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Varsity Hype

The comprehensive video and analytics platform for youth athletics and arts
Video & Streaming B2B
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Documents

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


  • Video and analytics platform for families, athletes and administrators
  • Almost 10,000 users on the platform since its launch in September 2020
  • Focusing on accessibility, we provide affordability and usability for all
  • Varsity Hype is customer focused, reaching every corner of the market
  • Student and recruitment profiles for all levels.
  • All sports. All arts. All extracurriculars. All activities.

Problem


No affordable video software for youth athletics and extracurriculars


Every year, over 48M youth and high school sports athletes and 15M youth and high school extracurricular participants spend countless hours participating in one of their sport or extracurricular of choice—all creating video content and most without an organized place to engage with said content.

Parents, often unsuccessfully, scour every corner of the internet from YouTube to ancient email inboxes to find the single game-changing play or performance their kid achieved last year. Athletes spend countless hours sifting through footage and apps in order to create a “good enough” highlight to send to a recruiter. Coaches spend time and energy trying to muster up the funds to afford expensive and convoluted team video platforms. Performing arts participants navigate the obstacle of asking their directors to pull the footage of their lead solo performance. Leagues and schools spend huge portions of their, often meager, extracurricular budgets on complicated video solutions that cost not only too much money, but also too much time due to their complexity.

No video solution that satisfies the needs of all athletes, extracurricular members, coaches, fans, and parents at both an affordable price point, and an accessible user experience has existed until Varsity Hype.

Solution


Leveling the playing field

At Varsity Hype, we know that not all sports and extracurriculars are created equal and each one has different video and technology needs. This is why we created a robust and affordable cloud-based solution that empowers all users to create, communicate, share and analyze their video content in diverse and new ways.

Varsity Hype was built to address the pain points of the over 62M individuals and their families that participate in youth or high school athletics and extracurriculars each year.

Varsity Hype is focused on delivering a platform for the other 95% of sports and extracurriculars that most platforms completely disregard.

Product


Challenging the status quo in sports/performing & visual art video


We built our product with the mindset that the perfect sports and performing/visual arts video and analytics platform should be uncomplicated, accessible and affordable. Varsity Hype prioritizes delivering a solution to every activity a student might participate in at every level without sacrificing functionality or costing a stadium full of money. Period.




The Varsity Hype Ecosystem


Traction


~10k total users to date


In 2020, Varsity Hype was able to launch it’s new platform in mid-September and achieve revenues of $14,127 through the end of 2020. Our financial projections for the new and improved version of our product estimate revenues of $378,000 in 2021 and profitability from a monthly basis at the end of 2022. (year 2)

We launched our platform in September of 2020 and through our first 8 months of having a live tech platform we have: 

Customers


Customers love Varsity Hype


Business model


Using SaaS strategic partnerships to challenge the status quo 

Varsity Hype’s core business model will generate revenue primarily through its software as a service model that will provide monthly and yearly recurring revenue. Our core offerings will include, but are not limited to, individual subscriptions, team/group subscriptions, league subscriptions, and school subscriptions.

Advertising and Sponsorship Partners 

We also monetize our platform by partnering with strategic companies who add value to our demographic. We have multiple ways in which these brands and companies can engage our audience. These brands pay to be an advertiser or sponsor and act through Varsity Hype’s unique tech interface. Our unique technology interface allows our advertisers and sponsors to effectively launch an advertising campaign by picking the geo-target and demographic that they would like to market to. As is with every aspect of our business, we hold accessibility as a core tenant, and this advertising/sponsoring platform is designed such that users don’t need to use Varsity Hype sales representatives.

Market


The booming market of youth sports and activities


The Varsity Hype platform has the ability to reach multiple geographical markets across the world. We have  strategically chosen to stay inside the U.S. for our initial launch, focusing our energy specifically on Texas. 

Houston as a Launchpad

As shown, the large Texan youth sports/extracurricular market was attractive as a launching pad for our growth. Given our strong Texan foundation, and the formidable size of the rest of the market, we are excited to use seed money to expand nationally, and have already taken steps to do so. 

Targeting Forgotten Markets

We are targeting both youth sports organizations, leagues and teams, as well as youth extracurricular organizations such as dance, theater and cheer. Unlike our competitors, we are taking full advantage of the market. We focus on not only sports/extracurriculars within public and private schools, but also any group/team outside of schools. Our ultimate goal is to implement a video software in the youth sports/extracurriculars space that is activity agnostic and becomes ubiquitous with the youth sports/extracurriculars sector. 

Competition


We pride ourselves on being differentiated, accessible and scalable.



We differentiate ourselves in three major ways, through our target market, our business model, and our tech. 


MARKET

Although we target the youth sports market, like all of our competitors, we not only focus on the main youth sports (such as football, basketball, baseball and volleyball), but we provide our platform to all youth extracurriculars such as choir, band and dance. Specific to the extracurricular market, excluding sports, we are unopposed. Join us in providing not only the young athletes, but also the artists, the performers and the creative youth with a platform to showcase their talents and proudest moments.

BUSINESS

Firstly, our subscription model differentiates us from our competitors, and not only in a way that benefits us. Our competitors cater to those directly involved in the administration and performance of the sports. We offer not only these administrators and athletes a platform, but give this access to anyone such as recruiters, family members, fans, etc… This accessibility is made possible through the usability of our platform. Varsity Hype is easy to learn and easy to use while providing the necessary tools for every user from league managers to family members. 

Secondly, our ad/sponsorship interface allows partners to strategically target our customers who fit their unique demographic without having to go through a sales representative. Our competitors do not have similar capabilities. 

TECH

Our partnership with Microsoft Azure allowed us to create a proprietary way to deliver all content to our clients across Texas, and beyond, at a cheaper rate than traditionally achieved in the cloud video sector. 

Our AI/Machine learning architecture allows us to scale towards what we call the “Cognification of Varsity Hype.” This AI-driven initiative will allow us to use our data to create automated solutions to hundreds of sports-related issues. For example, virtual coaching and game plan development exclusively using artificial intelligence.

Finally, we have created a developer partner network that will allow other sports developers to create apps that can connect directly to and leverage our core technology stack. This will provide our customers with unique and specific features that extend beyond our platform’s core capabilities – not to mention, this will provide us with another source of revenue.

Vision and strategy


Creating value through community


Our founding team is well equipped with knowledge about the intersection of youth sports and technology. Varsity Hype is composed of coaches, techies, athletes, youth arts parents, and sport enthusiasts looking to create value in a sector that is meaningful to us because we are a part of it. Our success in Houston motivates our excitement to launch Varsity Hype nationally!

The Future

We want to offer a product that does not exclude any sports, performing/visual arts, extracurriculars or activities even if its fan base is not defined by a catalyzed addressable market. As a group, we are fed up with products that are only tailored to the top 5% of youth activities. Our goal is to create a platform that gives a home to not only the highest achieving football teams in the country but also provides the debate teams, the choirs, etc... with everything they need to succeed. All sports. All arts. All extracurriculars. All activities. If you participate in it, we want to be a part of it. If you can get recruited for it, we want to be a part of it. If you can coach it or teach it, we want to be a part of it. We want to provide our video platform for every youth from the Little Leagues in Hawaii to the show choirs in Japan, preaching accessibility and usability for all. 

Our tech is redefining sports/arts technology and will continue to do so with a couple of items we are laying the cornerstone for as we garner more of the market. The large and growing sports video content and mass adoption of our application will open the doors to interesting solutions in the AI/machine learning space. Our machine learning processes, specifically in supervised, unsupervised and reinforced learning, will enable us to develop AI-driven solutions:

Funding


Varsity Hype is supported by two main investors, and various key private investors that contribute both capital and industry expertise.

VYPE Media, the "ESPN of high school sports" offers industry specific resources to Varsity Hype, from media                                                       to market penetration.

Work America Capital is a key investor in Varsity Hype, taking an active role in defining our future.

Of course, several strategic, private investors play a crucial role in our success at all stages of our journey and we are so grateful for these paramount Houston individuals. Their industry expertise ranges from construction to private wealth.

Founders


Deal terms


Valuation cap

$5,000,000

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

0%

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

Minimum investment

$100

The smallest investment amount that Varsity Hype is accepting.
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Maximum investment

$100,000

The largest investment amount that Varsity Hype is accepting.
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Funding goal

$1M

Varsity Hype must achieve its minimum goal of $25K before the deadline. The maximum amount the offering can raise is $1M.
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Deadline
Varsity Hype needs to reach their minimum funding goal before the deadline ( ). If they don’t, all investments will be refunded.
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Type of security

Crowd SAFE

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

How it works

Documents

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

Bonus perks

In addition to your Crowd SAFE, you'll receive perks for investing in Varsity Hype.
Invest
$250
Receive
  • Receive a Varsity Hype sticker to put on your laptop, bottle, car, or anything you can think of!
  • Opportunity to become an official beta tester, testing all the new and exciting features on our platform
Invest
$500
Receive
  • Receive all of the above rewards (sticker, beta tester status)
  • Receive a limited edition run Varsity Hype t-shirt.
  • Limited (100 left of 100)
Invest
$2,500
Receive
  • Receive all of the above rewards (sticker, t-shirt, beta tester status)
  • Receive a personalized thank you video message from our CEO.
  • Receive a 1 of 1000 limited edition Varsity Hype NFT. The only Varsity Hype token that will ever be created. Check it out on our website under the NFT tab after Jan 15, 2022.
  • Limited (50 left of 50)
Invest
$10,000
Receive
  • Receive all of the above rewards (personal video thank you, sticker, t-shirt, beta tester status)
  • Schedule a 90 minute zoom conversation with the founding team of Varsity Hype
  • Receive a 1 of 1000 limited edition Varsity Hype NFT. The only Varsity Hype token that will ever be created. Check it out on our website under the NFT tab after Jan 15, 2022.
  • Limited (10 left of 10)
Invest
$50,000
Receive
  • Receive all of the above rewards (90 minute Zoom conversation with the founding team of Varsity Hype, personal video thank you, sticker, t-shirt, beta tester status)
  • Join our exclusive advisory board. The advisory board will meet quarterly and help define our product, market, and aspects of our business. This will be an engaged role and we want you to have an active impact on the future of Varsity Hype!
  • Receive a 1 of 1000 limited edition Varsity Hype NFT.
  • Limited (3 left of 3)

About Varsity Hype

Legal Name
Varsity Hype, Inc.
Founded
Oct 2020
Form
Delaware Corporation
Employees
7
Website
varsityhype.com
Social Media
Headquarters
Google Map location of of Varsity Hype
1334 Brittmoore Road 2808 , Houston, TX
Headquarters
1334 Brittmoore Road, 2808, Houston, TX, United States 77043

Varsity Hype Team
Everyone helping build Varsity Hype, not limited to employees

Profile picture of Jorge Ortiz
Jorge Ortiz
Founder
Jorge Ortiz, is currently the CEO and Founder of Varsity Hype, a Houston based sports tech company that aims to deliver technology solutions to the activity needs of students, athletes, coaches, schools, and organizations across the amateur world.
Profile picture of Mark Toon
Mark Toon
Chief Board Member
Profile picture of Shane Hildreth
Shane Hildreth
Board Member
Profile picture of Alina Merida
Alina Merida
Designer/Marketing
Profile picture of Jesus  Maldonado
Jesus Maldonado
Operations Intern
Profile picture of Daniel  Songer
Daniel Songer
Product Manager
Profile picture of Moises Nunez
Moises Nunez
Front-End Developer
Profile picture of Austin Denny
Austin Denny
Software Engineer
Profile picture of Daniel Dolan
Daniel Dolan
Software Engineer
Profile picture of Ephriam Henderson
Ephriam Henderson
Software Engineer
9 more team members
Jorge Ortiz
Founder
Mark Toon
Chief Board Member
Shane Hildreth
Board Member
Alina Merida
Designer/Marketing
Jesus Maldonado
Operations Intern
Daniel Songer
Product Manager
Moises Nunez
Front-End Developer
Austin Denny
Software Engineer
Daniel Dolan
Software Engineer
Ephriam Henderson
Software Engineer

FAQ

What areas are you all currently conducting business?

What areas are you all currently conducting business?

We are currently operating and have clients in Texas but plan to expand our reach to the rest of the United States with our fundraising. The beauty of software is that we can operate our entire platform from our HQ and have clients across the country without much added cost. Our goal is to be a national brand by 2022. 

Can I sign up even if my team or school is not on the platform?

Can I sign up even if my team or school is not on the platform?

Absolutely! There is no need for your team or school to be our platform for you to enjoy all of our features! Join the Varsity Hype family as an individual or organization. 

Can your profiles be used for recruitment?

Can your profiles be used for recruitment?

Absolutely! We created our profiles for students to be able to not only include their big moments on the field or theatre but also tell their whole story. Think LinkedIn meets the youth sector. Students are able to add athletic highlights, their academic achievements, and everything in between to show those recruiters who they are! 

Who can sign up for Varsity Hype?

Who can sign up for Varsity Hype?

We created our platform and our profiles to be role agnostic and will have specific features depending on who you are. Fans are welcome, parents, coaches and teachers, athletes, artist, students etc. You define your profile and who you are in this ecosystem.

Does the platform limit the type of video or size of video being uploaded?

Does the platform limit the type of video or size of video being uploaded?

We do not have limitations on either of those. You can upload any type of video whether you are using a 4K camera or your iPhone and we do not limit the size of the files being uploaded. 

What art, academic, and extracurricular events does Varsity Hype cover?

What art, academic, and extracurricular events does Varsity Hype cover?

Our goal is to cover them all and we currently have everything that we know is being participated in by high school and middle school students. If anything is currently not covered our technology is customizable to be able to service that event in a very short period of time. 

What sports does your platform cover?

What sports does your platform cover?

We are sports agnostic so cover every sport that a youth athlete might participate in. Certain interfaces have sports specific features and others are limited to our generic sports platform. Our goal is to have sports specific features for each sport on the phase of the plant as we continue to grow. 

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

Risks

The Company has the right to limit individual Purchasers commitment amount based on the Company’s determination of a Purchaser’s sophistication.
The Company may prevent Purchasers from committing more than a certain amount to this Offering based on the Company’s belief of the Purchaser’s sophistication and ability to assume the risk of the investment. This means that your desired investment amount may be limited or lowered based solely on the Company’s determination and not in line with relevant investment limits set forth by the Regulation Crowdfunding rules. This also means that other Purchasers may receive larger allocations of the Offering based solely on the Company’s determination.
We may face potential difficulties in obtaining capital.
We may have difficulty raising needed capital in the future as a result of, among other factors, our lack of revenues from sales, as well as the inherent business risks associated with our Company and present and future market conditions. Our business currently generates limited sales and future sources of revenue may not be sufficient to meet our future capital requirements. We will require additional funds to execute our business strategy and conduct our operations. If adequate funds are unavailable, we may be required to delay, reduce the scope of or eliminate one or more of our research, development or commercialization programs, product launches or marketing efforts, any of which may materially harm our business, financial condition and results of operations.
We have a limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters.
The Company is still in an early phase and is just beginning to implement its business plan. There can be no assurance that it will ever operate profitably. The likelihood of its success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by companies in their early stages of development. The Company may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.
The amount of capital the Company is attempting to raise in this Offering may not be enough to sustain the Company’s current business plan.
In order to achieve the Company’s near and long-term goals, the Company may need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. If we are not able to raise sufficient capital in the future, we may not be able to execute our business plan, our continued operations will be in jeopardy and we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause a Purchaser to lose all or a portion of his or her investment.
Although dependent on certain key personnel, the Company does not have any key man life insurance policies on any such people.
We are dependent on certain key personnel in order to conduct our operations and execute our business plan, however, the Company has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, if any of these personnel die or become disabled, the Company will not receive any compensation to assist with such person’s absence. The loss of such person could negatively affect the Company and our operations. We have no way to guarantee key personnel will stay with the Company, as many states do not enforce non-competition agreements, and therefore acquiring key man insurance will not ameliorate all of the risk of relying on key personnel.
The Company is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies.
The Company may not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes Oxley Act of 2002. As a privately-held (non-public) Company, the Company is currently not subject to the Sarbanes Oxley Act of 2002, and it's financial and disclosure controls and procedures reflect its status as a development stage, non-public company. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of the Company's financial and disclosure controls and procedures. If it were necessary to implement such financial and disclosure controls and procedures, the cost to the Company of such compliance could be substantial and could have a material adverse effect on the Company's results of operations.
The [product/services] we sell are advanced, and 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/services] offerings to include newer features, functionality or solutions, and keep pace with price-to-performance gains in the industry. Shortened product life cycles due to customer demands and competitive pressures impact the pace at which we must introduce and implement new technology. This requires a high level of innovation by both our software developers and the suppliers of the third-party software components included in our systems. In addition, bringing new solutions to the market entails a costly and lengthy process, and requires us to accurately anticipate customer needs and technology trends. We must continue to respond to market demands, develop leading technologies and maintain leadership in analytic data solutions performance and scalability, or our business operations may be adversely affected. We must also anticipate and respond to customer demands regarding the compatibility of our current and prior offerings. These demands could hinder the pace of introducing and implementing new technology. Our future results may be affected if our products cannot effectively interface and perform well with software products of other companies and with our customers’ existing IT infrastructures, or if we are unsuccessful in our efforts to enter into agreements allowing integration of third-party technology with our database and software platforms. Our efforts to develop the interoperability of our products may require significant investments of capital and employee resources. In addition, many of our principal products are used with products offered by third parties and, in the future, some vendors of non-Company products may become less willing to provide us with access to their products, technical information and marketing and sales support. As a result of these and other factors, our ability to introduce new or improved solutions could be adversely impacted and our business would be negatively affected.
Changes in federal, state or local laws and government regulation could adversely impact our business.
The Company is subject to legislation and regulation at the federal and local levels and, in some instances, at the state level. New laws and regulations may impose new and significant disclosure obligations and other operational, marketing and compliance-related obligations and requirements, which may lead to additional costs, risks of non-compliance, and diversion of our management's time and attention from strategic initiatives. Additionally, federal, state and local legislators or regulators may change current laws or regulations which could adversely impact our business. Further, court actions or regulatory proceedings could also change our rights and obligations under applicable federal, state and local laws, which cannot be predicted. Modifications to existing requirements or imposition of new requirements or limitations could have an adverse impact on our business.
We 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.
Global crises, such as COVID-19, can have a significant effect on our business operations and revenue projections.
The Company’s revenue was adversely affected in 2020 related to the COVID-19 crisis. This crisis produced a sudden cessation of sports activities which caused significant impact to the operation of our business. Conditions have eased in 2021. If another significant outbreak of COVID-19 or another contagious disease were to occur, we may lose a significant portion of our revenue. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, including the United States where we principally operate, resulting in an economic downturn that could reduce the demand for our products and services and impair our business prospects, including as a result of being unable to raise additional capital on acceptable terms to us, if at all.
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 is subject to seasonal fluctuations.
Our business is subject to seasonal fluctuations in that our sales are typically higher during certain months, affecting performance during affected quarters of the fiscal year. As a result of these factors, our financial results for any single quarter or for periods of less than a year are not necessarily indicative of the results that may be achieved for a full fiscal year.
The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature.
You should not rely on the fact that our Form C is accessible through the U.S. Securities and Exchange Commission’s EDGAR filing system as an approval, endorsement or guarantee of compliance as it related to this Offering.
Neither the Offering nor the Securities have been registered under federal or state securities laws, leading to an absence of certain regulation applicable to the Company.
The securities being offered have not been registered under the Securities Act of 1933 (the "Securities Act"), in reliance, among other exemptions, on the exemptive provisions of article 4(2) of the Securities Act and Regulation D under the Securities Act. Similar reliance has been placed on apparently available exemptions from securities registration or qualification requirements under applicable state securities laws. No assurance can be given that any offering currently qualifies or will continue to qualify under one or more of such exemptive provisions due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. If, and to the extent that, claims or suits for rescission are brought and successfully concluded for failure to register any offering or other offerings or for acts or omissions constituting offenses under the Securities Act, the Securities Exchange Act of 1934, or applicable state securities laws, the Company could be materially adversely affected, jeopardizing the Company's ability to operate successfully. Furthermore, the human and capital resources of the Company could be adversely affected by the need to defend actions under these laws, even if the Company is ultimately successful in its defense. Compliance with the criteria for securing exemptions under federal securities laws and the securities laws of the various states is extremely complex, especially in respect of those exemptions affording flexibility and the elimination of trading restrictions in respect of securities received in exempt transactions and subsequently disposed of without registration under the Securities Act or state securities laws.
The Company's management may have broad discretion in how the Company uses the net proceeds of an offering.
Unless the Company has agreed to a specific use of the proceeds from an offering, the Company's management will have considerable discretion over the use of proceeds from their offering. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.
The Company has the right to extend the Offering deadline. The Company has the right to end the Offering early.
The Company may extend the Offering deadline beyond what is currently stated herein. This means that your investment may continue to be held in escrow while the Company attempts to raise the Minimum Amount even after the Offering deadline stated herein is reached. While you have the right to cancel your investment in the event the Company extends the Offering, if you choose to reconfirm your investment, your investment will not be accruing interest during this time and will simply be held until such time as the new Offering deadline is reached without the Company receiving the Minimum Amount, at which time it will be returned to you without interest or deduction, or the Company receives the Minimum Amount, at which time it will be released to the Company to be used as set forth herein. Upon or shortly after release of such funds to the Company, the Securities will be issued and distributed to you. The Company may also end the Offering early; if the Offering reaches its target Offering amount after 21-calendary days but before the deadline, the Company can end the Offering with 5 business day’s notice. This means your failure to participate in the Offering in a timely manner, may prevent you from being able to participate – it also means the Company may limit the amount of capital it can raise during the Offering by ending it early.
The units of SAFE will not be freely tradable until one year from the initial purchase date. Although the units of SAFE may be tradable under federal securities law, state securities regulations may apply, and each Purchaser should consult with his or her attorney.
You should be aware of the long-term nature of this investment. There is not now and likely will not be a public market for the units of SAFE. Because the units of SAFE have not been registered under the Securities Act or under the securities laws of any state or non-United States jurisdiction, the units of SAFE have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the Securities Act or other securities laws will be affected. Limitations on the transfer of the units of SAFE may also adversely affect the price that you might be able to obtain for the units of SAFE in a private sale. Purchasers should be aware of the long-term nature of their investment in the Company. Each Purchaser in this Offering will be required to represent that it is purchasing the Securities for its own account, for investment purposes and not with a view to resale or distribution thereof.
Purchasers will not become equity holders until the Company decides to convert the Securities into CF Shadow Securities or until there is a change of control or sale of substantially all of the Company’s assets.
Purchasers will not have an ownership claim to the Company or to any of its assets or revenues for an indefinite amount of time and depending on when and how the Securities are converted, the Purchasers may never become equity holders of the Company. Purchasers will not become equity holders of the Company unless the Company receives a future round of financing great enough to trigger a conversion and the Company elects to convert the Securities into CF Shadow Series Securities. The Company is under no obligation to convert the Securities into CF Shadow Securities (the type of equity Securities Purchasers are entitled to receive upon such conversion). In certain instances, such as a sale of the Company or substantially all of its assets, an IPO or a dissolution or bankruptcy, the Purchasers may only have a right to receive cash, to the extent available, rather than equity in the Company.
Purchasers will not have voting rights, even upon conversion of the Securities into CF Shadow Securities; upon the conversion of the Crowd SAFE to CF Shadow Securities (which cannot be guaranteed), holders of Shadow Securities will be required to enter into a proxy with the intermediary to ensure any statutory voting rights are voted in tandem with the majority holders of whichever series of securities the Shadow Securities follow.
Purchasers will not have the right to vote upon matters of the Company even if and when their Securities are converted into CF Shadow Securities (which the occurrence of cannot be guaranteed). Upon such conversion, CF Shadow Securities will have no voting rights and even in circumstances where a statutory right to vote is provided by state law, the CF Shadow Security holders are required to enter into a proxy agreement with the Intermediary ensuring they will vote with the majority of the security holders in the new round of equity financing upon which the Securities were converted. For example, if the Securities are converted upon a round offering Series B Preferred Shares, the Series B-CF Shadow Security holders will be required to enter into a proxy that allows the Intermediary to vote the same way as a majority of the Series B Preferred Shareholders vote. Thus, Purchasers will never be able to freely vote upon any manager or other matters of the Company.
Purchasers will not be entitled to any inspection or information rights other than those required by Regulation CF.
Purchasers will not have the right to inspect the books and records of the Company or to receive financial or other information from the Company, other than as required by Regulation CF. Other security holders of the Company may have such rights. Regulation CF requires only the provision of an annual report on Form C and no additional information – there are numerous methods by which the Company can terminate annual report obligations, resulting in no information rights, contractual, statutory or otherwise, owed to Purchasers. This lack of information could put Purchasers at a disadvantage in general and with respect to other security holders.
Purchasers 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 the Purchasers will be able to demand repayment of their investment. The Company has ultimate discretion as to whether or not to convert the Securities upon a future equity financing and Purchasers have no right to demand such conversion. Only in limited circumstances, such as a liquidity event, may the Purchasers demand payment and even then, such payments will be limited to the amount of cash available to the Company.
While the Crowd SAFE provides for mechanisms whereby a Crowd SAFE holder would be entitled to a return of their purchase amount, if the Company does not have sufficient cash on hand, this obligation may not be fulfilled.
In certain events provided in the Crowd SAFE, holders of the Crowd SAFE may be entitled to a return of their principal amount. Despite the contractual provisions in the Crowd SAFE, this right cannot be guaranteed if the Company does not have sufficient liquid assets on hand. Therefore potential purchasers should not assume that they are guaranteed a return of their investment amount.
The Company may never elect to convert the Securities or undergo a liquidity event.
The Company may never receive a future equity financing or elect to convert the Securities upon such future financing. In addition, the Company may never undergo a liquidity event such as a sale of the Company or an IPO. If neither the conversion of the Securities nor a liquidity event occurs, the Purchasers could be left holding the Securities in perpetuity. The Securities have numerous transfer restrictions and will likely be highly illiquid, with no secondary market on which to sell them. The Securities are not equity interests, have no ownership rights, have no rights to the Company’s assets or profits and have no voting rights or ability to direct the Company or its actions. In addition to the risks listed above, businesses are often subject to risks not foreseen or fully appreciated by the management. It is not possible to foresee all risks that may affect us. Moreover, the Company cannot predict whether the Company will successfully effectuate the Company’s current business plan. Each prospective Purchaser is encouraged to carefully analyze the risks and merits of an investment in the Securities and should take into consideration when making such analysis, among other, the Risk Factors discussed above.
Equity securities acquired upon conversion of SAFE securities may be significantly diluted as a consequence of subsequent financings.
Company equity securities will be subject to dilution. Company intends to issue additional equity to employees and third-party financing sources in amounts that are uncertain at this time, and as a consequence holders of equity securities resulting from SAFE conversion will be subject to dilution in an unpredictable amount. Such dilution may reduce the purchaser’s control and economic interests in the Company. The amount of additional financing needed by Company will depend upon several contingencies not foreseen at the time of this offering. Each such round of financing (whether from the Company or other investors) is typically intended to provide the Company with enough capital to reach the next major corporate milestone. If the funds are not sufficient, Company may have to raise additional capital at a price unfavorable to the existing investors, including the purchaser. The availability of capital is at least partially a function of capital market conditions that are beyond the control of the Company. There can be no assurance that the Company will be able to predict accurately the future capital requirements necessary for success or that additional funds will be available from any source. Failure to obtain such financing on favorable terms could dilute or otherwise severely impair the value of the purchaser’s Company securities.
Equity securities issued upon conversion of company SAFE securities may be substantially different from other equity securities offered or issued at the time of conversion.
Company may issue to converting SAFE holders equity securities that are materially distinct from equity securities it will issue to new purchasers of equity securities. This paragraph does not purport to be a complete summary of all such distinctions. Equity securities issued to SAFE purchasers upon their conversion of Company SAFE securities will be distinct from the equity securities issued to new purchasers in at least the following respects - to the extent such equity securities bear any liquidation preferences, dividend rights, or anti-dilution protections, any equity securities issued at the Conversion Price (as provided in the SAFE Agreements) shall bear such preferences, rights, and protections only in proportion to the Conversion Price and not in proportion to the price per share paid by new investors in the equity securities. Company may not provide converting SAFE purchasers the same rights, preferences, protections, and other benefits or privileges provided to other purchasers of Company equity securities.
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 net worth or prior earnings. We cannot assure you that the Securities could be resold by you at the Offering price or at any other price.
In a dissolution or bankruptcy of the Company, Purchasers will not be treated as priority debt holders and therefore are unlikely to recover any assets in the event of a bankruptcy or dissolution event.
In a dissolution or bankruptcy of the Company, Purchasers of Securities which have not been converted will be entitled to distributions as described in the Crowd SAFE. This means that such Purchasers will be at the lowest level of priority and will only receive distributions once all creditors as well as holders of more senior securities, including any preferred stock holders, have been paid in full. If the Securities have been converted into CF Shadow Share Securities or SAFE Preferred Securities, the Purchasers will have the same rights and preferences (other than the ability to vote) as the holders of the Securities issued in the equity financing upon which the Securities were converted. Neither holders of Crowd SAFE nor holders of CF Shadow Share Securities nor SAFE Preferred Securities can be guaranteed a return in the event of a dissolution event or bankruptcy.
The Company has the right to conduct multiple closings during the Offering
If the Company meets certain terms and conditions an intermediate close of the Offering can occur, which will allow the Company to draw down on half of the proceeds of the Offering committed and captured during the relevant period. The Company may choose to continue the Offering thereafter. Investors should be mindful that this means they can make multiple investment commitments in the Offering, which may be subject to different cancellation rights. For example, if an intermediate close occurs and later a material change occurs as the Offering continues, Investors previously closed upon will not have the right to re-confirm their investment as it will be deemed completed.
We rely on other companies to provide services for our products.
We may depend on third party vendors to meet our contractual obligations to our customers and conduct our operations. Our ability to meet our obligations to our customers may be adversely affected if third party vendors do not provide the agreed-upon services in compliance with customer requirements and in a timely and cost-effective manner. Likewise, the quality of our services may be adversely impacted if the companies to whom we delegate services do not perform to our and our customers’ expectations. Our vendors may be unable to quickly recover from natural disasters and other events beyond their control and may be subject to additional risks such as financial problems that limit their ability to conduct their operations. The risk of these adverse effects may be greater in circumstances where we rely on only one or two third party vendors for a particular service.
We rely on various intellectual property rights in order to operate our business.
The Company relies on certain intellectual property rights, particularly trade secrets, to operate its business. The Company’s intellectual property rights are not registered and 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 Company’s success depends on the experience and skill of its executive officers, board of directors and key employees.
We are dependent on our executive officers, board of directors and key employees. Some or all of these individuals may not devote their full time and attention to the matters of the Company. The loss of all or any of our executive officers, board of directors and key employees, could harm the Company’s business, financial condition, cash flow and results of operations.
In order for the Company to compete and grow, it must attract, recruit, retain and develop the necessary personnel who have the needed experience.
Recruiting and retaining highly qualified personnel is critical to our success. These demands may require us to hire additional personnel and will require our existing management and other personnel to develop additional expertise. We face intense competition for personnel, making recruitment time-consuming and expensive. The failure to attract and retain personnel or to develop such expertise could delay or halt the development and commercialization of our product candidates. If we experience difficulties in hiring and retaining personnel in key positions, we could suffer from delays in product development, loss of customers and sales and diversion of management resources, which could adversely affect operating results. Our consultants and advisors may be employed by third parties and may have commitments under consulting or advisory contracts with third parties that may limit their availability to us, which could further delay or disrupt our product development and growth plans.
We need to rapidly and successfully develop and introduce new products in a competitive, demanding and rapidly changing environment.
To succeed in our intensely competitive industry, we must continually improve, refresh and expand our product and service offerings to include newer features, functionality or solutions, and keep pace with changes in the industry. Shortened product life cycles due to changing customer demands and competitive pressures may impact the pace at which we must introduce new products. In addition, bringing new products to market may entail a costly and lengthy process, and require us to accurately anticipate changing customer needs and trends. We must continue to respond to changing customer 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.
Our business could be negatively impacted by cyber security threats, attacks and other disruptions.
Like others in our industry, 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 Company could potentially be found to have not complied with securities law in connection with this Offering related to "Testing the Waters".
Prior to filing this Form C, the Company engaged in “testing the waters” permitted under Regulation Crowdfunding (17 CFR 227.206), which allows issuers to communicate to determine whether there is interest in the Offering. All communication sent is deemed to be an offer of securities for purposes of the antifraud provisions of federal securities laws. Any Investor who expressed interest prior to the date of this Offering should read this Form C thoroughly and rely only on the information provided herein and not on any statement made prior to the Offering. The communication sent to Investors prior to the Offering is attached as Exhibit E. Some of these communications may not have included proper disclaimers required for "testing the waters".
The 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.
Changes in federal, state or local laws and government regulation could adversely impact our business.
The Company is subject to legislation and regulation at the federal and local levels and, in some instances, at the state level. New laws and regulations may impose new and significant disclosure obligations and other operational, marketing and compliance-related obligations and requirements, which may lead to additional costs, risks of non-compliance, and diversion of our management's time and attention from strategic initiatives. Additionally, federal, state and local legislators or regulators may change current laws or regulations which could adversely impact our business. Further, court actions or regulatory proceedings could also change our rights and obligations under applicable federal, state and local laws, which cannot be predicted. Modifications to existing requirements or imposition of new requirements or limitations could have an adverse impact on our business.
We operate in a highly regulated environment, and if we are found to be in violation of any of the federal, state, or local laws or regulations applicable to us, our business could suffer.
We are also subject to a wide range of federal, state, and local laws and regulations. The violation of these or future requirements or laws and regulations could result in administrative, civil, or criminal sanctions against us, which may include fines, a cease and desist order against the subject operations or even revocation or suspension of our license to operate the subject business. As a result, we may incur capital and operating expenditures and other costs to comply with these requirements and laws and regulations.
We have not prepared any audited financial statements.
The financial statements attached as Exhibit A to this Form C have been “reviewed” only and such financial statements have not been verified with outside evidence as to management’s amounts and disclosures. Additionally, tests on internal controls have not been conducted. Therefore, you will have no audited financial information regarding the Company’s capitalization or assets or liabilities on which to make your investment decision.
State and federal securities laws are complex, and the Company could potentially be found to have not complied with all relevant state and federal securities law in prior offerings of securities.
The Company has conducted previous offerings of securities and may not have complied with all relevant state and federal securities laws. If a court or regulatory body with the required jurisdiction ever concluded that the Company may have violated state or federal securities laws, any such violation could result in the Company being required to offer rescission rights to investors in such offering. If such investors exercised their rescission rights, the Company would have to pay to such investors an amount of funds equal to the purchase price paid by such investors plus interest from the date of any such purchase. No assurances can be given the Company will, if it is required to offer such investors a rescission right, have sufficient funds to pay the prior investors the amounts required or that proceeds from this Offering would not be used to pay such amounts. In addition, if the Company violated federal or state securities laws in connection with a prior offering and/or sale of its securities, federal or state regulators could bring an enforcement, regulatory and/or other legal action against the Company which, among other things, could result in the Company having to pay substantial fines and be prohibited from selling securities in the future.
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