Risk Disclaimer
THE SECURITIES OFFERED INVOLVE A HIGH DEGREE OF RISK AND MAY RESULT IN THE LOSS OF YOUR ENTIRE INVESTMENT. ANY PERSON CONSIDERING THE PURCHASE OF THESE SECURITIES SHOULD BE AWARE OF THESE AND OTHER FACTORS SET FORTH IN THIS FORM C AND SHOULD CONSULT WITH HIS OR HER LEGAL, TAX AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN THE SECURITIES. THE SECURITIES SHOULD ONLY BE PURCHASED BY PERSONS WHO CAN AFFORD TO LOSE ALL OF THEIR INVESTMENT.
The SEC does not pass on the merits of the Offered Securities or the terms of the Offering, nor does the SEC pass upon the accuracy or completeness of any document or literature used by the Company in the Offering.
You should not rely on the fact that this Form C of the Company is accessible through the SEC’s EDGAR filing system as an approval, endorsement or guarantee of compliance as it relates to the Offering.
Neither the Offering nor the Offered Securities have been registered under federal or state securities laws.
No governmental agency has reviewed or passed upon the Offering, the Company or the Offered Securities. The Company also has relied on exemptions from securities registration requirements under applicable state securities laws. Investors in the Offering will not receive any of the benefits that such registration would otherwise provide. Prospective investors must, therefore, assess the adequacy of disclosure and the fairness of the terms of the Offering on their own or in conjunction with their respective personal advisors.
There is no guaranty that an investment in the Offered Securities will yield a profit.
There is no assurance that a Purchaser of Offered Securities will realize a return on such Purchaser’s investment or that such Purchaser will not lose such Purchaser’s entire investment. For this reason, each Purchaser should read the Form C and all Exhibits carefully and should consult with such Purchaser’s attorney and business advisors prior to making any investment decision with respect to the Offered Securities.
The Offered Securities are offered on a “best efforts” basis.
Because the Offered Securities are being offered on a “best efforts” basis, we may be unable to able to obtain enough funds through purchases of the Offered Securities to achieve the full business objectives described in this Form C. In such event, we would be required to seek other sources of capital, the availability of which cannot be predicted. Additionally, no person is committed to purchase any of the Offered Securities.
The Company has significant discretion over the net proceeds of the Offering.
The Company has significant discretion over the net proceeds of the Offering. As is the case with any business, particularly one without a proven business model, it should be expected that certain expenses, currently unforeseeable to management, will arise in the future. There can be no assurance that management's application of the proceeds from the Offering will translate into revenue or profitability for the Company. You are urged to review the information in the “Use of Proceeds” section, to better understand that the actual use of the net proceeds of the Offering may vary significantly.
There is no present market for the common stock that comprises the Offered Securities and we have arbitrarily set the offering price of the Offered Securities.
There is no trading market for the common stock that comprises the Offered Securities and there is no assurance that one will ever be established. In addition, we have arbitrarily established the offering price of the Offered Securities and is not based on any standard form of evaluation, such as book value. The offering price for the Offered Securities should not be considered an indication of their actual value and is not based on the Company's net worth or prior earnings. We cannot assure you that the Offered Securities could be resold by you at the price you paid for the Offered Securities, or at any other price.
You will suffer dilution in the net tangible book value of the Offered Securities you purchase in the Offering.
If you purchase any Offered Securities, you will suffer immediate dilution, due to the lower book value per share of our common stock compared to the offering price of the Offered Securities in the Offering.
We may seek additional capital that may result in shareholder dilution or that may have rights senior to those of our common stock.
From time to time, we may seek to obtain additional capital, either through equity, equity-linked or debt securities. The decision to obtain additional capital will depend on, among other factors, our business plans, operating performance and condition of the capital markets. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, which could cause our shareholders to experience dilution.
You may never realize any economic benefit from a purchase of Offered Securities.
There is no assurance that you will ever realize any economic benefit from your purchase of Offered Securities.
We do not intend to pay dividends on our common stock.
We intend to retain earnings, if any, to provide funds for the implementation of our business strategy. We do not intend to declare or pay any dividends in the foreseeable future. Therefore, there can be no assurance that holders of our common stock will receive cash, stock or other dividends on their shares of our common stock, until we have funds which our Board of Directors determines can be allocated to dividends.
An investment in the Offered Securities should be considered to long-term in nature.
There is not now, and may never be, a public market for the common stock comprising the Offered Securities. Because the Offered Securities are being sold under exemptions to registration, and therefore have not been registered under the Securities Act or under the securities laws of any state or non-United States jurisdiction, the Offered Securities may have certain transfer restrictions. Limitations on the transfer of the common stock comprising the Offered Securities may also adversely affect the price that you night be able to obtain for the Offered Securities in a sale in the future. You should be aware of the long-term nature of any investment in the Company.
The Subscription Agreement has a forum selection provision that requires disputes be resolved in state or federal courts in the State of Nevada, regardless of convenience or cost to a Purchaser of the Offered Securities.
In order to invest in the Offering, Investors agree to resolve disputes arising under the Subscription Agreement in state or federal courts located in the State of Nevada, for the purpose of any suit, action or other proceeding arising out of or based upon the Subscription Agreement, including those related to federal securities laws. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. We believe that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Investors will not be deemed to have waived the Company's compliance with the federal securities laws and the rules and regulations thereunder. This forum selection provision may limit an Investor’s ability to obtain a favorable judicial forum for disputes with us. Alternatively, if a court were to find the provision inapplicable to, or unenforceable in an
action, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.
Investors in the Offering may not be entitled to a jury trial with respect to claims arising under the Subscription Agreement, which could result in less favorable outcomes to the plaintiffs in any action under the Agreement.
Investors in this Offering will be bound by the Subscription Agreement, which includes a provision under which investors waive the right to a jury trial of any claim they may have against the Company arising out of, or relating to, the Subscription Agreement, including any claims made under the federal securities laws. By signing the Subscription Agreement, Investor warrants that Investor has reviewed this waver with the Investor’s legal counsel, and knowingly and voluntarily waives the Investor's jury trial rights following consultation with the Investor’s legal counsel.If we opposed a jury trial demand based on the waiver, a court would determine whether the waver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waver in connection with claims arising under the federal securities laws has not been formally adjudicated by a federal court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of Nevada, which governs the Subscription Agreement. In determining whether to enforce a contractual pre-dispute jury trial waver provision, courts will generally consider whether the visibility of the jury trial waiver provision within the Subscription Agreement is sufficiently prominent such that a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the Subscription Agreement. You should consult legal counsel regarding the jury waiver provision before entering into the Subscription Agreement.If you bring a claim against the Company in connection with matters arising under the Subscription Agreement, including claims under the federal securities laws, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against the Company. If a lawsuit is brought against the Company under the Subscription Agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action.Nevertheless, if the jury trial waiver provision is not permitted by applicable law, an action could proceed under the terns the Subscription Agreement with a jury trial. No condition, stipulation or provision of the Subscription Agreement serves as a waiver by any holder of the Company's securities, or by the Company, of compliance with any substantive provision of the federal securities laws and the rules and regulations promulgated under those laws.
The Company has the right to limit individual Investor commitment amounts based on the determination of an Investor’s sophistication.
The Company may prevent an Investor from committing more than a certain amount of the Offering based on its determination of an Investor's sophistication and ability to assume the risk of the investment. This means that your desired investment amount may be limited or lowered based solely on the Company's determination and not in line with relevant investment limits set forth by the Regulation Crowdfunding rules. This also means that other Investors may receive larger allocations of the Offering based solely on the Company's determination.
The Company has the right to extend the Offering Deadline and to end the Offering early.
The Company may extend the Offering Deadline beyond that which is stated herein, if permitted to do so under Regulation Crowdfunding. 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 it 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 Offered Securities will be issued and delivered to you.The Company may also end the Offering early. If the Offering reached its Target Offering Amount after 21 calendar days, but before the Offering Deadline, the Company can end the Offering by providing notice to the Investors five (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 participate; it also means the Company may limit the amount of capital it can raise during the Offering by ending the Offering early.
The Company has the right to conduct multiple “rolling” closings during the Offering.
If the Company meets certain terms and conditions an intermediate closing of the Offering cm occur, which will allow the Company to draw down on the proceeds of the Offering committed and captured during the relevant period. The Company intends to engage in rolling closings after the Target Offering Amount and other conditions are met. 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 closing occurs and later a material change occurs as the Offering continues, Investors previously closed upon will not have the right to re-confirm or withdraw their investments as it will be deemed to have been completed. In addition, our initial closings will cover the tranches of shares with lower purchase prices, so as we conduct rolling closings, your ability to purchase Offered Securities at a particular purchase price will be reduced and you may be required to pay a higher price for the Offered Securities you elect to purchase.
Material changes to the Offering will cancel pending investments, unless an Investor reconfirms such Investor’s commitment.
Material changes to an offering include, but are not limited to, a change in minimum offering amount, change in the security price, change in management, material change to financial information. If the Company makes a material change to the offering terms or other information disclosed, including a change to the Offering Deadline, Investors will be given five (5) business days to reconfirm their investment commitments. If Investors do not reconfirm, their investments will be cancelled and the funds will be returned.
