Expand/Shrink
RISK FACTORS
Risks Related to the Company’s Business and Industry
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 personnel to develop additional
expertise. We face intense competition for personnel. 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.
The development and commercialization of our products is highly
competitive.
We face competition with respect to any products that we may seek to
develop or commercialize in the future. Our competitors include major
companies worldwide. Many of our competitors have significantly greater
financial, technical and human resources than we have and superior
expertise in research and development and marketing approved products
and thus may be better equipped than us to develop and commercialize
products. These competitors also compete with us in recruiting and
retaining qualified personnel and acquiring technologies. Smaller or
early stage companies may also prove to be significant competitors,
particularly through collaborative arrangements with large and
established companies. Accordingly, our competitors may commercialize
products more rapidly or effectively than we are able to, which would
adversely affect our competitive position, the likelihood that our
products will achieve initial market acceptance and our ability to
generate meaningful additional revenues from our products.
We depend on third-party service providers and outsource providers for a
variety of services and we outsource a number of our non-core functions
and operations.
In certain instances, we rely on single or limited service providers and
outsourcing vendors around the world because the relationship is
advantageous due to quality, price, or lack of alternative sources. If
production or service was interrupted and we were not able to find
alternate third-party providers, we could experience disruptions in
manufacturing and operations including product shortages, higher freight
costs and re-engineering costs. If outsourcing services are interrupted
or not performed or the performance is poor, this could impact our
ability to process, record and report transactions with our customers
and other constituents. Such interruptions in the provision of supplies
and/or services could result in our inability to meet customer demand,
damage our reputation and customer relationships and adversely affect
our business.
We depend on third party providers, suppliers and licensors to supply
some of the hardware, software and operational support necessary to
provide some of our services.
We obtain these materials from a limited number of vendors, some of
which do not have a long operating history, or which may not be able to
continue to supply the equipment and services we desire. Some of our
hardware, software and operational support vendors represent our sole
source of supply or have, either through contract or as a result of
intellectual property rights, a position of some exclusivity. If demand
exceeds these vendors’ capacity or if these vendors experience operating
or financial difficulties or are otherwise unable to provide the
equipment or services we need in a timely manner, at our specifications
and at reasonable prices, our ability to provide some services might be
materially adversely affected, or the need to procure or develop
alternative sources of the affected materials or services might delay
our ability to serve our customers. These events could materially and
adversely affect our ability to retain and attract customers, and have a
material negative impact on our operations, business, financial results
and financial condition.
Quality management plays an essential role in determining and meeting
customer requirements, preventing defects, improving the Company’s
products and services and maintaining the integrity of the data that
supports the safety and efficacy of our products.
Our future success depends on our ability to maintain and continuously
improve our quality management program. An inability to address a
quality or safety issue in an effective and timely manner may also cause
negative publicity, a loss of customer confidence in us or our current
or future products, which may result in the loss of sales and difficulty
in successfully launching new products. In addition, a successful claim
brought against us in excess of available insurance or not covered by
indemnification agreements, or any claim that results in significant
adverse publicity against us, could have an adverse effect on our
business and our reputation.
We plan to implement new lines of business or offer new products and
services within existing lines of business.
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.
Security breaches and other disruptions could compromise our information
and expose us to liability, which would cause our business and
reputation to suffer.
We collect and store sensitive data, including intellectual property,
our proprietary business information and that of our customers, and
personally identifiable information of our employees, in our data
centers and on our networks. The secure processing, maintenance and
transmission of this information is critical to our operations and
business strategy. Despite our security measures, our information
technology and infrastructure may be vulnerable to attacks by hackers or
breached due to employee error, malfeasance or other disruptions. Any
such breach could compromise our networks and the information stored
there could be accessed, publicly disclosed, lost or stolen. Any such
access, disclosure or other loss of information could result in legal
claims or proceedings, liability under laws that protect the privacy of
personal information, and regulatory penalties, disrupt our operations
and the services we provide to customers, and damage our reputation, and
cause a loss of confidence in our products and services, which could
adversely affect our business/operating margins, revenues and
competitive position.
The secure processing, maintenance and transmission of this information
is critical to our operations and business strategy, and we devote
significant resources to protecting our information by running our own
software as unikernels. The expenses associated with protecting our
information/ these steps could reduce our operating margins.
An intentional or unintentional disruption, failure, misappropriation or
corruption of our network and information systems could severely affect
our business.
Such an event might be caused by computer hacking, computer viruses,
worms and other destructive or disruptive software, "cyber attacks" and
other malicious activity, as well as natural disasters, power outages,
terrorist attacks and similar events. Such events could have an adverse
impact on us and our customers, including degradation of service,
service disruption, excessive call volume to call centers and damage to
our plant, equipment and data. In addition, our future results could be
adversely affected due to the theft, destruction, loss, misappropriation
or release of confidential customer data or intellectual property.
Operational or business delays may result from the disruption of network
or information systems and the subsequent remediation activities.
Moreover, these events may create negative publicity resulting in
reputation or brand damage with customers.
The Company’s success depends on the experience and skill of the board
of directors, its executive officers and key employees.
In particular, the Company is dependent on Ian Eyberg who is CEO of the
Company. The Company has employment agreements with Ian Eyberg although
there can be no assurance that it will do so or that they will continue
to be employed by the Company for a particular period of time. The loss
of Ian Eyberg or any member of the board of directors or executive
officer could harm the Company’s business, financial condition, cash
flow and results of operations.
We rely on various intellectual property rights, including patents and
trademarks in order to operate our business.
Such intellectual property rights, however, may not be sufficiently
broad or otherwise may not provide us a significant competitive
advantage. In addition, the steps that we have taken to maintain and
protect our intellectual property may not prevent it from being
challenged, invalidated, circumvented or designed-around, particularly
in countries where intellectual property rights are not highly developed
or protected. In some circumstances, enforcement may not be available to
us because an infringer has a dominant intellectual property position or
for other business reasons, or countries may require compulsory
licensing of our intellectual property. Our failure to obtain or
maintain intellectual property rights that convey competitive advantage,
adequately protect our intellectual property or detect or prevent
circumvention or unauthorized use of such property, could adversely
impact our competitive position and results of operations. We also rely
on nondisclosure and noncompetition agreements with employees,
consultants and other parties to protect, in part, trade secrets and
other proprietary rights. There can be no assurance that these
agreements will adequately protect our trade secrets and other
proprietary rights and will not be breached, that we will have adequate
remedies for any breach, that others will not independently develop
substantially equivalent proprietary information or that third parties
will not otherwise gain access to our trade secrets or other proprietary
rights.
As we expand our business, protecting our intellectual property will
become increasingly important. The protective steps we have taken may be
inadequate to deter our competitors from using our proprietary
information. In order to protect or enforce our patent rights, we may be
required to initiate litigation against third parties, such as
infringement lawsuits. Also, these third parties may assert claims
against us with or without provocation. These lawsuits could be
expensive, take significant time and could divert management’s attention
from other business concerns. The law relating to the scope and validity
of claims in the technology field in which we operate is still evolving
and, consequently, intellectual property positions in our industry are
generally uncertain. We cannot assure you that we will prevail in any of
these potential suits or that the damages or other remedies awarded, if
any, would be commercially valuable.
From time to time, third parties may claim that one or more of our
products or services infringe their intellectual property rights.
Any dispute or litigation regarding patents or other intellectual
property could be costly and time-consuming due to the complexity of our
technology and the uncertainty of intellectual property litigation and
could divert our management and key personnel from our business
operations. A claim of intellectual property infringement could force us
to enter into a costly or restrictive license agreement, which might not
be available under acceptable terms or at all, could require us to
redesign our products, which would be costly and time-consuming, and/or
could subject us to an injunction against development and sale of
certain of our products or services. We may have to pay substantial
damages, including damages for past infringement if it is ultimately
determined that our products infringe on a third party’s proprietary
rights. Even if these claims are without merit, defending a lawsuit
takes significant time, may be expensive and may divert management’s
attention from other business concerns. Any public announcements related
to litigation or interference proceedings initiated or threatened
against us could cause our business to be harmed. Our intellectual
property portfolio may not be useful in asserting a counterclaim, or
negotiating a license, in response to a claim of intellectual property
infringement. In certain of our businesses we rely on third party
intellectual property licenses and we cannot ensure that these licenses
will be available to us in the future on favorable terms or at
all.
The amount of capital the Company is attempting to raise in this
Offering is not enough to sustain the Company’s current business plan.
In order to achieve the Company’s near and long-term goals, the Company
will 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 will 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 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.
The Company is dependent on Ian Eyberg in order to conduct its
operations and execute its 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 Ian Eyberg
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 its operations.
We are subject to income taxes as well as non-income based taxes, such
as payroll, sales, use, value-added, net worth, property and goods and
services taxes, in both the U.S. [and various foreign jurisdictions].
Significant judgment is required in determining our provision for income
taxes and other tax liabilities. In the ordinary course of our business,
there are many transactions and calculations where the ultimate tax
determination is uncertain. Although we believe that our tax estimates
are reasonable: (i) there is no assurance that the final determination
of tax audits or tax disputes will not be different from what is
reflected in our income tax provisions, expense amounts for non-income
based taxes and accruals and (ii) any material differences could have an
adverse effect on our financial position and results of operations in
the period or periods for which determination is made.
We are not subject to Sarbanes-Oxley regulations and lack the financial
controls and safeguards required of public companies.
We do not have the internal infrastructure necessary, and are not
required, to complete an attestation about our financial controls that
would be required under Section 404 of the Sarbanes-Oxley Act of 2002.
There can be no assurance that there are no significant deficiencies or
material weaknesses in the quality of our financial controls. We expect
to incur additional expenses and diversion of management’s time if and
when it becomes necessary to perform the system and process evaluation,
testing and remediation required in order to comply with the management
certification and auditor attestation requirements.
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.
The Company’s business operations may be materially adversely affected
by a pandemic such as the Coronavirus (COVID-19) outbreak.
In December 2019, a novel strain of coronavirus was reported to have
surfaced in Wuhan, China, which spread throughout other parts of the
world, including the United States. On January 30, 2020, the World
Health Organization declared the outbreak of the coronavirus disease
(COVID-19) a “Public Health Emergency of International Concern.” On
January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar
II declared a public health emergency for the United States to aid the
U.S. healthcare community in responding to COVID-19, and on March 11,
2020 the World Health Organization characterized the outbreak as a
“pandemic.” COVID-19 resulted in a widespread health crisis that
adversely affected the economies and financial markets worldwide. The
Company’s business could be materially and adversely affected. The
extent to which COVID-19 impacts the Company’s business will depend on
future developments, which are highly uncertain and cannot be predicted,
including new information which may emerge concerning the severity of
COVID-19 and the actions to contain COVID-19 or treat its impact, among
others. If the disruptions posed by COVID-19 or other matters of global
concern continue for an extended period of time, the Company’s
operations may be materially adversely affected.
We face risks related to health epidemics and other outbreaks, which
could significantly disrupt the Company’s operations and could have a
material adverse impact on us.
The outbreak of pandemics and epidemics could materially and adversely
affect the Company’s business, financial condition, and results of
operations. If a pandemic occurs in areas in which we have material
operations or sales, the Company’s business activities originating from
affected areas, including sales, materials, and supply chain related
activities, could be adversely affected. Disruptive activities could
include the temporary closure of facilities used in the Company’s supply
chain processes, restrictions on the export or shipment of products
necessary to run the Company’s business, business closures in impacted
areas, and restrictions on the Company’s employees’ or consultants’
ability to travel and to meet with customers, vendors or other business
relationships. The extent to which a pandemic or other health outbreak
impacts the Company’s results will depend on future developments, which
are highly uncertain and cannot be predicted, including new information
which may emerge concerning the severity of a virus and the actions to
contain it or treat its impact, among others. Pandemics can also result
in social, economic, and labor instability which may adversely impact
the Company’s business.
If the Company’s employees or employees of any of the Company’s vendors,
suppliers or customers become ill or are quarantined and in either or
both events are therefore unable to work, the Company’s operations could
be subject to disruption. The extent to which a pandemic affects the
Company’s results will depend on future developments that are highly
uncertain and cannot be predicted.
We face risks relating to public health conditions such as the COVID-19
pandemic, which could adversely affect the Company’s customers,
business, and results of operations.
Our business and prospects could be materially adversely affected by the
COVID-19 pandemic or recurrences of that or any other such disease in
the future. Material adverse effects from COVID-19 and similar
occurrences could result in numerous known and currently unknown ways
including from quarantines and lockdowns which impair the Company’s
business including: marketing and sales efforts, supply chain, etc. If
the Company purchases materials from suppliers in affected areas, the
Company may not be able to procure such products in a timely manner. The
effects of a pandemic can place travel restrictions on key personnel
which could have a material impact on the business. 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, resulting in an
economic downturn that could reduce the demand for the Company’s
products and impair the Company’s business prospects including as a
result of being unable to raise additional capital on acceptable terms
to us, if at all.
Fluctuations in the mix of customer demand for our various types of
solution offerings could impact our financial performance and ability to
forecast performance.
Due to fluctuations in customer needs, changes in customer industries,
and general economic conditions, customer demand for the range of our
offerings varies from time to time and is not predictable. [give example
of volatile product/service line.] In addition, our gross margins vary
by customer and by segment and the mix of services provided to our
customers could impact our results of operations as certain of our
customers and segments have different gross margin profiles. Generally,
the profitability of an account increases over time. As a result, the
mix of solutions we provide to our customers varies at any given time,
both within a quarter and from quarter-to-quarter. These variations in
service mix impact gross margins and the predictability of gross margins
for any period. You should not rely on the results of any one quarter as
an indication of our future performance.
Our operating results may fluctuate due to factors that are difficult to
forecast and not within our control.
Our past operating results may not be accurate indicators of future
performance, and you should not rely on such results to predict our
future performance. Our operating results have fluctuated significantly
in the past, and could fluctuate in the future. Factors that may
contribute to fluctuations include:
* changes in aggregate capital spending, cyclicality and other economic
conditions, or domestic and international demand in the industries we
serve;
* our ability to effectively manage our working capital;
* our ability to satisfy consumer demands in a timely and cost-effective
manner;
* pricing and availability of labor and materials;
* our inability to adjust certain fixed costs and expenses for changes
in demand;
* shifts in geographic concentration of customers, supplies and labor
pools; and
* seasonal fluctuations in demand and our revenue.
If we fail to attract and retain enough sufficiently trained customer
service associates and other personnel to support our operations, our
business and results of operations will be seriously harmed.
We rely on customer service associates, and our success depends to a
significant extent on our ability to attract, hire, train and retain
qualified customer service associates. Companies in our industry,
including us, experience high employee attrition. Our attrition rate for
our customer service associates who remained with us following a 90-day
training and orientation period was on average approximately 5% per
month. A significant increase in the attrition rate among our customer
service associates could decrease our operating efficiency and
productivity. Our failure to attract, train and retain customer service
associates with the qualifications necessary to fulfill the needs of our
existing and future clients would seriously harm our business and
results of operations.
Our ability to sell our products and services is dependent on the
quality of our technical support services, and our failure to offer high
quality technical support services would have a material adverse effect
on our sales and results of operations.
Once our products are deployed within our end-customers’ operations,
end-customers depend on our technical support services to resolve any
issues relating to these products. If we do not effectively assist our
customers in deploying these products, succeed in helping our customers
quickly resolve post-deployment issues, and provide effective ongoing
support, our ability to sell additional products and services to
existing customers would be adversely affected and our reputation with
potential customers could be damaged. As a result, our failure to
maintain high quality support services would have an adverse effect on
our business and results of operations.
We may be adversely affected by cyclicality, volatility or an extended
downturn in the United States or worldwide economy, or in or related to
the industries we serve.
Our revenues are generated primarily from servicing customers seeking to
hire qualified professionals in the technology industry. Demand for
these professionals tends to be tied to economic and business cycles.
Increases in the unemployment rate, specifically in the technology and
other vertical industries we serve, cyclicality or an extended downturn
in the economy could cause our revenues to decline. Therefore, our
operating results, business and financial condition could be
significantly harmed by an extended economic downturn or future
downturns, especially in regions or industries where our operations are
heavily concentrated. Further, we may face increased pricing pressures
during such periods as customers seek to use lower cost or fee services,
which may adversely affect our financial condition and results of
operations.
We are subject to rapid technological change and dependence on new
product development.
Our industry is characterized by rapid and significant technological
developments, frequent new product introductions and enhancements,
continually evolving business expectations and swift changes. To compete
effectively in such markets, we must continually improve and enhance our
products and services and develop new technologies and services that
incorporate technological advances, satisfy increasing customer
expectations and compete effectively on the basis of performance and
price. Our success will also depend substantially upon our ability to
anticipate, and to adapt our products and services to our collaborative
partner’s preferences. There can be no assurance that technological
developments will not render some of our products and services obsolete,
or that we will be able to respond with improved or new products,
services, and technology that satisfy evolving customers’ expectations.
Failure to acquire, develop or introduce new products, services, and
enhancements in a timely manner could have an adverse effect on our
business and results of operations. Also, to the extent one or more of
our competitors introduces products and services that better address a
customer’s needs, our business would be adversely affected.
Failure to obtain new clients or renew client contracts on favorable
terms could adversely affect results of operations.
We may face pricing pressure in obtaining and retaining our clients. Our
clients may be able to seek price reductions from us when they renew a
contract, when a contract is extended, or when the client’s business has
significant volume changes. They may also reduce services if they decide
to move services in-house. On some occasions, this pricing pressure
results in lower revenue from a client than we had anticipated based on
our previous agreement with that client. This reduction in revenue could
result in an adverse effect on our business and results of
operations.
Further, failure to renew client contracts on favorable terms could have
an adverse effect on our business. Our contracts with clients generally
run for several years and include liquidated damage provisions that
provide for early termination fees. Terms are generally renegotiated
prior to the end of a contract’s term. If we are not successful in
achieving a high rate of contract renewals on favorable terms, our
business and results of operations could be adversely affected.
We derive significant revenue and profit from commercial and federal
government contracts awarded through competitive bidding processes,
including renewals, which can impose substantial costs on us.
Many of these contracts are extremely complex and require the investment
of significant resources in order to prepare accurate bids and
proposals. Competitive bidding imposes substantial costs and presents a
number of risks, including: (i) the substantial cost and managerial time
and effort that we spend to prepare bids and proposals for contracts
that may or may not be awarded to us; (ii) the need to estimate
accurately the resources and costs that will be required to implement
and service any contracts we are awarded, sometimes in advance of the
final determination of their full scope and design; (iii) the expense
and delay that may arise if our competitors protest or challenge awards
made to us pursuant to competitive bidding, and the risk that such
protests or challenges could result in the requirement to resubmit bids,
and in the termination, reduction, or modification of the awarded
contracts; and (iv) the opportunity cost of not bidding on and winning
other contracts we might otherwise pursue. Adverse events or
developments in any of these bidding risks and uncertainties could
materially and negatively impact our business and results of
operations.
We may rely on subcontractors and partners to provide customers with a
single-source solution or we may serve as a subcontractor to a third
party prime contractor.
From time to time, we may engage subcontractors, teaming partners or
other third parties to provide our customers with a single-source
solution for a broader range of service needs. Similarly, we are and may
in the future be engaged as a subcontractor to a third party prime
contractor. Subcontracting arrangements pose unique risks to us because
we do not have control over the customer relationship, and our ability
to generate revenue under the subcontract is dependent on the prime
contractor, its performance and relationship with the customer and its
relationship with us. While we believe that we perform appropriate due
diligence on our prime contractors, subcontractors and teaming partners
and that we take adequate measures to ensure that they comply with the
appropriate laws and regulations, we cannot guarantee that those parties
will comply with the terms set forth in their agreements with us (or in
the case of a prime contractor, their agreement with the customer), or
that they will be reasonable in construing their contractual rights and
obligations, always act appropriately in dealing with us or customers,
provide adequate service, or remain in compliance with the relevant
laws, rules or regulations. We may have disputes with our prime
contractors, subcontractors, teaming partners or other third parties
arising from the quality and timeliness of work being performed,
customer concerns, contractual interpretations or other matters. We may
be exposed to liability if we lose or terminate a subcontractor or
teaming partner due to a dispute, and subsequently have difficulty
engaging an appropriate replacement or otherwise performing their
functions in-house, such that we fail to fulfill our contractual
obligations to our customer. In the event a prime contract, under which
we serve as a subcontractor, is terminated, whether for non-performance
by the prime contractor or otherwise, then our subcontract will
similarly terminate and we could face contractual liability and the
resulting contract loss could adversely affect our business and results
of operations.
Our business and financial condition may be impacted by military
actions, global terrorism, natural disasters and political unrest.
Military actions in Iraq, Afghanistan and elsewhere, global terrorism,
natural disasters and political unrest in the Middle East and other
countries are among the factors that may adversely impact regional and
global economic conditions and our clients’ ability, capacity and need
to invest in our services. Additionally, hurricanes or other
unanticipated catastrophes, both in the U.S. and globally, could disrupt
our operations and negatively impact our business as well as disrupt our
clients’ businesses, which may result in a further adverse impact on our
business. As a result, significant disruptions caused by such events
could materially and adversely affect our business and financial
condition.
The Company could be negatively impacted if found to have infringed on
intellectual property rights.
Technology companies, including many of the Company’s competitors,
frequently enter into litigation based on allegations of patent
infringement or other violations of intellectual property rights. In
addition, patent holding companies seek to monetize patents they have
purchased or otherwise obtained. As the Company grows, the intellectual
property rights claims against it will likely increase. The Company
intends to vigorously defend infringement actions in court and before
the U.S. International Trade Commission. The plaintiffs in these actions
frequently seek injunctions and substantial damages. Regardless of the
scope or validity of such patents or other intellectual property rights,
or the merits of any claims by potential or actual litigants, the
Company may have to engage in protracted litigation. If the Company is
found to infringe one or more patents or other intellectual property
rights, regardless of whether it can develop non-infringing technology,
it may be required to pay substantial damages or royalties to a
third-party, or it may be subject to a temporary or permanent injunction
prohibiting the Company from marketing or selling certain products. In
certain cases, the Company may consider the desirability of entering
into licensing agreements, although no assurance can be given that such
licenses can be obtained on acceptable terms or that litigation will not
occur. These licenses may also significantly increase the Company’s
operating expenses.
Regardless of the merit of particular claims, litigation may be
expensive, time-consuming, disruptive to the Company’s operations and
distracting to management. In recognition of these considerations, the
Company may enter into arrangements to settle litigation. If one or more
legal matters were resolved against the Company’s consolidated financial
statements for that reporting period could be materially adversely
affected. Further, such an outcome could result in significant
compensatory, punitive or trebled monetary damages, disgorgement of
revenue or profits, remedial corporate measures or injunctive relief
against the Company that could adversely affect its financial condition
and results of operations.
Indemnity provisions in various agreements potentially expose us to
substantial liability for intellectual property infringement and other
losses.
Our agreements with advertisers, advertising agencies, customers and
other third parties may include indemnification provisions under which
we agree to indemnify them for losses suffered or incurred as a result
of claims of intellectual property infringement, damages caused by us to
property or persons, or other liabilities relating to or arising from
our products, services or other contractual obligations. The term of
these indemnity provisions generally survives termination or expiration
of the applicable agreement. Large indemnity payments would harm our
business, financial condition and results of operations. In addition,
any type of intellectual property lawsuit, whether initiated by us or a
third party, would likely be time consuming and expensive to resolve and
would divert management’s time and attention.
We rely heavily on our technology and intellectual property, but we may
be unable to adequately or cost-effectively protect or enforce our
intellectual property rights, thereby weakening our competitive position
and increasing operating costs.
To protect our rights in our services and technology, we rely on a
combination of copyright and trademark laws, patents, trade secrets,
confidentiality agreements with employees and third parties, and
protective contractual provisions. We also rely on laws pertaining to
trademarks and domain names to protect the value of our corporate brands
and reputation. Despite our efforts to protect our proprietary rights,
unauthorized parties may copy aspects of our services or technology,
obtain and use information, marks, or technology that we regard as
proprietary, or otherwise violate or infringe our intellectual property
rights. In addition, it is possible that others could independently
develop substantially equivalent intellectual property. If we do not
effectively protect our intellectual property, or if others
independently develop substantially equivalent intellectual property,
our competitive position could be weakened.
Effectively policing the unauthorized use of our services and technology
is time-consuming and costly, and the steps taken by us may not prevent
misappropriation of our technology or other proprietary assets. The
efforts we have taken to protect our proprietary rights may not be
sufficient or effective, and unauthorized parties may copy aspects of
our services, use similar marks or domain names, or obtain and use
information, marks, or technology that we regard as proprietary. We may
have to litigate to enforce our intellectual property rights, to protect
our trade secrets, or to determine the validity and scope of others’
proprietary rights, which are sometimes not clear or may change.
Litigation can be time consuming and expensive, and the outcome can be
difficult to predict.
We rely on agreements with third parties to provide certain services,
goods, technology, and intellectual property rights necessary to enable
us to implement some of our applications.
Our ability to implement and provide our applications and services to
our clients depends, in part, on services, goods, technology, and
intellectual property rights owned or controlled by third parties. These
third parties may become unable to or refuse to continue to provide
these services, goods, technology, or intellectual property rights on
commercially reasonable terms consistent with our business practices, or
otherwise discontinue a service important for us to continue to operate
our applications. If we fail to replace these services, goods,
technologies, or intellectual property rights in a timely manner or on
commercially reasonable terms, our operating results and financial
condition could be harmed. In addition, we exercise limited control over
our third-party vendors, which increases our vulnerability to problems
with technology and services those vendors provide. If the services,
technology, or intellectual property of third parties were to fail to
perform as expected, it could subject us to potential liability,
adversely affect our renewal rates, and have an adverse effect on our
financial condition and results of operations.
We depend on profitable royalty-bearing licenses of our technology, and
if we are unable to maintain and generate such license agreements, then
we may not be able to sustain existing levels of revenue or increase
revenue.
We depend upon the identification, investment in and license of new
patents for our revenues. If we are unable to maintain such license
agreements and to continue to develop new license arrangements, then we
may not have the resources to identify new technology-based
opportunities for future patents and inventions in order to maintain
sustainable revenue and growth.
Our current or future license agreements may not provide the volume or
quality of royalty revenue to sustain our business. In some cases, other
technology sources may compete against us as they seek to license and
commercialize technologies. These and other strategies may reduce the
number of technology sources and potential clients to whom we can market
our services. Our inability to maintain current relationships and
sources of technology or to secure new licensees, may have a material
adverse effect on our business and results of operations.
If we fail to maintain or expand our relationships with our suppliers,
in some cases single-source suppliers, we may not have adequate access
to new or key technology necessary for our products, which may impair
our ability to deliver leading-edge products.
In addition to the technologies we develop, our suppliers develop
product innovations at our direction that are requested by our
customers. Further, we rely heavily on our component suppliers, such as
Google, and Amazon, to provide us with leading-edge components that
conform to required specifications or contractual arrangements on time
and in accordance with a product roadmap. If we are not able to maintain
or expand our relationships with our suppliers or continue to leverage
their research and development capabilities to develop new technologies
desired by our customers, our ability to deliver leading-edge products
in a timely manner may be impaired and we could be required to incur
additional research and development expenses. Also, disruption in our
supply chain or the need to find alternative suppliers could impact the
costs and/or timing associated with procuring necessary products,
components and services. Similarly, suppliers have operating risks that
could impact our business. These risks could create product time delays,
inventory and invoicing problems, staging delays, and other operational
difficulties.
We must acquire or develop new products, evolve existing ones, address
any defects or errors, and adapt to technology change.
Technical developments, client requirements, programming languages, and
industry standards change frequently in our markets. As a result,
success in current markets and new markets will depend upon our ability
to enhance current products, address any product defects or errors,
acquire or develop and introduce new products that meet client needs,
keep pace with technology changes, respond to competitive products, and
achieve market acceptance. Product development requires substantial
investments for research, refinement, and testing. We may not have
sufficient resources to make necessary product development investments.
We may experience technical or other difficulties that will delay or
prevent the successful development, introduction, or implementation of
new or enhanced products. We may also experience technical or other
difficulties in the integration of acquired technologies into our
existing platform and applications. Inability to introduce or implement
new or enhanced products in a timely manner could result in loss of
market share if competitors are able to provide solutions to meet
customer needs before we do, give rise to unanticipated expenses related
to further development or modification of acquired technologies as a
result of integration issues, and adversely affect future performance.
Our failure to deliver high quality server solutions could damage our
reputation and diminish demand for our products, and subject us to
liability.
Our customers require our products to perform at a high level, contain
valuable features and be extremely reliable. The design of our server
solutions is sophisticated and complex, and the process for
manufacturing, assembling and testing our server solutions is
challenging. Occasionally, our design or manufacturing processes may
fail to deliver products of the quality that our customers require. For
example, a vendor may provide us with a defective component that failed
under certain heavy use applications. As a result, our product would
need to be repaired. The vendor may agree to pay for the costs of the
repairs, but we may incur costs in connection with the recall and
diverted resources from other projects. New flaws or limitations in our
products may be detected in the future. Part of our strategy is to bring
new products to market quickly, and first-generation products may have a
higher likelihood of containing undetected flaws. If our customers
discover defects or other performance problems with our products, our
customers’ businesses, and our reputation, may be damaged. Customers may
elect to delay or withhold payment for defective or underperforming
products, request remedial action, terminate contracts for untimely
delivery, or elect not to order additional products. If we do not
properly address customer concerns about our products, our reputation
and relationships with our customers may be harmed. In addition, we may
be subject to product liability claims for a defective product. Any of
the foregoing could have an adverse effect on our business and results
of operations.
Cyclical and seasonal fluctuations in the economy, in internet usage and
in traditional retail shopping may have an effect on our business.
Both cyclical and seasonal fluctuations in internet usage and
traditional retail seasonality may affect our business. Internet usage
generally slows during the summer months, and queries typically increase
significantly in the fourth quarter of each year. These seasonal trends
may cause fluctuations in our quarterly results, including fluctuations
in revenues.
The products 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 and service 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.
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.
If we do not respond to technological changes or upgrade our websites
and technology systems, our growth prospects and results of operations
could be adversely affected.
To remain competitive, we must continue to enhance and improve the
functionality and features of our websites and technology
infrastructure. As a result, we will need to continue to improve and
expand our hosting and network infrastructure and related software
capabilities. These improvements may require greater levels of spending
than we have experienced in the past. Without such improvements, our
operations might suffer from unanticipated system disruptions, slow
application performance or unreliable service levels, any of which could
negatively affect our reputation and ability to attract and retain
customers and contributors. Furthermore, in order to continue to attract
and retain new customers, we are likely to incur expenses in connection
with continuously updating and improving our user interface and
experience. We may face significant delays in introducing new services,
products and enhancements. If competitors introduce new products and
services using new technologies or if new industry standards and
practices emerge, our existing websites and our proprietary technology
and systems may become obsolete or less competitive, and our business
may be harmed. In addition, the expansion and improvement of our systems
and infrastructure may require us to commit substantial financial,
operational and technical resources, with no assurance that our business
will improve.
We currently obtain components from single or limited sources, and are
subject to significant supply and pricing risks.
Many components, including those that are available from multiple
sources, are at times subject to industry-wide shortages and significant
commodity pricing fluctuations. While the Company has entered into
agreements for the supply of many components, there can be no assurance
that we will be able to extend or renew these agreements on similar
terms, or at all. A number of suppliers of components may suffer from
poor financial conditions, which can lead to business failure for the
supplier or consolidation within a particular industry, further limiting
our ability to obtain sufficient quantities of components. The follow-on
effects from global economic conditions on our suppliers, also could
affect our ability to obtain components. Therefore, we remain subject to
significant risks of supply shortages and price increases.
Our products often utilize custom components available from only one
source. Continued availability of these components at acceptable prices,
or at all, may be affected for any number of reasons, including if those
suppliers decide to concentrate on the production of common components
instead of components customized to meet our requirements. The supply of
components for a new or existing product could be delayed or
constrained, or a key manufacturing vendor could delay shipments of
completed products to us adversely affecting our business and results of
operations.
The Company depends on the performance of distributors, carriers and
other resellers.
The Company distributes its products through cellular network carriers,
wholesalers, national and regional retailers, and value-added resellers,
many of whom distribute products from competing manufacturers. The
Company also sells its products and third-party products in most of its
major markets directly to education, enterprise and government
customers, and consumers and small and mid-sized businesses through its
online and retail stores.
Many resellers have narrow operating margins and have been adversely
affected in the past by weak economic conditions. Some resellers have
perceived the expansion of the Company’s direct sales as conflicting
with their business interests as distributors and resellers of the
Company’s products. Such a perception could discourage resellers from
investing resources in the distribution and sale of the Company’s
products or lead them to limit or cease distribution of those products.
The Company has invested and will continue to invest in programs to
enhance reseller sales, including [staffing selected resellers’ stores
with Company employees and contractors, and] improving product placement
displays. These programs could require a substantial investment while
providing no assurance of return or incremental revenue. The financial
condition of these resellers could weaken, these resellers could stop
distributing the Company’s products, or uncertainty regarding demand for
the Company’s products could cause resellers to reduce their ordering
and marketing of the Company’s products.
Risks Related to the Securities
The Units of Crowd SAFE (Simple Agreement for Future Equity) will not be
freely tradable until one year from the initial purchase date. Although
the Units of Crowd SAFE (Simple Agreement for Future Equity) 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 Crowd
SAFE (Simple Agreement for Future Equity). Because the Units of Crowd
SAFE (Simple Agreement for Future Equity) have not been registered under
the Securities Act or under the securities laws of any state or
non-United States jurisdiction, the Units of Crowd SAFE (Simple
Agreement for Future Equity) 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 Units of Crowd SAFE (Simple Agreement for Future
Equity) may also adversely affect the price that you might be able to
obtain for the Units of Crowd SAFE (Simple Agreement for Future Equity)
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.
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.
No governmental agency has reviewed or passed upon this Offering, the
Company or any Securities of the Company. The Company also has relied on
exemptions from securities registration requirements under applicable
state securities laws. Investors in the Company, therefore, 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 this Offering on their own
or in conjunction with their personal advisors.
No Guarantee of Return on Investment
There is no assurance that a Purchaser will realize a return on its
investment or that it will not lose its entire investment. For this
reason, each Purchaser should read the Form C and all Exhibits carefully
and should consult with its own attorney and business advisor prior to
making any investment decision.
A majority of the Company is owned by a small number of owners.
Prior to the Offering the Company’s current owners of 20% or more
beneficially own up to 63.8% of the Company. Subject to any fiduciary
duties owed to our other owners or investors under Delaware law, these
owners may be able to exercise significant influence over matters
requiring owner approval, including the election of directors or
managers and approval of significant Company transactions, and will have
significant control over the Company’s management and policies. Some of
these persons may have interests that are different from yours. For
example, these owners may support proposals and actions with which you
may disagree. The concentration of ownership could delay or prevent a
change in control of the Company or otherwise discourage a potential
acquirer from attempting to obtain control of the Company, which in turn
could reduce the price potential investors are willing to pay for the
Company. In addition, these owners could use their voting influence to
maintain the Company’s existing management, delay or prevent changes in
control of the Company, or support or reject other management and board
proposals that are subject to owner approval.
The Company has the right to extend the Offering deadline.
The Company may extend the Offering deadline beyond what is currently
stated herein. This means that your investment may continue to be held
in escrow while the Company attempts to raise the Minimum Amount even
after the Offering deadline stated herein is reached. 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.
Purchasers will not become equity holders until the Company decides to
convert the Securities into CF Shadow Securities or until an IPO or sale
of the Company.
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. 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, 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.
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. Upon such conversion and pursuant to a provision in the
Crowd SAFE, CF Shadow Securities holders will grant an irrevocable proxy
to the Company’s CEO to vote the underlying securities that will be
acquire upon conversion on all matters coming before the shareholders
for a vote. The CEO does not have any fiduciary duty to you to vote
shares in a manner that is in your best interests. Accordingly, the CEO
may vote its proxy in a manner that may not be in the best interests of
you as a security holder. For example, the CEO may vote the proxy in
favor of an amendment to our charter that adversely affects the rights
of the holders of your class of securities in order to allow for a new
investment to occur where the new investor requires senior rights.
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
may have such rights. Regulation CF requires only the provision of an
annual report on Form C and no additional information. This lack of
information could put Purchasers at a disadvantage in general and with
respect to other security holders.
In a dissolution or bankruptcy of the Company, Purchasers will be
treated the same as common equity holders.
In a dissolution or bankruptcy of the Company, Purchasers of Securities
which have not been converted will be entitled to distributions as if
they were common stockholders. 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 stockholders, have been paid in full. If the Securities
have been converted into CF Shadow 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.
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.
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.
The Securities do not have a discount rate.
The Securities do not have a discount rate, which would be applied to
the conversion price of the Securities based on the price of a future
equity financing. Convertible securities often provide a discount rate,
which is applied to the price of the future financing to determine the
conversion price. For instance, if the future equity financing were
priced at $10 per share, convertible securities that incorporated a
discount rate might be convertible at $8 per share. Such discount rate
benefits the convertible security holders, who receive more securities
from the conversion than the purchase price of their convertible
securities would suggest. The Securities do not have a discount rate and
thus, will be convertible at the price established by the future equity
financing regardless of the price of such future securities or the
future valuation of the Company.
The Securities do not accrue interest or otherwise compensate Investors
for the period in which the Company uses proceeds from the Offering.
The Securities will accrue no interest and have no maturity date.
Therefore, Investors will not be compensated for the time in which the
Company uses the proceeds from the Offering before a possible Equity
Financing or Liquidity Event that could result in the conversion of the
Security, to the benefit of the Investor.
When forecasting the hypothetical value of their holdings in different
liquidity event scenarios, Investors should consider the overall
valuation of the Company in addition to their individual return.
When forecasting the hypothetical value of their holdings in different
liquidity event scenarios, Investors should consider the overall
valuation of the Company in addition to their individual return. In a
liquidity event in which the value of an Investor’s stake is determined
by the discount method (that being situations where applying the
Valuation Cap results in a lower return for such Investor), the
Investor’s individual return will be the same regardless of the
Company’s valuation. As an example, a $1,000-dollar investment in Crowd
SAFE units of a hypothetical company with a valuation cap of $10 million
would result in the same return upon a liquidity event in which the
company is valued at either $5 million or $10 million. However,
Investors should consider that an ownership stake in a higher-valued
company is generally preferable to an ownership stake with the same
absolute value in a lower-valued company. The higher-valued company will
have been assessed by the market to be worth more and will have
additional funding with which to pursue its goals and is therefore more
likely to produce greater returns to the Investor over the longer term.
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.
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.
DealMaker Securities LLC, a registered broker-dealer, and member of
FINRA | SIPC, located at 105 Maxess Road, Suite 124, Melville, NY 11747, is the
Intermediary for this offering and is not an affiliate of or connected with the Issuer. Please
check our background on FINRA's
BrokerCheck.
DealMaker Securities LLC does not make investment
recommendations.
DealMaker Securities LLC is NOT placing or selling these securities on
behalf of the Issuer.
DealMaker Securities LLC is NOT soliciting this investment or making any
recommendations by collecting, reviewing, and processing an
Investor's documentation for this investment.
DealMaker Securities LLC conducts Anti-Money Laundering, Identity and
Bad Actor Disqualification reviews of the Issuer, and confirms they are a
registered business in good standing.
DealMaker Securities LLC is NOT vetting or approving the information
provided by the Issuer or the Issuer itself.
Equity crowdfunding investments in private placements, and start-up
investments in particular, are speculative and involve a high degree of risk and those
investors who cannot afford to lose their entire investment should not invest in start-ups.
Companies seeking startup investment through equity crowdfunding tend to be in earlier
stages of development and their business model, products and services may not yet be fully
developed, operational or tested in the public marketplace. There is no guarantee that the
stated valuation and other terms are accurate or in agreement with the market or industry
valuations. Further, investors may receive illiquid and/or restricted stock that may be
subject to holding period requirements and/or liquidity concerns.
Contact information below is provided for Investors to make inquiries and requests to
DealMaker Securities LLC regarding Regulation CF in general, or the
status of such investor’s submitted documentation, specifically. DealMaker Securities
LLC may direct Investors to specific sections of the Offering Circular to locate
information or answers to their inquiry but does not opine or provide guidance on issuer related
matters.
