The Best New Way for African Americans to Invest In or Start a Business
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Oct 26, 2017
Professors, politicians, and prognosticators have-for years-implored the black community to "take all the money you spend on clothes, sho...
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Jetpack
Saving your day with the right products at the right time
Deal highlights
- Exclusive opportunity to invest at an early stage
- 1 of 9 companies accepted into GSVLabs Pioneer Accelerator, a 3-month startup accelerator co-designed with Google Launchpad, and invited to present at Google Demo Day in September 2017
- Targeting >$13 billion and growing college/university on-demand market
- In August 2016, opened first end-to-end fulfillment center in Baltimore, Maryland
Jetpack's pilot program was launched in March 2017 at Stanford University
Established exciting brand partnerships with GoCubes Chewable Coffee, Blowfish for Hangovers, Sambazon Energy, and more
The Problem: There are countless moments when you just need something right away!
On every college campus, students need certain products right away! During these moments, stores are either too far or closed, or students just don't have the time or energy to travel. Traditional delivery platforms take too long because students and professionals are located in buildings or on campuses not easily accessible by the public.
We're specifically focused on campuses where:
1. Access to the nearest store is limited by long distances or early closing times
2. Many students on college campuses do not have easy access to public or private transportation. In fact, on many college campuses, freshmen are prohibited from having cars.
Our Solution
1. We stock student sellers with important products in a backpack they can use everyday.
2. Use tech to connect sellers to students who need products right away.
By stocking students with the right products, we enable super fast delivery via decentralized distribution. Sellers or "Jetpackers" can make extra cash just by going about their normal, daily activities around campus and fulfilling real-time orders.
How It Works
Placing an order on Jetpack is super simple. The user simply picks what product he/she needs, and a Jetpacker will be arrive in a matter of minutes. Payment is also a breeze, since customers can store their credit card information on the app.
The Results
Early Traction from beta launch at Stanford University
With little funding and a lot of pizza and bicycle marketing, we gained early traction at Stanford. We learned a lot from the beta launch which will help us grow faster and operate more efficiently, as we expand to more universities in fall 2017.
Students Love Us!
Our Unique Business Model
On-demand profitability has been challenging for many companies. Our business model and customer acquisition strategy enable positive profit margins while paying Jetpackers $20 per hour. With our initial plan to scale onto four campuses, we can target 39% gross profit margins.
Our projected economics for each campus per semester:
Why Invest?
1. The Market is Huge and Growing
Jetpack is well positioned to enter a lucrative market! The on-demand economy is large and growing. Economic activities centered around online platforms, where independent sellers can offer goods or services to customers, are attracting significant consumer attention and spending. The on-demand economy is attracting more than 22.4 million consumers annually and $57.6 billion in spending.
Data from the National Technology Readiness Survey* (NTRS)2. We Know Our Customers
Who knows college students better than...college students?! Based on our experiences and understanding on campus culture, we identified the types of products and problems that are most crucial to students. We even started an innovative #whywejet photo series highlighting hilarious stories of students when they needed products right away.
#whywejet photo series interviewing Stanford students about their favorite last minute products3. Last Mile Competitive Advantage
We're focused on speedy delivery. The only area where large delivery companies cannot benefit from economies of scale is the final mile of delivery. We are focused on deliveries of less than 15 minutes.
4. Evolving Ad Space
Jetpack is in a unique position to play a role in the evolving ad space. Jetpack can serve as a sample discovery platform for students and a marketing platform for cool brands!
*Results from OnCampus Research's Student Watch SurveyWe have the ability to emotionally connect with a broad collegiate audience online and offline.
We enable offline discovery and online repurchasing via personalized email marketing after Jetpack orders.
Current Brand Partners
We're excited to work with companies who continue to push the needle and provide irresistible consumer experiences. We love introducing students to our awesome partner brands!
Press
Current Investors + Partner Groups
There are many groups that have influenced our journey and have chosen to invest in us. We're thankful for those who believe in our mission.
Letter from The Founder 
Dear Potential Investor,
First and foremost, thank you for learning about Jetpack! Our team is incredibly honored you took the time to learn about what we're building. I'll start by sharing my story. I believe my unique life journey is the reason I've built the resilience necessary to grow as an entrepreneur.
I was born in a small village in Mali. After coming to the United States at an early age to receive advanced medical support, I was faced with the challenge of growing up in New York City while struggling to learn English in a new schooling system. While initially scary, my journey allowed me to meet some of the best people this world has to offer, and it afforded me the opportunity to affect positive change in numerous ways.
During my tenure as President of Columbia University’s NSBE chapter, I helped minority students along their way to becoming engineers. At Procter & Gamble (P&G), I was selected out of 127 technologist applications to receive $20,000 in innovation funding to develop my idea of harnessing cheap magnetic technologies to deliver new-to-the-world products. As a result, I earned a "Transformative Research" award from the company. My next chapter involved making healthy living more affordable for people from all walks of life. While these opportunities have been extremely gratifying, I recognize that true global impact requires embracing the humanity of others and dreaming big.
I first started dreaming big as a senior engineer at P&G. I fell in love with consumer products and their potential, and became fascinated with how the simplest product could have the biggest impact on a person's daily life. I was also excited by the challenge of determining what the consumer wants even when he/she cannot yet articulate the answer.
After a successful beta launch on Stanford University's campus in the spring of 2017, Jetpack has spent the summer optimizing its business model and preparing for expansion. Moving forward, Jetpack will expand its reach to more college campuses and eventually densely populated cities throughout the country. It is our mission to get the products you need when you need them, whether it's late night snacks or crucial medication.
Jetpack represents the new wave of peer-to-peer service. Not only do we make our customers' days easier, we provide great opportunities for our sellers with entrepreneurial spirit and for students looking for new ways to connect with their peers. Join us as we revolutionize the way consumer products are discovered and distributed.
Sincerely,
Fatima Dicko
Founder & CEO of Jetpack
Deal terms
Deadline
Oct 28
Jetpack needs to reach their minimum funding goal before
the deadline. If they don’t, all investments will be refunded.
Learn more
Type of security
Crowd SAFE
·
Learn more
The Crowd SAFE is an agreement for future equity in the startup,
meaning that it can convert to equity in the future.
Discount
20%
If a trigger event for Jetpack occurs, the discount provision
gives investors equity shares (or equal value in cash) at a reduced price.
Learn more.
Valuation cap
$3,000,000
The maximum valuation at which your investment converts
into equity shares or cash.
Learn more.
Funding goal
$50,000 – $1,070,000
Jetpack needs to raise
$1M
before the deadline. The maximum amount Jetpack is willing
to raise is $1.07M.
Learn more
Documents
Official filing on SEC.gov
Form C
Company documents
Jetpack Crowd SAFE
About Jetpack
Legal Name
Jetpack, Inc.
Founded
May 2017
Form
Delaware
Corporation
Headquarters
601 Bowdoin Lane
528
, Stanford, CA
Headquarters
601 Bowdoin Lane, Stanford, CA, US
Jetpack Team
Phoebe Yao
Customer Experience
Phoebe is an undergrad at Stanford Unversity, prospective MS&E or Product Design Major. She is a passionate design thinker looking to innovate positive social change through impactful entrepreneurship.
Liang Zhang
UI/UX
Liang is currently studying Computer Science and Product Design at Stanford. With a keen eye for design, he has redesigned the UX of several mobile app interfaces to achieve higher conversion.
Musila Munuve
Design + UX
Musila received his BS in Comp
Sci from Stanford with a
concentration in Human
Computer Interaction. He worked at a mobile tech company called SMSGH,
based in Ghana. He loves design and is
an avid photographer.
Deb Tillett
Brand Strategy Advisor
Deb, a video game veteran, was named the executive director of the Emerging Technology Centers in April 2012. She's been advising early stage tech companies since 1989 and previously served as a computer game company executive for over 2 decades.
Sam Zappas
Growth Advisor
Sam is a co-founder of appbackr. He has launched many successful companies including Acmepet, which was acquired by PetSmart. He launched The Johns Hopkins University Media Center and has served on the University System of Maryland Board since 2001.
Julie Floersch
Photography
After originally studying apparel design at the Fashion Institute of Technology in New York City, Julie starting taking photographs since 2011. She shoots with the goal of helping brands connect with their customers.
Chris Peralta
GSVLabs Advisor
Chris has over 15 yrs experience in the mobile and tech sector. He is currently the Founder & CEO of Manila Valley, an accelerator program in Silicon Valley focused on startups in the Philippines. He has executed deals with Dropbox, Amazon & Facebook
Brandon Kamin
Video Production
Launching bearbearpro, Brandon makes films with / for / serving inspiring people.
Fatima Dicko
Founder + CEO
Jayden Windle
Lead Developer
Lawrence Morris
Finance + Data Officer
Ryan E. Middleton, Esq.
Growth + Counsel
Phoebe Yao
Customer Experience
Liang Zhang
UI/UX
Musila Munuve
Design + UX
Deb Tillett
Brand Strategy Advisor
Sam Zappas
Growth Advisor
Julie Floersch
Photography
Chris Peralta
GSVLabs Advisor
Brandon Kamin
Video Production
Jason Towns
Advisor
Upcoming events
Press
FAQ
What is Jetpack?
What is Jetpack?
Jetpack is a peer-to-peer delivery service for college students. We deliver the most popular, sought-after products within minutes.
How does it work?
How does it work?
Students simply download our app, pick the product they need and a Jetpacker will be over within minutes to deliver the requested products. Payment is super simple and takes place within the app.
Who are Jetpackers?
Who are Jetpackers?
Jetpackers are students! They carry our products in a Jetpack that may be used as their everyday backpack. Jetpackers can go about their daily routine and choose which orders to fulfill.
How are Jetpackers selected?
How are Jetpackers selected?
Anyone with a verified student email address on a campus where we operate may apply to become a Jetpacker. We prioritize approving Jetpackers across every dorm and region on campus so they are equally distributed.
How much do Jetpackers get paid?
How much do Jetpackers get paid?
Jetpackers get paid the equivalent of $20 per hour. For every product delivered, a Jetpacker can receive up to $5. In any given week, a Jetpacker can earn $150 with only 30 transactions. Our platform is engineered to minimize the energy needed to fulfill an order while maximizing our Jetpackers' entrepreneurial spirit.
What products are available on Jetpack?
What products are available on Jetpack?
Jetpack focuses on products students need right away. Items from our launch at Stanford included chewable coffee cubes, phone chargers, hangover cures, and other personal care products.
How do I get Jetpack to distribute my company's products?
How do I get Jetpack to distribute my company's products?
Jetpack partners with brands that can deliver value to college students. Once we identify a student need to be addressed on a specific campus, we target the best brands to resolve that need. If you think your brand or product would be a good fit for Jetpack, please contact us at brands@jtpk.co.
Has the business changed since it first started?
Has the business changed since it first started?
Yes! We first started as a health and wellness subscription company called mybestbox. We established numerous brand partnerships, shipped to customers in almost every state, and built our own end-to-end fulfillment center. We even partnered with celebrities such as Arianna Huffington!
Although we were growing each month, we quickly found there were opportunities to target a business model with a greater chance of accelerated growth. We tried a few things and quickly saw early success in an on-demand pilot test. Before we knew it, Jetpack was born!
Who is already backing Jetpack?
Who is already backing Jetpack?
Jetpack is already backed by Rough Draft Ventures (RDV) and early angel investors. RDV is a student team powered by General Catalyst, building and empowering the largest network of student founders.
Are there any plans to expand beyond college campuses?
Are there any plans to expand beyond college campuses?
Right now, we are completely focused on nailing the collegiate market. In the future, we think there are opportunities to enter select densely populated cities.
How will you use the funds from this raise?
How will you use the funds from this raise?
We're currently raising money on Republic to support our expansion efforts onto additional campuses.
This will involve acquiring new customers, paying Jetpackers to fulfill orders, and hiring a campus director. Every $50,000 of our pre-seed round will help us launch on an additional campus. We're also working to finalize a chatbot that will enable students to place an order with a simple SMS text.
Why do you list 0 employees when your team has multiple members?
Why do you list 0 employees when your team has multiple members?
We recently formed our Delaware corporation and are in the process of hiring our team full time, but as of the filing date, they are not employees by the legal definition. Additionally, our founders do not count as employees for the purposes of this disclosure. When we have final employment agreements, we will update this page with the news.
Still have questions? Check the
discussion section.
Risks
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.
We were incorporated under the laws of Delaware on May 9, 2017, and our predecessor company, mybestbox, LLC, was formed on April 7, 2015. Accordingly, we have limited history upon which an evaluation of our prospects and future performance can be made. Our proposed operations are subject to all business risks associated with new enterprises. The likelihood of our creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the inception of a business, operation in a competitive industry, and the continued development of advertising, promotions, and a corresponding client base. We anticipate that our operating expenses will increase for the near future. There can be no assurances that we will ever operate profitably. You should consider the CompanyÕs business, operations and prospects in light of the risks, expenses and challenges faced as an early-stage company.
The development and commercialization of our products is highly competitive.
We face competition with respect to our mobile app and other 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 mobile apps and thus may be better equipped than us to develop and commercialize mobile apps. These competitors also compete with us in recruiting and retaining qualified personnel to develop mobile app features. 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 their mobile apps 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 rely on third party developers and vendors to develop our mobile app and supply the deliverables that customers may order on it.
We depend on third-party developers and 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 our vendors do not provide the agreed-upon deliverables in compliance with customer requirements and in a timely and cost-effective manner. Likewise, the quality of our products may be adversely impacted if companies or individuals to whom we delegate the development of our mobile app software do not perform such services to our required specifications and our customersÕ expectations. Our vendors and developers may be less likely than us to be able to quickly recover from natural disasters and other events beyond their control and may be subject to additional risks such as financial problems that limit their ability to conduct their operations. The risk of these adverse effects may be greater in circumstances where we rely on only one or two vendors or developers for a particular product or software component.
As a distributor of customer goods via our mobile app, our business depends on developing and maintaining close and productive relationships with our vendors.
We depend on our vendors to sell us quality customer goods at favorable prices. Many factors outside our control, including, without limitation, raw material shortages, inadequate manufacturing capacity, labor disputes, transportation disruptions or weather conditions, could adversely affect our vendorsÕ ability to deliver to us quality merchandise at favorable prices in a timely manner. Furthermore, financial or operational difficulties with a particular vendor could cause that vendor to increase the cost of the products or decrease the quality of the products we purchase from it. Vendor consolidation could also limit the number of suppliers from which we may purchase products and could materially affect the prices we pay for these products. We would suffer an adverse impact if our vendors limit or cancel the return privileges that currently protect us from inventory obsolescence.
The CompanyÕs 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 Ryan Middleton, Lawrence Morris, and Fatima Dicko who are Chief Brand Officer and Counsel, Data and Finance Officer and President and CEO of the Company, respectively. Each of the foregoing individuals is also a member of the CompanyÕs board of directors. The Company has or intends to enter into employment agreements with Ryan Middleton, Lawrence Morris, and Fatima Dicko 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. In addition, the Company has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, in the event Ryan Middleton, Lawrence Morris or Fatima Dicko dies or become disabled, the Company will not receive any compensation to assist with such personÕs absence. The loss of any of the foregoing individuals or any other member of the board of directors or executive officer could harm the CompanyÕs business, financial condition, cash flow and results of operations.
We rely on various intellectual property rights, including 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 managementÕs 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 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 product candidates infringe a third partyÕs proprietary rights. Even if these claims are without merit, defending a lawsuit takes significant time, may be expensive and may divert managementÕs attention from other business concerns. Any public announcements related to litigation or interference proceedings initiated or threatened against as 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 Company intends to use the proceeds from the Offering for unspecified working capital.
This means that the Company has ultimate discretion to use the proceeds as it sees fit and has chosen not to set forth any specific uses for you to evaluate. The net proceeds from this Offering will be used for the purposes, which our management deems to be in our best interests in order to address changed circumstances or opportunities. As a result of the foregoing, our success of will be substantially dependent upon our discretion and judgment with respect to application and allocation of the net proceeds of this Offering. The Company may choose to use the proceeds in a manner that you do not agree with and you will have no recourse. A use of proceeds that does not further the CompanyÕs business and goals could harm the Company and its operations and ultimately cause a Purchaser to lose all or a portion of his or her investment.
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.
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 managementÕs 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.
Maintaining, extending and expanding our reputation and brand image are essential to our business success.
We seek to maintain, extend, and expand our brand image through marketing investments, including advertising and consumer promotions, and product innovation. Increasing attention on marketing could adversely affect our brand image. It could also lead to stricter regulations and greater scrutiny of marketing practices. Existing or increased legal or regulatory restrictions on our advertising, consumer promotions and marketing, or our response to those restrictions, could limit our efforts to maintain, extend and expand our brands. Moreover, adverse publicity about regulatory or legal action against us could damage our reputation and brand image, undermine our customersÕ confidence and reduce long-term demand for our products, even if the regulatory or legal action is unfounded or not material to our operations. In addition, our success in maintaining, extending, and expanding our brand image depends on our ability to adapt to a rapidly changing media environment. We increasingly rely on social media and online dissemination of advertising campaigns. The growing use of social and digital media increases the speed and extent that information or misinformation and opinions can be shared. Negative posts or comments about us, our brands or our products on social or digital media, whether or not valid, could seriously damage our brands and reputation. If we do not establish, maintain, extend and expand our brand image, then our product sales, financial condition and results of operations could be adversely affected.
Product safety and quality concerns, including concerns related to perceived quality of consumer goods provided by our vendors, could negatively affect the CompanyÕs business.
The CompanyÕs success depends in large part on its ability to maintain consumer confidence in the safety and quality of products purchasable with its mobile app. The Company relies on its vendorsÕ product safety and quality standards. However, if products taken to market are or become contaminated or adulterated, the Company may be required to refund customer orders and may become subject to product liability claims and negative publicity, which would cause its business to suffer. In addition, regulatory actions, activities by nongovernmental organizations and public debate and concerns about perceived negative safety and quality consequences of certain ingredients in our vendorsÕ products (many of which are expected to be beverages or snacks) may erode consumersÕ confidence in the safety and quality issues, whether or not justified, and could result in additional governmental regulations concerning the marketing and labeling of products purchasable on the CompanyÕs mobile app, negative publicity, or actual or threatened legal actions, all of which could damage the reputation of the Company and its vendors and may reduce demand for the CompanyÕs mobile app.
We must correctly predict, identify, and interpret changes in consumer preferences and demand, offer new products to meet those changes, and respond to competitive innovation.
Consumer preferences our products change continually. Our success depends on our ability to predict, identify, and interpret the tastes and habits of consumers and to partner with vendors producing products that appeal to consumer preferences. If we do not offer products that appeal to consumers, our sales and market share will decrease. We must distinguish between short-term fads, mid-term trends, and long-term changes in consumer preferences. If we do not accurately predict which shifts in consumer preferences will be long-term, or if we fail to introduce new and improved products to satisfy those preferences, our sales could decline. In addition, we plan to expand our target market beyond college campuses, and must account for a broader spectrum of consumer preferences. If we fail to expand our product offerings successfully across product categories, or if we do not rapidly develop products in faster growing and more profitable categories, demand for our products could decrease, which could materially and adversely affect our product sales, financial condition, and results of operations.
We are vulnerable to fluctuations in the price and supply of ingredients, packaging materials, and freight.
The prices of the ingredients, packaging materials and freight are subject to fluctuations in price attributable to, among other things, changes in supply and demand of crops or other commodities, fuel prices and government-sponsored agricultural programs. The sales prices to our customers are a delivered price. Therefore, changes in our input costs could impact our or our vendorsÕ gross margins. Our ability to pass along higher costs through price increases to our customers is dependent upon competitive conditions and pricing methodologies employed in the various markets in which we compete. To the extent competitors do not also increase their prices, customers and consumers may choose to purchase competing products or may shift purchases to lower-priced private label or other value offerings which may adversely affect our results of operations.
Substantial disruption to production at our vendorsÕ manufacturing and distribution facilities could occur.
A disruption in production at our vendorsÕ manufacturing facilities could have an adverse effect on our business. In addition, a disruption could occur at the facilities of our suppliers or distributors. The disruption could occur for many reasons, including fire, natural disasters, weather, water scarcity, manufacturing problems, disease, strikes, transportation or supply interruption, government regulation, cybersecurity attacks or terrorism. Alternative facilities with sufficient capacity or capabilities may not be available, may cost substantially more or may take a significant time to start production, each of which could negatively affect our business and results of operations.
Future product recalls or safety concerns could adversely impact our results of operations.
We may be required to recall certain of our products should they be mislabeled, contaminated, spoiled, tampered with or damaged. We also may become involved in lawsuits and legal proceedings if it is alleged that the consumption or use of any of our products causes injury, illness or death. A product recall or an adverse result in any such litigation could have an adverse effect on our business, depending on the costs of the recall, the destruction of product inventory, competitive reaction and consumer attitudes. Even if a product liability or consumer fraud claim is unsuccessful or without merit, the negative publicity surrounding such assertions regarding our products could adversely affect our reputation and brand image. We also could be adversely affected if consumers in our principal markets lose confidence in the safety and quality of our products.
The consolidation of retail customers could adversely affect us.
Retail customers, such as supermarkets, warehouse clubs, and food distributors in our major markets, may consolidate, resulting in fewer customers for our business. Consolidation also produces larger retail customers that may seek to leverage their position to improve their profitability by demanding improved efficiency, lower pricing, increased promotional programs, or specifically tailored products. In addition, larger retailers have the scale to develop supply chains that permit them to operate with reduced inventories or to develop and market their own white-label brands. Retail consolidation and increasing retailer power could adversely affect our product sales and results of operations. Retail consolidation also increases the risk that adverse changes in our customersÕ business operations or financial performance will have a corresponding material and adverse effect on us. For example, if our customers cannot access sufficient funds or financing, then they may delay, decrease, or cancel purchases of our products, or delay or fail to pay us for previous purchases, which could materially and adversely affect our product sales, financial condition, and operating results.
Evolving tax, environmental, food quality and safety or other regulations or failure to comply with existing licensing, labeling, trade, food quality and safety and other regulations and laws could have a material adverse effect on our consolidated financial condition.
Our activities or products, both in and outside of the United States, are subject to regulation by various federal, state, provincial and local laws, regulations and government agencies, including the U.S. Food and Drug Administration, U.S. Federal Trade Commission, the U.S. Departments of Agriculture and the Commerce and Labor. These laws and regulations and interpretations thereof may change, sometimes dramatically, as a result of a variety of factors, including political, economic or social events. The manufacturing, marketing and distribution of food products are subject to governmental regulation that control such matters as food quality and safety, ingredients, advertising, product or production requirements, labeling, import or export of our products or ingredients, relations with distributors and retailers, health and safety, the environment, and restrictions on the use of government programs to purchase certain of our products.
We are also regulated with respect to matters such as licensing requirements, trade and pricing practices, tax, anticorruption standards, advertising and claims, and environmental matters. The need to comply with new, evolving or revised tax, environmental, food quality and safety, labeling or other laws or regulations, or new, or changed interpretations or enforcement of existing laws or regulations, may have an adverse effect on our business and results of operations. Further, if we are found to be out of compliance with applicable laws and regulations in these areas, we could be subject to civil remedies, including fines, injunctions, termination of necessary licenses or permits, or recalls, as well as potential criminal sanctions, any of which could have an adverse effect on our business. Even if regulatory review does not result in these types of determinations, it could potentially create negative publicity or perceptions which could harm our business or reputation.
Significant additional labeling or warning requirements may inhibit sales of affected products.
Various jurisdictions may seek to adopt significant additional product labeling or warning requirements relating to the content or perceived adverse health consequences of our product(s). If these types of requirements become applicable to our product(s) under current or future environmental or health laws or regulations, they may inhibit sales of such products.
The SAFEs (Simple Agreements for Future Equity) will not be freely tradable until one year from the initial purchase date. Although the SAFEs 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 SAFEs (Simple Agreements for Future Equity). Because the SAFEs have not been registered under the Securities Act or under the securities laws of any state or non-United States jurisdiction, the SAFEs 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 SAFEs may also adversely affect the price that you might be able to obtain for the SAFEs 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 CompanyÕs current owners of 20% or more beneficially own up to 68% 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 CompanyÕs 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 CompanyÕs 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 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.
There is no present market for the Securities and we have arbitrarily set the price.
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.
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. Except for certain ÒMajor Investors,Ó 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, 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 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 vote the same way as a majority of the Series B Preferred Share holders vote. Thus, Purchasers will never be able to freely vote upon any director 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 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 stock holders. 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 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 Securities in ÒdefaultÓ and demand repayment.
Unlike convertible notes and some other securities, the Securities do not have any ÒdefaultÓ 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 CompanyÕs 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 CompanyÕs 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.
Discussion
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