Eureka Park Preview: Wolfpack App, Finally An App For Mot...
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Dec 18, 2017
Motorcyclists Love Riding In Packs, Now There's An App For That. There's nothing like taking the open road on a motorcycl...
WolfPack
A connected vehicle technology company focused on motorcycles
Deal highlights
- WolfPack brings the connected vehicle experience to the motorcycle market.
- We help travelers plan and enjoy their group motorcycle trips, with more than 1 million miles covered to date.
- More than 22,000 users in 115 Countries.
- 17.5% average month-over-month growth.
- From idea to first beta in 4 months, to first market release in 7 months.
- $400k invested to date.
- Patent-pending technology.
The Problem
Staying together while traveling in a group is hard.
Coordinating a group while travelling is challenging for two reasons:
- Hard to stay together while riding: Nearly 70% of motorcycle riders we polled either participate in group rides or would like to. Yet the experience presents challenges as people often get separated and lost.
- Hard to communicate: Between noise, distance between riders, road hazards, and the need to stay focused, riding a motorcycle makes one-to-one communication challenging and one-to-many communication close to impossible.
Riders often resort to hand gestures or even passing other motorists in order to yell instructions.
WolfPack was born to address these fundamental issues.
The Solution
WolfPack brings the Connected Vehicle experience to Motorcycle riders.
WolfPack’s proprietary technology runs on your Android or iOS device, reducing stress and keeping you with your fellow riders.
Navigate using turn-by-turn guidance coupled with WolfPack’s real-time display of the position of everyone in your group.
Communicate safely using a customizable three tap system.
Organize a route to travel with your group or by yourself.
Create and manage groups of people you travel with.
How it works
Press
Traction
Growing 15%–20% month-over-month since launch.
Global Presence
Since launch, WolfPack has achieved great traction among riders worldwide.
More than 22,000 users for the last 12 months, in 115 different countries.
More than 4,000 routes planned across the globe.
What our users say
Business Model
B2C Revenue
WolfPack's mobile app is responsible for generating our B2C revenues. WolfPack has a free tier that limits the user to 8 rides a year. Once those 8 rides are completed, the users have to convert to a Premium account (receiving additional feature benefits as well).
Nearly all of our existing premium users chose to upgrade well before this limit - some by their second ride.
Users that are interested in an upgrade to a Premium version pay $5.99/mo. or $59.99/year.
Partnerships – B2B
Our focus is to deliver partnerships that generate revenue and awareness for WolfPack while offering benefit to our users. In the past year, we joined affiliation programs or partnerships with other actors in the motorcycle space, increasing the value of using the application:
- EagleRider – Leading provider of motorcycle rentals. WolfPack users can rent a motorcycle directly from the WolfPack app, generating referral revenue for WolfPack.
- Russ Brown – WolfPack has created an affiliation with Russ Brown, an organization focusing on providing legal services to the motorcycle community. Russ Brown provides a crowdsourced roadside assistance program called BAM. WolfPack users can utilize BAM in an emergency right from the WolfPack app.
Market
Vision: Access the $1.2 trillion Tour and Travel Market
Our Strategy is "Puddle Jumping" when ready from one niche to another, with the motorcycle sector as our chosen launch market. Where:
Total Addressable Market: $1.1 billion
- Current Motorcycle market: 11M riders in the US and 113M riders world-wide
- Based on current WolfPack pricing and anticipated market share
- Global breakdown: $500 million in the US and $600M in Western Europe
Why Motorcycles?
We looked to the Motorcycle Market as our launch market for the following reasons:
- High-frequency leisure activity: Motorcycle riders ride often (sometimes every weekend), increasing opportunity for us to gain and retain customers.
- Group-focused activity: Most motorcycle riders in the US are often riding together, in groups, and find group riding more social, safe experience.
- Safety and fun is key: Motorcycles riders care about quality of the ride, safety and fun.
- Willingness to invest in the experience: Motorcycle riders are ready, willing and happy to spend money to improve the riding experience (it even has a name, "farkle" - combination of "function" and "sparkle").
Competition
WolfPack’s principal competition falls into two main categories:
- Mobile apps for motorcycles – these include applications which are currently available through the iOS and Android applications stores.
- Navigation devices provided by motorcycle manufacturers where these devices come pre-installed and are hardwired and air-gapped.
What's next
The WolfPack story
By Jonathan Chashper
I started riding motorcycles 7 years ago. On a ride with my buddies, we got separated...
I spent a very frustrating couple of hours trying to reconnect - making a series of phone calls, text messages, then waiting until (hopefully) they were received by each person at a stopping point. We finally all got on the same page, but needless to say the ride was ruined and everyone wanted to head home.
As I was riding back, it got me thinking: there has to be a way to fix this - why should we get lost, separated, frustrated when each of us had a mobile phone, GPS and data? There had to be a solution....and that is how WolfPack was born, with the goal of keeping people traveling together, well...together.
With additional market research and very deep personal commitment, we got WolfPack on its way, and now, with more than 22,000 users in 115 countries, we know that we are in the right market. Our horse seems to be on the right track and galloping forward.
Join us!
Join the Pack
Invest in WolfPack and help us make travel safer, more enjoyable, and more connected.
Let's “Get there, Together."
– Jonathan Chashper, WolfPack CEO
Deal terms
Valuation cap
$4,000,000
The maximum valuation at which your investment converts
into equity shares or cash.
Learn more.
Discount
10%
If a trigger event for WolfPack occurs, the discount provision
gives investors equity shares (or equal value in cash) at a reduced price.
Learn more.
Type of security
Crowd SAFE
·
Learn more
A SAFE is a Simple Agreement for Future Equity. An investor makes a cash investment in a company, but gets company stock at a later date, in connection with a specific event. The Crowd SAFE is a modified SAFE that is better suited for crowdfunding.
Funding goal
$50,000 – $500,000
WolfPack
needs to raise
$50K
before the deadline.
The maximum amount
WolfPack
is willing to raise is
$500K.
Learn more
Deadline
WolfPack needs to reach their minimum funding goal before the deadline
().
If they don’t, all investments will be refunded.
Learn more
Documents
This securities offering is filed with the SEC. View the official filing and all updates:
Form C
SEC.gov
Company documents
WolfPack Crowd SAFE
Perks
In addition to your Crowd SAFE, you'll receive perks for investing in WolfPack.
Invest
$100
Receive
- $100 Crowd SAFE
- In addition to Crowd Safe, you will receive a thank you letter from the CEO and Founder.
Invest
$250
Receive
- $250 Crowd SAFE
- In addition to Crowd Safe, investing $250 will get you a WolfPack bandanna and laptop sticker.
Invest
$500
Receive
- $500 Crowd SAFE
- In addition to Crowd Safe, an investment of $500 or more gets the above, and also gets a 6 months premium account with WolfPack.
Invest
$1,000
Receive
- $1,000 Crowd SAFE
- In addition to Crowd Safe, and a shout-out on twitter, an investment of $1,000 or more gets the above, and a Universal Cell Phone Holder Kit for your motorcycle, sent directly to your home.
Invest
$2,500
Receive
- $2,500 Crowd SAFE
- In addition to Crowd Safe, an investment of $2,500 or more gets the above, a 12 Month Premium account with WolfPack, and a box of luxury chocolates, sent directly to your home!
Invest
$5,000
Receive
- $5,000 Crowd SAFE
- In addition to Crowd Safe, an investment of $5,000 or more gets the above, a 12 Month premium account with WolfPack for 3 of their chosen friends, 4 T-Shirts, and a mention on our home page and social media!
Invest
$10,000
Receive
- $10,000 Crowd SAFE
- In addition to Crowd Safe, an investment of $10,000 or more gets the above, together with a box of premium cigars, sent directly to your home!
Invest
$25,000
Receive
- $25,000 Crowd SAFE
- In addition to the cool perks at all of the other levels, at the $25,000 level you become a major contributer, you will be featured as an investor on our website/social media and will get to meet with WolfPack CEO at a special dinner.
Why others invested
See all reviews (68) See all (68)I think it will be a very useful app for motorcyclist. I have been separated on more than one occasion from my riding group and this will provide a quick and easy way to communicate.
almost 2 years ago
I just bought a Harley and have several friends that ride. I think this would be very beneficial when riding together. I invested $500
almost 2 years ago
I invested because I believe in my dear friend Jonathan's vision and this fantastic app, which will contribute to enhanced safety but also more enjoyment for biking aficionados. Kudo's! And much continued success!
over 1 year ago
About WolfPack
Legal Name
WolfPack Systems, Inc
Founded
Feb 2017
Form
Maryland
Corporation
Headquarters
1 Research Court
, Rockville, MD
Headquarters
1 Research Court, Rockville, MD, US
WolfPack Team
Everyone helping build WolfPack, not limited to employees
Jonathan Chashper
CEO and Founder
Featured in
Superheroes
·
Read
Serial Entrepreneur, a Veteran, with a proven track record. For the last 27 years, held every position from a developer, to VP Product Management, CTO, and CEO. B.SC in Computer Science MBA from Kellogg, Northwestern.
Jonathan Chashper
CEO and Founder
Evan Haines
Product Manager
Nina Gabriadze
Marketing Manager
Christian Walters
Advisor
Scott Lincke
Advisor
Press
FAQ
What's new about what you're making? How is it different?
What's new about what you're making? How is it different?
WolfPack® is the first, and probably only system in the world that looks at navigation problems from a "group" perspective rather than from a single user perspective. This is what sets us apart from everyone else in the market.
Coordinating a group while travelling to a destination is challenging due to these two key problems: communicating and staying together. In our initial market outreach, nearly 70% of motorcycle riders polled either participate in group rides or would like to do so. Yet the experience presents challenges. Between noise, distance between riders, road hazards, and the need to stay focused, riding a motorcycle makes one-to-one communication challenging and one-to-many communication close to impossible. Riders often resort to hand gestures or even passing other motorists in order to yell instructions. When riding in a group, riders often get disconnected, lost, or just separated, potentially resulting in reckless driving as they try to reconnect with the group.
WolfPack is a system accessed through a mobile app that provides an integrated experience for travelling in a group. A user can invite fellow riders to join their pack, organize a group trip at a specified time and date, and experience an on-ride navigation interface that provides real-time updates on rider position and basic communications. While providing this experience to the user, the WolfPack system collects trip information and makes it accessible to anyone interested in exploring new routes.
WolfPack runs on iOS and Android and allows the user the ability to quickly enhance their group riding experience. From their account, the user is able to organize their own WolfPacks and plan out “runs” - routes for group travel. WolfPack integrates the Google Maps navigation interface with improvements: the ability to simply communicate with fellow group riders and a geofence that notifies riders if they have strayed away from the group.
How big is the market?
How big is the market?
The global market for motorcycles, including electrically-powered machines, is forecast to expand 7.2 percent annually to 134.5 million units in 2016, when industry revenues will reach $90 billion (source: Fredonia Group study).
At WolfPack, we chose to focus on the Motorcycle sector as our launch market. Once establishing a stronghold in that market, we will expand and move to other verticals such as bicycles and cars, eventually going after the $1.26 trillion travel and tourism market.
Within the motorcycle market, WolfPack is a best fit for Cruisers, Touring and Roadster riders. These riders invest a significant amount (typically $20K - $35K) in their motorcycles and are very happy to spend on gear, equipment and apps that improve the overall motorcycle experience, engaging in what is termed "Farkling" (a need to add lots of bits, baubles, and gizmos the bike). Spending on these aftermarket add-ons typically adds an additional $1500 per bike. We tap into that spend and willingness to pay.
Based on the numbers indicated above, with the current Motorcycle market consisting of 8 million heavy-motorcycle riders in the US and some 10 million riders in Western EU we estimate our Total Addressable Market (TAM) in the US and Western EU alone is $1.1 billion.
Who are your competitors? How are you different?
Who are your competitors? How are you different?
Our unique focus on the group as it travels together rather than a set of individuals independently navigating sets us apart from everyone else in the market. We recognize that this is a unique challenge and this unique view allows us to better understand the problem.
In our chosen launch market: we are motorcycle riders, understand how motorcycle riders think, understand motorcycle riders' interests, and understand the things critical to their decision to make WolfPack part of their riding experience. We are also software engineers, designers and product management experts.
The combination of riding and professional experience is what allows us to bring features that are unique and hard to copy / duplicate. Those include:
1. A growing crowdsourced list of trips and routes for our users.
2. The ability to plan a trip in minutes and share it immediately with every one riding with you.
3. The ability to plan way-points and to navigate to those points, either directly (while skipping others) or according to the planned trip.
4. The ability to easily re-run or customize rides planned all over the world with just a few taps.
Being first to market with a system like ours allows us to capture the market and lead the group-based travel experience.
Some interesting competitors to look at:
1. Rever - https://rever.co/
2. Best Biking Roads (BBR) - http://www.bestbikingroads.com...
3. EatSleepRide - https://eatsleepride.com/
4. BikerSeason - http://www.bikerseason.com/en/
5. WeRide – www.werideapp.com
Can you tell me more about the WolfPack team?
Can you tell me more about the WolfPack team?
WolfPack is the brain child of Jonathan Chashper, CEO and Owner of ProductSavvy (www.productsavvy.com). As the product and ideas behind it strengthened and started to achieve traction, WolfPack grew to the point where it made sense to spin it out into its own company in Feb 2017.
Today, WolfPack is led by the founder, Jonathan, and the team formed around him which has been working together for the last 2 – 3 years. As noted in the team section, Evan Haines (Product Manager) and Nina Gabriadze (Marketing Manager) work on WolfPack from their positions with ProductSavvy. Together with a dedicated development team, we bring the product to life on Android, iOS, web, and in the cloud.
What's your biggest risk? What keeps you up at night?
What's your biggest risk? What keeps you up at night?
Our biggest challenge is user acquisition and market penetration. We lead in technology and we innovate - fast.
We understand that market penetration and the rate of market acquisition is what will determine the winners where we compete. We are poised to win this, but further funding will allow us to even more aggressively pursue strategic growth and strengthen our platform.
How will you make money?
How will you make money?
The company is positioned to capture revenue through two revenue streams.
The first revenue stream, a B2C play, is a “freemium,” direct to consumer model. The initial download of WolfPack is free to users, allowing basic functionality with up to total of 8 rides per year. A Premium tier (allowing for greater control - route planning, unlimited rides, chat, etc.) is $5.99/month or $59.99 a year. Converting users to premium will generate the "staple" cash flow.
The second revenue stream, a B2B play, is based on working with Affiliates and growing an ecosystem of rider and group travel-assisting solutions that will help us provide more value to those users. This activity happens in parallel to the B2C play.
Affiliations will generally be pursued through revenue share agreements; we seek affiliate partners who offer services of interest to our users. To date, WolfPack has started creating relationships with different entities, one of which is market-leading motorcycle rental company EagleRider (we are already part of their affiliate program) and others that cannot be disclosed as we are still integrating our systems with them.
How do you acquire customers?
How do you acquire customers?
Since we are focusing on user acquisition and market share in the first 12-24 months of company’s existence, much of our marketing attention and resources are dedicated to customer acquisition.. This has been valuable as it seeds viral, organic growth which serves as a multiplier to our investment. This trend will continue as more and more resources will be made available to use, allowing us to increase our market share, year over year, significantly.
Our customer acquisition strategies involve:
1. Social Media outreach on Facebook, Instagram, and Twitter.
2. PR through bloggers, online publications, etc. (a selection can be seen in the "Press" area of the Pitch section).
3. Industry Trade Show participation: We have participated in the International Motorcycle Show in NYC, and DC, presented at CES and participated in different industry events.
4. Worthy Cause Affiliation - We will be partnering with charity organizations that appeal to our customer demographics. Our goal is to donate a portion of our subscription revenue to charities selected (optionally) by individual users. We see this as a way to give back while also providing an appealing reason for new users to consider a WolfPack Premium subscription.
What is your product? What are the Key Features?
What is your product? What are the Key Features?
Traveling in groups is a lot of fun (in cars, bicycles, motorcycles or on foot), yet there are two major challenges that come up:
1. Keeping the group together, so individuals do not get separated / lost.
2. Communicating within the group in "broadcast" mode, rather than one-to-one.
WolfPack is aimed to solve these two challenges, improving the overall group traveling experience. We are an automotive technology company initially focused on connecting motorcycles. Our patent pending technology provides integrated navigation, radar, and communication via a rider’s mobile phone. As part of the $5 billion smart vehicle industry, our technology will monetize through B2C product sales and commissions paid by travel and hospitality companies generated through customer bookings made within the product.
WolfPack is accessed through a mobile app that provides an integrated experience for traveling in a group. A rider will typically start by creating a group ("wolf pack"), and inviting fellow riders to join it. As this is done, the user can organize a group route of travel ("run") at a specified time and date, while adding way points to increase the quality of the ride and making it more interesting.
Once on a ride, all riders experience an on-ride navigation interface and see the relative position of other riders on the WolfPack radar, thus allowing the group to keep together and get alerted if/when members are falling behind. While providing this experience, WolfPack allows the riders to communicate safely using a customizable three-tap system.
Key features of the WolfPack Application:
Mapping and Routes – WolfPack is built atop the Google Maps system. Through the use of Google Maps API we make sure that the maps are always available and are up-to-date. Yet we expand on this platform by overlaying enhancements on top of the standard Google Map in a way that makes the WolfPack experience unique. WolfPack provides an integrated turn-by-turn group navigation and communication system.
Group Navigation – Our first priority is keeping the group of riders together. Hence, our technology provides each and every member of the group with the same route and map, with turn by turn instructions relative to their position on that route.
Radar – In addition, every rider in the group sees the relative position of other riders in a radar overlay to the map. This allows the rider to keep formation and position within the pack, and the larger group to stay together. As the ride progresses, gaps become quickly apparent (even when riders cannot see each other), allowing safe adjustments by individual riders. If a rider falls outside a configurable radius, this is indicated on the radar, allowing the pack to slow down or even track back if needed.
Group Communications – The second biggest issue with group riding is communication. The number of people involved in some rides makes coordinating while on the ride a source of frustration and confusion. To solve that problem we created a “group broadcast” messaging solution that allows pack members to communicate. A user can customize up to four messages before they begin their trip. With just a couple of taps on the screen, these messages appear as buttons; tapping a message button sends the message to all users. The WolfPack interface allows such "broadcast" communication with virtually no distraction to the sender. Once a rider sends a message, all other riders receive that immediately on their screen in a safe manner, without the need to make calls, type or send hand signals.
Group Management – a “WolfPack” is a group of friends who want to travel together. Each rider may have as many packs with any number of friends in each. When a pack is ready (whether it is a pack of 2 or 10), it can be invited on a run. Once invited, each member will immediately receive the run plan, starting point, start time, and other details.
Run Management – Runs are trips that a pack will experience together. Any rider may create a run by specifying:
• Start Date / Time
• End Date / Time
• Starting (meeting) point
• Destination
• (optionally) Waypoints can be added to the run by premium users, allowing for a better planning experience and a more enjoyable run.
• (optionally) Route features, such as avoiding highways for a more scenic experience.
Once a Run is created, it is immediately available to all pack members. Pack members that are not premium can still enjoy the way-points once created by a premium user.
Chat – Users have access to a chat system within each Pack. Through the chat riders can send messages, communicate about past and future rides, upload images etc. This adds another “social” component to WolfPack. Chat can only happen at “rest” when the pack is not riding.
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 Maryland on February 24, 2017. Accordingly, we have a limited operating 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 Company's business, operations and prospects in light of the risks, expenses and challenges faced as an early-stage company.
We may face potential difficulties in obtaining capital.
We may have difficulty raising needed capital in the future as a result of, among other factors, our lack of an approved product and revenues from sales, as well as the inherent business risks associated with our company and present and future market conditions. Future sources of revenue may not be sufficient to meet our future capital requirements. We will require additional funds to execute our business strategy and conduct our operations. If adequate funds are unavailable, we may be required to delay product launches or marketing efforts, which may materially harm our business, financial condition and results of operations.
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 market acceptance and our ability to generate meaningful additional revenues from our products.
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.
The use of individually identifiable data by our business, our business associates and third parties is regulated at the state, federal and international levels.
Costs associated with information security ' such as investment in technology, the costs of compliance with consumer protection laws and costs resulting from consumer fraud ' could cause our business and results of operations to suffer materially. Our operations depend upon the secure transmission of confidential information over public networks, including the use of cashless payments. The intentional or negligent actions of employees, business associates or third parties may undermine our security measures. As a result, unauthorized parties may obtain access to our data systems and misappropriate confidential data. There can be no assurance that advances in technology will prevent the compromise of our customer transaction processing capabilities and personal data. If any such compromise of our security or the security of information residing with our business associates or third parties were to occur, it could have a material adverse effect on our reputation, operating results and financial condition. Any compromise of our data security may materially increase the costs we incur to protect against such breaches and could subject us to additional legal risk.
Through our operations, we collect and store certain personal information that our customers provide to enroll in subscription-based programs and register on our app.
We may share information about such persons with vendors that assist with certain aspects of our business. Security could be compromised and confidential customer or business information misappropriated. Loss of customer or business information could disrupt our operations, damage our reputation, and expose us to claims from customers, financial institutions, payment card associations and other persons, any of which could have an adverse effect on our business, financial condition and results of operations. In addition, compliance with tougher privacy and information security laws and standards may result in significant expense due to increased investment in technology and the development of new operational processes.
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, and personally identifiable information of our customers, in our data centers and on our networks. The secure maintenance of this information is critical to our operations. 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, damage our reputation, and cause a loss of confidence in our products and services, which could adversely affect our business, revenues and competitive position.
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 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 Jonathan Chashper who is the President, CEO, and Director of the Company. The Company has or intends to enter into an employment agreement with Jonathan Chashper although there can be no assurance that it will do so or that he will continue to be employed by the Company for a particular period of time. The loss of Jonathan Chashper 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 third-party platforms and service providers for the use of our products.
In 2017, the following platforms were utilized:
Service Provider: Apple - iTunes Application Store
Service: Used for distributing the WolfPack app to Apple iPhone users
% of such service: 50.0%
Service Provider: Google - Play Store
Service: Used for distributing the WolfPack app to Android users
% of such service: 50.0%
Service Provider: Google Maps
Service: Used for providing maps and turn by turn navigation for WolfPack Users
% of such service: 50.0%
Service Provider: Amazon Web Services (AWS)
Service: Provides the network and computer needs for the WolfPack Back end
% of such service: 100.0%
If any of these service providers changed its sales strategy to reduce its reliance on distribution channels, or decided to terminate its business relationship with us, sales and earnings could be adversely affected until we are able to establish relationships with service providers of comparable products. Any delay or interruption in manufacturing operations (or failure to locate a suitable replacement for such service providers) could materially adversely affect our business, prospects, or results of operations. Most of our agreements with service providers are terminable by either party on short notice for any reason. Although we believe our relationships with these key service providers are good, they could change their strategies as a result of a change in control, expansion of their direct sales force, changes in the marketplace or other factors beyond our control, including a key service provider becoming financially distressed.
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 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 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 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 Marketing and R&D working capital.
Yet the Company has ultimate discretion to use the proceeds as it sees fit. 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 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 chose 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 Company's 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.
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 Jonathan Chashper 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, in Jonathan Chashper dies or becomes disabled, the Company will not receive any compensation to assist with his absence. The loss of Mr. Chashper could negatively affect the Company and its operations.
We have not prepared any audited financial statements.
Therefore, you have no audited financial information regarding the Company's capitalization or assets or liabilities on which to make your investment decision. If you feel the information provided is insufficient, you should not invest in the Company.
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 the U.S.
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.
The Company could be negatively impacted if found to have infringed on intellectual property rights.
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.
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 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.
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.
Seasonal fluctuations may have an effect on our business.
Seasonal fluctuations may affect our business. Because the app is marketed towards motor cycle riders, the weather can impact the motivation to ride and use the app. It is anticipated that the app will be used more frequently during the warmer months while the colder months may see a decrease in subscriptions or use.
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 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 service providers 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.
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.
The Units of SAFE (Simple Agreement for Future Equity) will not be freely tradable until one year from the initial purchase date. Although the Units of SAFE may be tradable under federal securities law, state securities regulations may apply and each Purchaser should consult with his or her attorney.
You should be aware of the long-term nature of this investment. There is not now and likely will not be a public market for the Units of SAFE. Because the Units of SAFE have not been registered under the Securities Act or under the securities laws of any state or non-United States jurisdiction, the Units of SAFE have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the Securities Act or other securities laws will be effected. Limitations on the transfer of the Units of SAFE may also adversely affect the price that you might be able to obtain for the Units of SAFE in a private sale. Purchasers should be aware of the long-term nature of their investment in the Company. Each Purchaser in this Offering will be required to represent that it is purchasing the Securities for its own account, for investment purposes and not with a view to resale or distribution thereof.
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 99.0% of the Company. Subject to any fiduciary duties owed to our other owners or investors under Maryland 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 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, 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 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.
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.
Discussion
WolfPack successfully raised
$61,225
from 149 investors
on June 9, 2018
Sharon, Steve, Roy, Simone, Ravin, and 144 others
invested.
68 Reviews
