Risks Specific to Bloomery
1. The Company can project future gains or losses only with uncertainty due to dependence upon Distillery’s operations, which are uncertain
2. Distillery currently operates at a loss and Distillery is not assured of earning a profit in the future
3. Distillery is in the early stages of conducting operations and faces the risks and uncertainties incident to a new business.
Distillery’s operating costs may rise significantly, which may negatively impact the
profitability of Distillery’s business.
5. Distillery may not distribute earnings to the Company
6. Substantial disruption to production at our manufacturing and distribution facilities could occur.
7. Distillery is dependent on third-party suppliers for key ingredients, packaging materials and production inputs, and its use of natural ingredients exposes it to weather and crop reliability.
8. We rely, in part, on third-party suppliers to maintain the quality of Distillery’s products.
9. Growth rates higher than planned, or the introduction of new products requiring special ingredients, could create demand for ingredients greater than we can source
10. Parties with which Distillery contracts may fail to perform
11. Distillery may be unable to market its products successfully.
12. The Company, together with Distillery, must correctly predict, identify, and interpret changes in consumer preferences and demand, and offer new products to meet those changes
13. Sales of a limited number of products and flavors contributed all of Distillery’s historical cash flow.
14. Distillery’s advertising and marketing efforts may be costly and may not achieve desired results.
15. Distillery’s business and results of operations may be adversely affected if it is unable to maintain its customer experience or provide high quality customer service
16. The consolidation of retail customers could adversely affect us
17. Reductions in sales of Distillery’s products will have an adverse effect on its profitability and ability to generate cash to fund its business plan
18. Distillery’s business is seasonal in nature, and Distillery is likely to experience fluctuations in results of operations and financial condition
19. Distillery is heavily dependent on its distributors.
20. Distillery’s distribution relationships may be governed by state laws that in certain respects may supersede the terms of any contractual relationships.
21. Failure by Distillery’s transportation providers to deliver Distillery’s products on time or at all could result in lost sales
22. Distillery’s business is substantially dependent upon awareness and market acceptance of its products and brands.
23. Maintaining, extending and expanding Distillery’s reputation and brand image are essential to our business success
24. Product safety and quality concerns, and product liability claims, could adversely impact Distillery’s business and reputation
25. if Distillery’s brand or reputation is damaged, the attractive characteristics that it offers retailers may diminish, which could diminish the value of its business.
26. The alcoholic beverage industry is highly competitive
27. Distillery relies on various intellectual property rights, including trademarks, in order to operate its business
28. From time to time, third parties may claim that one or more of Distillery’s products infringe their intellectual property rights
29. Evolving federal, state or local laws and regulations, or failure to comply with applicable laws and regulations, may increase Distillery’s costs and have a material adverse effect on its financial condition.
30. Distillery is subject to governmental regulations affecting distilleries and tasting rooms
31. Significant additional labeling or warning requirements may inhibit sales of affected products.
32. Distillery’s licenses are subject to revocation.
The Company’s and Distillery’s success depends on the experience and skill of their respective
management teams and key employees.
The success of Distillery is highly dependent upon its ability, in a competitive environment, to
attract and retain qualified managers and other personnel.
Although dependent on certain key personnel, the Company does not have any key man life
insurance policies on any such people.
The Company has indicated that it and Distillery have engaged in certain transactions with
Please see the section of this Form C entitled “TRANSACTIONS WITH RELATED
PERSONS AND CONFLICTS OF INTEREST” for further details.
Distillery’s ability to successfully implement its business plan requires an effective planning
and growth-management process
he Company intends to use a significant portion of the proceeds from the Offering for
unspecified working capital for Distillery.
39. We have not prepared any audited financial statements of Distillery or the Company.
This Offering includes projected financial statements of Distillery’s anticipated financial
We are not subject to Sarbanes-Oxley regulations and lack the financial controls and
safeguards required of public companies.
42. The Proceeds of the Offering may be insufficient for Distillery’s needs
43. Market conditions may make raising future capital difficult.
Interest rates could adversely affect the Company, making debt service and borrowing more
difficult or financially unsustainable.
Because Distillery’s business is seasonal, adverse events during its busiest season could
materially affect Distillery’s financial performance as a whole
46. Distillery’s business may be adversely affected by unforeseen events
47. Decreases in discretionary consumer spending may have an adverse effect on Distillery
There can be no assurance that we will ever provide liquidity to Purchasers through either a
sale of the Company or a registration of the Securities.
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.
50. There is no certainty that Purchasers will realize a Return on Investment.
51. The offering price was arbitrarily determined
Units of Class B LLC/Membership Interests available for future issuance may dilute your
Purchasers will experience immediate value dilution as a consequence of the price of the
Distributions to Purchasers upon liquidation and dissolution may be limited or restricted by
legal requirements that adequate provision or reserve be made for creditors of Distillery or the
Company, as the case may be
55. Distributions may be insufficient for tax purposes.
56. The tax and legal consequences of an investment depend upon each Purchaser’s situation.
The Company is subject to audit by the Internal Revenue Service, which could impact a
Purchaser’s tax returns and tax liability.
The Class A Members are small in number and will continue to control the Company; Class B
Members will not participate in management.
59. The Class A Members shall generally not be liable to Purchasers.
60. The Securities will be equity interests in the Company and will not constitute indebtedness
61. The Company may redeem the Securities from Purchasers
62. The Securities are subject to Drag-Along Rights
63. The Company has the right to extend the Offering Deadline
Execution of a Subscription Agreement by a subscriber constitutes a binding offer to buy