Bow Wow Labs

International Supply Chain: Our primary product, the Bow Wow Buddy, is currently manufactured in China.  Some secondary products come from outside the US. Tertiary products are natural products from animal sources, often from sources outside the United States.  As such, international tensions could disrupt supply of products available for sale.

Volatile Input Costs: A great portion of the Company's products are natural products and as such are subject to price fluctuations due changes in supply and demand, natural disasters, and other constraints.  Changes in commodity prices and potential inability to pass such increases on to our customers may have an adverse effect on our results of operations and financial condition.

Location-Dependent: The Company's principal warehouse and fulfillment facility is located in California exposing the Company to location and concentration risks.

Johnna Devereaux, Dean Letcher, Brad Allen and Phil Cooper are part-time officers. As such, it is likely that the company will not make the same progress as it would if that were not the case.

Online Sales Channel: Primary sales channel is online direct to customers/consumers. Any disruption to Company website or internet service may negatively impact sales.  Social media-generated interest in our products may be short-lived, and social media may leave to rapid changes in market perception of our products, whether positive or negative.

Marketing and Distribution Efforts: The Company's success is dependent upon its marketing and distribution efforts. We have historically leveraged online resources, especially social media, for marketing, but we lack the financial resources to undertake extensive marketing activities like some of our larger competitors.

Returns, Warranty Claims, Defects and Recalls: Product exchanges, returns, warranty claims, defects and recalls may adversely affect the Company's business.  The Company's products may be subject to requests for product exchanges, returns, warranty claims and recalls. If the Company is unable to maintain control of the quality of its products, the Company will incur costs to replace or recall products, and to service our customers.  Any product returns, exchanges, or recalls may have a material adverse effect on the Company's business, operations and profitability, and may result in the loss of customers and goodwill.  Defective products, products that fail to meet quality control standards, and products that do not comply with applicable safety and health standards, may reduce the effectiveness of our products, and the Company's customers’ satisfaction with our products.  Further, such defects may cause harm or death to persons who use such defective products, which could subject us to liability and potential legal claims, with adverse effects on our reputation, goodwill and operating results.

Dependence on Key Personnel: The Company's future success is highly dependent on the talented, experienced team of full-time and part-time members and the loss of some of those people could materially impact the Company's outcome. Johnna Devereaux, Dean Letcher, Brad Allen and Phil Cooper are part-time officers. As such, it is likely that the Company will not make the same progress as it would if that were not the case.

Dependence on Small Team: The Company's primary business model is to keep overhead low by having a small internal team with high level experienced full and part time people and to outsource all key areas of the business  such as design, manufacturing, fulfillment and e-commerce. The loss of any senior members of the management team or failure by any of the third parties to perform for any reason could seriously put the Company at risk to be unable to perform necessary business functions.

Arbitrary Offering Price: The offering price of our stock is arbitrary.  The offering price does not necessarily bear any relation to the market or book value of the assets or prospects of the Company, the valuation of other companies in its industry or any other accepted criterion of value.

Potential For Dilution: Investors’ percentage ownership of the Company may be diluted by future equity issuances. To the extent the Company sells or otherwise issues additional shares or other equity securities, or securities convertible into equity (such as convertible notes and SAFEs), to raise additional capital or to compensate employees and other persons, the percentage ownership of the Company held by an investor in this offering will be diluted unless, the investor (a) is offered the opportunity to participate, (b) is eligible to participate, (c) elects to participate and (d) pays for additional shares or other equity securities or convertible securities, on terms sufficient to maintain their percentage ownership.  Investors have no such participation rights under the Company’s governing documents and are unlikely to gain any such rights..

Use of Proceeds: The Company may apply the proceeds of sales of stock in management’s discretion.  Although a substantial portion of the proceeds of the sale of stock are intended to be utilized generally to implement the proposed business plan and growth of the Company, such proceeds are not otherwise being designated for any more specific purposes.  Accordingly, investors will be entirely dependent on the judgment of management in connection with the allocation of the funds raised herein.  There can be no assurance that determinations ultimately made by management relating to the specific allocation of the net proceeds of the sale of stock will permit the Company to achieve its business objectives.

No Dividends: The Company does not anticipate paying any dividends for the foreseeable future, and therefore investors should not acquire common stock if they wish to receive dividends.  The Company currently intends to retain its future earnings to support operations and to finance expansion and, therefore does not anticipate paying any dividends in the foreseeable future.

Need for Additional Capital: The Company has an aggressive growth strategy that will require additional rounds of funding in the future to achieve its stated goals and any inability to raise the capital it requires could put the Company at risk to be unable to continue.

Terms of Future Preferred Stock: If we successfully raise capital from venture capital firms or other professional investors in the future, we may issue those professional investors preferred stock.  The terms of such preferred stock are unknown today and would be subject to negotiation with those professional investors.  However, investors in this offering, holding common stock should be aware that such preferred stock would very likely carry important preferential rights over our common stock being sold in this offering, such as: (a) a preferred dividend that accrues and is generally payable before any dividends are payable on the common stock; (b) a liquidation preference in most liquidation scenarios that permits the holders of preferred stock to receive a return of their investment (or even a multiple of their investment) before any liquidation proceeds are payable on the common stock; (c) preferential voting rights giving the holders of preferred stock the right to block certain corporate actions -- as well as to vote alongside the voting holders of common stock; and (d) the right to designate one or directors to the Company's board of directors.

Transfer Restrictions / Illiquid Securities: There are substantial restrictions on transferability of our stock. Moreover, our stock is illiquid and there is currently, and there may never be, a market for resale of our stock.

Risk of Infringement of Company IP: Third parties may infringe upon the Company's intellectual property.  While the Company generally requires employees, independent contractors, and consultants to execute confidentiality agreements, the Company’s intellectual property or proprietary rights could be infringed or misappropriated, which could result in expensive and protracted litigation.  The Company relies on a combination of patent, trademark, copyright, and trade secret rights to protect its interests.  Despite the Company’s efforts to protect its intellectual property and proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use its products or technology.  Effectively policing the unauthorized use of the Company’s intellectual property is time-consuming and costly, and there can be no assurance that the steps taken by the Company will prevent misappropriation of its intellectual property, particularly in foreign countries where in many instances the local laws or legal systems do not offer the same level of protection as in the United States.

Risk of Infringement of Third Parties' IP: Third parties may allege that the Company is infringing upon their intellectual property.  Third parties may claim that the Company infringes upon their intellectual property rights and the Company may become a party to time-consuming and expensive litigation or settlements.  If others claim, or the Company otherwise discovers, that the Company’s products infringe or may potentially infringe upon their intellectual property rights, the Company may be forced to reengineer its products, seek expensive licenses, engage in expensive and time-consuming litigation, or stop marketing its products.  Any reengineering effort may not be successful and the Company cannot be certain as to whether such licenses would be available.  Even if such licenses were available, the Company cannot be certain that any licenses would be offered to the Company on commercially reasonable terms.

Uncertain Prospects for Future Financings. The Company may never receive future equity financing. In addition, the Company may never undergo a liquidity event such as a sale of the Company or an initial public offering (IPO). If no liquidity event occurs, investors could be left holding their stock in perpetuity.

Indebtedness: The Company has a substantial amount of indebtedness. The Company considers its relationships with its lenders to be good, and the maturity date of the Company’s convertible notes has been extended to December 31, 2025, but there can be no assurance that the Company will have adequate capital to repay its indebtedness when due. If  the Company is unable to repay its indebtedness, its creditors, and not its stockholders, will have first priority to its assets.

No Representation by Company Counsel: Legal counsel to the Company represents the Company only and is not counsel to any investor.  Legal counsel to the Company has not and will not be engaged to protect the interests of prospective investors and should not be viewed as representing any prospective investor in the common stock.  Prospective investors should consult with and rely upon their own counsel concerning an investment in the Company and any other matters related thereto, including tax consequences resulting from an investment in the Company.  However, if an investor has chosen not to seek legal advice, then he or she will not have been represented by any counsel in connection herewith.

No SEC Review: Because our stock is being offered and sold in a non-public offering that is not required to be registered under federal or state securities laws, investors will not have the benefit of review by the Securities and Exchange Commission (SEC) or by any state securities commissioner.