Clockwork

AI and robots for the $625B beauty industry

San Francisco, CA

Robotics Technology Female Founder B2B B2C

Investment Terms

You will be investing in Clockwork through an SPV. This means that when you invest, you will be signing the SPV Subscription Agreement, not the direct investment contract. For more information on SPVs, see here.

Financials

We have financial statements ending December 31, 2022. Our cash in hand is $1,508,112, as of September 2023. Over the three months prior, revenues averaged $33,705/month, cost of goods sold has averaged $3,456/month, and operational expenses have averaged $270,000/month.

At a Glance

Jan 1 – Dec 31, 2022

$109,143

+549%

Revenue

-$2,126,651

Net Loss

$236,225

+422%

Short-Term Debt

$5,290,500

Raised in 2022

$1,508,112

+549%

Cash on Hand

Net Margin:

-1,948%

Gross Margin:

Return on Assets:

-54%

Earnings per Share:

-$0.22

Revenue per Employee:

$9,095.25

Cash to Assets:

97%

Revenue to Receivables:

2,275%

Debt Ratio:

Elementree Inc 2022 2021 Reviewed GAAP Financials v2.pdf Elementree Inc 2022 2021 GAAP Financials - Audited.pdf

Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this offering. Some of the information contained in this discussion and analysis, including information regarding the strategy and plans for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

We make AI-powered robots redefining self-care. We believe we've built the first AI-powered commercial manicure robot.

Milestones

Elementree Inc. was incorporated in the State of Delaware in March 2017.

Since then, we have:

$1.5M annual recurring revenue (ARR) in signed contracts

- 17,000+ customers served
- Month-over-month ARR growth of 35% since March 2023
- Robots deployed in NYC, Miami, DC, Beverly Hills and the Bay Area
- 10,000 inbound partnership requests representing 40,000 locations for our robots
- Leadership team from Dropbox, Nvidia, e.l.f., Clorox, Uber & Toyota
- Backed by Initialized Capital, Pipeline Capital, & founders of Dropbox & Instacart
Historical Results of Operations

Revenues & Gross Margin. For the period ended December 31, 2022, the Company had revenues of $109,143 compared to the year ended December 31, 2021, when the Company had revenues of $16,815.
Assets. As of December 31, 2022, the Company had total assets of $3,956,676, including $3,834,044 in cash. As of December 31, 2021, the Company had $3,615,951 in total assets, including $3,603,951 in cash.
Net Loss. The Company has had net losses of $2,126,651 and net losses of $1,249,281 for the fiscal years ended December 31, 2022 and December 31, 2021, respectively.
Liabilities. The Company's liabilities totaled $265,725 for the fiscal year ended December 31, 2022 and $74,728 for the fiscal year ended December 31, 2021.

Related Party Transaction

Refer to Question 26 of this Form C for disclosure of all related party transactions.

Liquidity & Capital Resources

To-date, the company has been financed with $29,500 in debt and $8,515,500 in SAFEs.

After the conclusion of this Offering, should we hit our minimum funding target, our projected runway is 8 months before we need to raise further capital.

We plan to use the proceeds as set forth in this Form C under "Use of Funds". We don’t have any other sources of capital in the immediate future.

We will likely require additional financing in excess of the proceeds from the Offering in order to perform operations over the lifetime of the Company. We plan to raise capital in 3 months. Except as otherwise described in this Form C, we do not have additional sources of capital other than the proceeds from the offering. Because of the complexities and uncertainties in establishing a new business strategy, it is not possible to adequately project whether the proceeds of this offering will be sufficient to enable us to implement our strategy. This complexity and uncertainty will be increased if less than the maximum amount of securities offered in this offering is sold. The Company intends to raise additional capital in the future from investors. Although capital may be available for early-stage companies, there is no guarantee that the Company will receive any investments from investors.

Runway & Short/Mid Term Expenses

Elementree Inc. cash in hand is $1,508,112.88, as of September 2023. Over the last three months, revenues have averaged $33,705/month, cost of goods sold has averaged $3,456.22/month, and operational expenses have averaged $270,000/month, for an average burn rate of $239,751.22 per month. Our intent is to be profitable in 26 months.
Since the date our financials cover:
- We have started to deliver against our $1.5M+ ARR in signed contracts.
- Our ARR has grown 35% month over month since March this year.
- We received $173,800.00 in deferred revenue (upfront fees for our robots) in 2022. We have delivered robots and earned $79,800.00 of this revenue.
- We have reduced robot cost by 37.5% in 2023.
We burn $230-$250k per month, and expect to continue at that rate over the next 3-6 months. We are already generating revenue (average over past 3 months is $33k). Revenue grew 35% MoM since March this year. We expect revenues to grow a lot quicker in 2024 after we have moved our robot production to a contract manufacturer.
While our robot services are generating profit, as a company, we are not profitable due to spend on R&D, payroll, and fronting some of the production costs. We expect to be profitable when we hit around 100 robot locations (we are currently at 10). We expect to get there by the end of 2025. We will need about $6M in additional capital (about half from investors and half from equipment financing) to get to cash flow positive.
We have enough runway to cover short term burn through the campaign. We will raise VC money at some point next year. Additionally, we are generating revenue which is growing month over month.
All projections in the above narrative are forward-looking and not guaranteed.

Risks

Limited Operating History
The Company is an early stage company incorporated on March 28, 2017. Accordingly, the Company’s operations are subject to all the risks inherent in the establishment of a new business enterprise, including potential operating losses. Any investment in the Company must be considered in light of the risks, expenses and difficulties frequently encountered by companies in an early stage of development in new and rapidly evolving markets. These risks include the Company's substantial dependence on acceptance into a highly competitive marketplace surrounded by better funded and more established companies, our need to conduct product development, and our need to expand our sales and support organizations, respond to competition, manage changing operations, develop strategic relationships, control costs and expenses, maintain and enhance our brand, expand our product and service offerings, improve function and benefits, attract, integrate, retain and motivate qualified personnel, and rely upon acceptance and growth in our targeted markets. In addition to being subject to all of the risks associated with the creation of a new business, the Company will be subject to factors affecting business generally, such as general economic conditions, increasing government regulatory activity, scarcity of environmental resources, and competition. The Company believes that the estimates prepared by them as to capital, personnel, equipment and facilities required for their operations are reasonable, but until their operations have continued for a period of time, it will be impossible to determine the accuracy of such estimates. No assurance can be given as to the ultimate success of the Company. The likelihood of the success of the Company must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the formation of a new business.

Although a team of experienced entrepreneurs leads the company, none of them have ever been involved in bringing a beauty robotics product to market.

Raising Future Funds
The Company might not sell enough securities in this offering to meet its operating needs and fulfill its plans, in which case the Company might need to reduce sales & marketing, engineering, or other expenses. Even if the Company raises the entire round successfully, we may need to raise more capital in the future in order to continue. Even if we do make successful offering(s) in the future, the terms of that offering might result in your investment in the company being worth less because of the terms of future investment rounds.

The Company will continue its research and development activities for its initial product and begin its production operations which require capital. There is no certainty that the initial financing will be sufficient to establish that the initial product line is viable, in which case additional development financing will be required. The ability of the Company to secure future capital will depend on many factors, including continued progress in product success, the cost of manufacturing and production, market requirements, advertising costs and fluctuations in raw material prices. The Company does not know whether additional financing will be available when needed, or whether it can be obtained on terms favorable to the Company or its existing investors - particularly in light of current economic conditions, the availability of credit, and other sources of capital. The Company may raise any necessary funds through public or private equity offerings, debt financings or additional corporate collaboration and licensing arrangements. To the extent the Company raises additional capital by issuing equity securities, the Company’s members will experience dilution. If the Company raises funds through debt financings, they may become subject to restrictive covenants. To the extent that the Company raises additional funds through collaboration and product licensing arrangements, the Company may be required to relinquish some rights to the Company’s proprietary information or product trade secrets and protected intellectual property, or grant licenses on terms that are not favorable to the Company. If adequate funds are not available, the Company may be required to delay, scale-back or eliminate their research and development programs or obtain funds through collaborative partners or others that may require the Company to relinquish rights to certain of the Company’s potential product offerings that they would not otherwise relinquish. There can be no assurance that additional financing will be available on acceptable terms or at all, if and when required.

Founding/Managing Team
As a startup organization, the company is still very dependent on its co-founders. If anything catastrophic were to happen to the company's founding team, the future of the company may be compromised.

Co-founders Renuka Apte and Aaron Feldstein collectively own approximately 89.2% of the Company’s outstanding equity. The co-founders are currently the Company’s sole members of its Board of Directors, and therefore have significant control over the management of the Company and the direction of its policy and affairs. This concentrated control in the Company will limit Investors’ ability to influence Company matters.

Intellectual Property
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 products and technology, we rely on a combination of copyright and trademark laws, 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 products 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 products 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 products, 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.

The Company could be negatively impacted if found to have infringed on intellectual property rights.

Technology companies, including many of the Company’s competitors, frequently enter into litigation based on allegations of violations of intellectual property rights. As the Company grows, the intellectual property rights claims against it will likely increase. The plaintiffs in these actions frequently seek injunctions and substantial damages. Regardless of the scope or validity of such intellectual property rights, or the merits of any claims by potential or actual litigants, the Company may have to engage in protracted litigation. If the Company is found to infringe one or more 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 to avoid the foregoing adverse scenarios, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur. These licenses may also significantly increase the Company’s operating expenses. Regardless of the merit of particular claims, litigation may be expensive, time-consuming, disruptive to the Company’s operations and distracting to management. In recognition of these considerations, the Company may enter into arrangements to settle litigation. If one or more legal matters were resolved against the Company’s consolidated financial statements for that reporting period could be materially adversely affected. Further, such an outcome could result in significant compensatory, punitive or trebled monetary damages, disgorgement of revenue or profits, remedial corporate measures or injunctive relief against the Company that could adversely affect its financial condition and results of operations.

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.

Our future success depends on the efforts of a small management team. The loss of services of the members of the management team may have an adverse effect on the company. There can be no assurance that we will be successful in attracting and retaining other personnel we require to successfully grow our business.

Natural Disasters
Another unforeseeable failure is the real risk of natural disaster by earthquake in the San Francisco Bay Area.

We have limited control over our suppliers, contract manufacturers, and logistics providers, including aspects of their specific manufacturing processes and their labor, environmental, or other practices, which subjects us to significant risks, including the following:

exposure to natural catastrophes, political unrest, terrorism, labor disputes, and economic instability resulting in the disruption of trade from foreign countries in which our products are manufactured.

Security/Privacy Breaches
Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

We collect and store sensitive data, including intellectual property, our proprietary business information and that of our customers, vendors and business partners, and personally identifiable information of our customers and employees, in our data centers and on our networks. The secure processing, maintenance and transmission of this information is critical to our operations and business strategy. Like others in our industry, we continue to face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary information and sensitive/confidential data relating to our operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack our products or otherwise exploit any security vulnerabilities. Additionally, sophisticated software and applications that we produce or procure from third-parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the information infrastructure. 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. In addition, any such access, disclosure or other loss of information could disrupt our operations and the products and services we provide to customers, damage our reputation, and cause a loss of confidence in our products and services, which could adversely affect our revenues and competitive position.

Breaches of the Company's platform and systems may materially affect client adoption and subject the Company to significant negative reputational, legal or operational consequences. Minds user privacy has never been compromised to date due to a focus on encryption and security, but 100% security cannot be guaranteed. Cyber-crimes are becoming increasingly common and aggressive which brings parallel increase in risk.

Increased IT security threats and more sophisticated cyber crime pose a potential risk to the security of our IT systems, networks, and services, as well as the conﬁdentiality, availability, and integrity of our data. If the IT systems, networks, or service providers we rely upon fail to function properly, or if we suffer a loss or disclosure of business or other sensitive information, due to any number of causes, ranging from catastrophic events to power outages to security breaches, and our business continuity plans do not effectively address these failures on a timely basis, we may suffer interruptions in our ability to manage operations and reputational, competitive and/or business harm, which may adversely affect our business operations and/or ﬁnancial condition. In addition, such events could result in unauthorized disclosure of material confidential information, and we may suffer ﬁnancial and reputational damage because of lost or misappropriated conﬁdential information belonging to us or to our partners, our employees, customers, suppliers or consumers. In any of these events, we could also be required to spend signiﬁcant ﬁnancial and other resources to remedy the damage caused by a security breach or to repair or replace networks and IT systems. The trend toward public notiﬁcations of such incidents could exacerbate the harm to our business operations or ﬁnancial condition.

Operating Costs

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 US. Changes in employment laws or regulation could harm our performance.

We intend to add new services on our robot and website, and create a mobile app. These or other new services could result in new costs of doing business. There could be new expenses associated with tackling new and different competition, meeting new infrastructure requirements and solving new legal and regulatory challenges. We can’t guarantee revenues earned from providing new services will cover potential expenses.

Expanding our international presence is an important aspect of our plans for growth. With those efforts come potential costs and risks that could affect our business success. We do not have experience operating abroad and working with different languages, cultures, government regulations and legal systems. We may need to devote substantial time and resources to learning to satisfy the preferences and needs of foreign markets, understanding and complying with local laws and regulations applicable to our business, protecting our intellectual property rights beyond the reach of U.S. protections, and navigating foreign tax laws that could be financially detrimental. We may not be able to meet our goals for international expansion.

Any defects in the products we manufacture, whether caused by a design, manufacturing or component failure or error, may result in returns, claims, delayed shipments to customers or reduced or canceled customer orders. If these defects occur, we will incur additional costs and if in large quantities or too frequently, we may sustain loss of business, loss of reputation and may incur liability.

An increase in the cost of raw materials or energy could affect the Company’s profitability. Commodity and other price changes may result in unexpected increases in the cost of raw materials, glass bottles and other packaging materials used by the Company. The Company may also be adversely affected by shortages of raw materials or packaging materials. In addition, energy cost increases could result in higher transportation, freight and other operating costs. The Company may not be able to increase its prices to offset these increased costs without suffering reduced volume, sales and operating profit, and this could have an adverse effect on your investment.

Scalability

As we grow our robot fleet to thousands of robots, our infrastructure as it relates to storage space, bandwidth, processing ability, speed and other factors may begin to deteriorate. This may result in deteriorating user experience, system failures or system outages for continued periods of time. If we are unable to resolve any technical glitch, our business and financial conditions could suffer. Our servicing costs may also increase to a degree that they become cost prohibitive.

Our robots rely on expensive 3D cameras for performing high precision application of polish. Inability to navigate this supply chain effectively can limit our ability to scale.

Government Regulation/Oversight

We may be subject to future governmental regulations. Aspects of our business and our products may be regulated at the local, state, and federal levels. Our products may be subject to state, local and Federal environmental laws and regulations, including those relating to the handling and storage of hazardous materials. We and our products may also be subject to significant governmental regulation relating to labor conditions, safety in the workplace, healthcare and other human resource issues. The nature and scope of future legislation, regulations and programs cannot be predicted. While we anticipate that we and our products will be in compliance with all applicable governmental regulations, there still may be risks that such laws and regulations may change with respect to present or future operations. Such additional costs would increase the cost of investments and operations and decrease the demand for products and services. We and our products will be ultimately responsible for compliance with such regulations and for obtaining and maintaining all required permits and licenses. Such compliance may be time consuming and costly, and such expenses may materially affect our future ability to break even or generate profits.

If our products become subject new government regulation, our ability to profitably manufacture and market our robots may be severely impaired. Even as their popularity has grown, there is a perception that our robots could take away jobs. We therefore face a risk that new regulations may be proposed to combat this effect. We may be unable to comply with any such new regulations on a cost-effective basis, or we may be unable to produce a desirable product within the limitations imposed by any such new regulation.

The conduct of the Company’s businesses, including the production, distribution, sale, advertising, marketing, labeling, safety, transportation and use of our products, are subject to various laws and regulations administered by federal, state and local governmental agencies in the United States, as well as potentially in the future, to laws and regulations administered by government entities and agencies outside the United States in markets in which we contemplate our products may be made, manufactured or sold, including in emerging and developing markets where legal and regulatory systems may be less developed. These laws and regulations and interpretations thereof may change, sometimes dramatically, as a result of political, economic or social events. Such changes may include changes in: drug and health laws; laws related to product labeling, advertising and marketing practices; laws regarding the import of materials used in our products; laws regarding the export of our products; laws and programs aimed at reducing materials present in our product; increased regulatory scrutiny of, and increased litigation involving, product claims and concerns regarding the effects on health of materials in, or attributes of, certain of our product; state consumer protection laws; taxation requirements, including taxes that would increase the cost of our products to consumers; competition laws; privacy laws; laws regulating the price we may charge for our products; laws regulating access to and use of water or utilities; and environmental laws, including laws relating to the regulation of water rights and treatment. New laws, regulations or governmental policy and their related interpretations, or changes in any of the foregoing, may alter the environment in which we do business and, therefore, may impact the Company’s results or increase our costs or liabilities to the point that the Company is no longer viable.

Scalability

Our robots rely on expensive 3D cameras for performing high precision application of polish. Inability to navigate this supply chain effectively can limit our ability to scale.

-- COMPANY (CLOCKWORK) GIVEN RISKS --

Return to Investors

We do not plan to pay dividends to its shareholders in the near future and there is no guarantee it will ever receive any profit from its operations so as to be able to declare and pay dividends to its shareholders.

The Company currently intends to retain any future earnings and does not expect to make any distributions in the foreseeable future. The Securities provide for no repayment of principal or interest amounts. Investors who anticipate the need for distributions from their investment in the Company should not purchase the Securities offered hereby.

The Company is a mission driven business that is focused on providing a product that is both safe and delights customers. As a result, the Company may make decisions based on considerations other than strictly maximizing short-term profit and may initially result in high product costs.

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

Contractors/Employees

The success of the Company will depend on its ability to compete for and retain additional qualified key personnel to enhance the growth. The Company's business would be adversely affected if it were unable to recruit qualified personnel when necessary or if it were to lose the services of certain key personnel and it were unable to locate suitable replacements in a timely manner. Finding and hiring such replacements, if any, could be costly and might require the Company to grant significant equity awards or incentive compensation, which could have a material adverse effect on the Company’s financial results and on your investment. The loss, through untimely death, unwillingness to continue or otherwise, of any such persons could have a materially adverse effect on the Company and its business.

Company Brand

We have a name and logo that are not well known.

Unfavorable media related to our industry, company, brands, marketing, personnel, operations, business performance, or prospects could negatively affect our corporate reputation, stock price, ability to attract high quality talent, and/or the performance of our business, regardless of its accuracy or inaccuracy. Adverse publicity or negative commentary on social media outlets could cause consumers to avoid our brands and/or choose brands offered by our competitors, which could negatively affect our ﬁnancial results.

Company Discretion to Spend Investments

While the Company will make the utmost effort to honor the proportions of the proceeds that will be spent on various activities, the Company will have ultimate discretion to use the proceeds as it sees fit, depending on changes in the environment and assumptions.

The Company’s management, subject to the supervisory powers of the Board of Directors, has absolute discretion to spend the proceeds of this offering for any general corporate purpose, including but not limited to providing a salary to corporate officers and the repayment of certain authorized shareholder loans to the Company. The Company’s management is committed to the long-term growth of the business and, thus, cannot assure you that the proceeds will yield any return in the short or immediate term, if at all.

Transfer of Shares

Liquid Investment. The Stock is subject to significant restrictions on transfer. Prospective investors in the Company will be required to represent that they have acquired their Stock for investment purposes only and not with a view to or for sale in connection with any distribution of such Stock. The Stock has not been registered under the Securities Act and, therefore, is subject to restrictions on transfer under the Securities Act. In addition, the Stock will be subject to these restrictions including restrictions on transfer, rights of first refusal and other provisions set forth in the Company’s Stockholder’s Agreement.

The SAFEs and the rights in the SAFEs are subject to the restrictions on transfer, as set forth in the SAFEs.

Although the SAFE may be tradeable 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 SAFE (Simple Agreement for Future Equity). Because the SAFE has not been registered under the Securities Act or under the securities laws of any state or non-United States jurisdiction, the SAFE has 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 affected. Limitations on the transfer of the SAFE may also adversely affect the price that you might be able to obtain for the 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.

There is currently no, and there may never be any, secondary market trading in the Preferred Stock, and investors’ ability to sell their shares are further limited by transfer restrictions under applicable securities laws and the terms of the agreement for the Preferred Stock. The Company is not required to, and there is no guarantee that the Company will pay dividends in any future year.

Litigation Against Company

We make a significant effort to protect our intellectual property rights including our trade secrets, trademarks, copyright and those rights pertaining to our online marketplace and search algorithms. Even with our efforts to protect our rights, there is a possibility that parties lacking authorization will attempt to copy our intellectual property and use our trade secrets. If that should happen, our business could be harmed. In addition, we may be forced into litigation, which often is expensive and time-consuming, to protect our trade-secret rights. We also may need to protect our intellectual property rights in proceedings before governmental administrative bodies both in the U.S. and abroad. Keeping watch over those rights may become more difficult and costly as we expand into new countries, especially those lacking strong laws protecting intellectual property. Our efforts to protect our property rights could be a drain on our resources and affect our business bottom line. We also may fail to obtain or maintain trade secret protection, and as a result, our competitors could acquire our trade secrets or independently develop unpatented technology similar to ours or competing technologies, which could adversely affect our competitive business position.

We are currently involved in litigation, as a patent troll has sued us in the state of Texas. Our patent priority date is clearly older than his, his patent may be invalid due to prior art, and we literally do not infringe (as his lawyers have stated). Yet, as he is seeking a settlement, the outcome of such litigation could have a negative impact on our financial position. The results of such proceedings cannot be predicted with certainty.

Rapid Innovation/Technology Adoption

Our success is also dependent on our product innovation, including our ability to successfully adapt to a rapidly changing AI and robotics environment. There can be no assurance as to our ability to develop and launch successful products.

We may need to acquire or develop new products, evolve existing ones, address any defects or errors, and adapt to changes in technology.

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.

Other Disclosures

The Board of Directors

Director	Occupation	Joined
Renuka Apte	CEO @ Clockwork	2017
Aaron Feldstein	CTO @ Clockwork	2017

Officers

Officer	Title	Joined
Renuka Apte	CEO, Treasurer, and President	2017
Aaron Feldstein	CTO	2017

Voting Power

Holder	Securities Held	Power
Renuka Apte	5,117,120 Common Stock, Options	49.4%
Aaron Feldstein	4,117,120 Common Stock, Options	39.7%

Past Fundraises

Date	Security	Amount
	SAFE	$97,575
3/2022	SAFE	$5,290,500
10/2019	SAFE	$3,010,000
7/2019	SAFE	$215,000
1/2018	Loan	$29,500

Outstanding Debts

Issued	Lender	Outstanding	Maturity
1/1/18	Renuka Apte	$29,500

Related Party Transactions

Name	Renuka Apte
Amount Invested	$29,500
Transaction Type	Loan
Issued	1/1/18
Outstanding Principal Plus Interest	$29,500 as of 9/13/23
Interest	0% per annum
Outstanding	Yes
Current with Payments	Yes
Relationship	Founder & CEO

Use of Funds

$200,000	20% marketing, 6% Wefunder fees, 74% R&D (new product development, improving the existing product)
$2,100,000	4% marketing, 6% Wefunder fees, 70% R&D (new product development, improving the existing product), 20% manufacturingRaising our maximum allows us to raise equipment financing for producing more robots.

Capital Structure

Class of Security	Securities (or Amount) Authorized	Securities (or Amount) Outstanding	Voting Rights
Common	11,000,000	9,521,651	Yes
Unconverted Saf Es	0	0	No

Form C Filing on EDGAR

The Securities and Exchange Commission hosts the official Form C on their EDGAR web site.

$7,362,330