|1||🧬 We created the world's first privacy-preserving DNA kit and platform|
|2||🔐 We leverage blockchain technology to help securely manage DNA|
|3||👥 We have +2K users and 4 enterprise customers|
|4||✅ We have 3 pending patents filed in the United States|
|5||📈Addressing +$22B direct-to-consumer & enterprise markets|
|6||💸 Raised +$764K from angel investors and grants|
|7||👨💼 Advisors include experts in genomics, blockchain and cybersecurity|
|8||🎥 As seen on TV: Meet the Drapers, Telemundo, Canal Once|
DNA analysis can positively impact the health and well being of people around the world but currently there is no safe way for consumers to participate.
Today, DNA test kit manufacturers and other third parties sell your DNA data to drugmakers, hospitals, and other third parties.
We built the world’s first platform that leverages blockchain technology to insure security and control of your DNA.
Laws like GDPR and CCPA are a win for consumers worldwide and require companies to comply or face disciplinary action against potential data privacy claims.
As a result of this, companies will spend thousands of hours and millions of dollars on data protection compliance annually.
We offer an end-to-end solution that provides these entities indemnity against potential data privacy claims.
Our technology allows consumers to enforce privacy laws by being able to check third party DNA databases for unauthorized copies of their DNA data.
Genobank.io DNA Extraction Kit:
We have been in beta with consumers and companies since 2019. In the past year, we have made huge developments in our technology and business model. In Q1 2021, we will be delivering 2000 kits to consumers and begin licensing our technology to 4 companies.
Although only 5m people have sequenced their DNA, this number is estimated to increase to 100m by 2030. The global genetic testing market size was $14B in 2019 and is estimated to surpass $30B by 2026. The healthcare cybersecurity market size was valued at $8B in 2018 and is estimated to surpass $27B by 2025.
We have 3 pending patents over our unique DNA data management platforms designed to protect DNA data and consumers’ identities. Our approach in leveraging blockchain was validated when our peer-reviewed research was published by one of Europe’s top scientific journals, the British Blockchain Association. The research was authored by our CEO, Daniel Uribe and our Advisor, Gisele Waters. We are the only player in the space to use blockchain at its full potential to secure DNA data.
GenoBank.io is a small but experienced team with some of the top experts in the world. Our founding team and advisors gives us +50 cumulative years experience in working on innovative technologies and groundbreaking research.
GenoBank.io has financial statements ending December 31 2019. Our cash in hand is $170,241, as of November 2020. Over the three months prior, revenues averaged $0/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $20,000/month.
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.
We are a patent pending Anonymous DNA Collection Kit + Privacy-Preserving DNA data Wallet. If granted, patents will be held by Daniel Uribe, CEO and Founder.
Given the Company’s limited operating history, the Company cannot reliably estimate how much revenue it will receive in the future, if any.
GenoBank.io Inc was incorporated in the State of Delaware in May 2018.
Since then, we aim to stop abusive and unethical uses of our DNA data;, understanding that 95% of DNA data is about to be generated. We also aim to disrupt a 26 Billion USD Market (by 2025). We firmly believe that donors should own and control their DNA data.
Historical Results of Operations
Our company was organized in May 2018 and has limited operations upon which prospective investors may base an evaluation of its performance.
Liquidity & Capital Resources
To date, the Company has been financed with $25,000 in convertibles, $688,709 in SAFEs and $1,619 in debt.
After the conclusion of this Offering, should we hit our minimum funding target, our projected runway will be 12 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 do not 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 approximately 12 months. Except as otherwise described in this Form C, we do not have additional sources of capital other than the proceeds from this 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
GenoBank.io Inc cash in hand is $170,241, as of November 2020. Over the last three months, revenues have averaged $0/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $20,000/month, for an average burn rate of $20,000 per month. Our intent is to be profitable in 24 months.
The Company was recently formed and is pre-revenue. It has been in the development stage since its inception in 2018, getting its platform ready to launch.
Cost of Sales
The company is pre-revenue and there is no cost of sales.
The Company's expenses consist of, among other things, advertising and marketing, business development, independent contractors, legal and professional services, office supplies and software, travel, rent expense, and bank charges, etc.
Total operating expenses also went from $14 in 2018 to $158,558 in 2019, which was mainly due to the company investing in developing its platform.
As of December 31, 2019, total operating expenses consist of 5% in advertising and marketing at $8,103, 36% in research and development at $56,312, and 59% in general and administrative (G&A) expenses at $94,143. Legal and professional expenses including accounting, legal, and consulting services made up 36% of G&A at $34,251. Travel made up 30% of G/L mainly due to the founder traveling a lot to participate in events as a speaker and for training purposes. Other G&A expenses included office expenses at 12% with $11,760, meals at 10% with $9,160, independent contractor at 6% with $5,766, rent at 1% with $1,310.
The Company's investment in building its platform to start processing its orders caused the Company to incur a total loss of $158,558 as of December 31, 2019.
Historical results and cash flows
The Company had an accumulated deficit of $158,572 and cash in the amount of $1,027 as of December 31, 2019. The Company raised funds through crowdfunding in 2020 and intends to continue raising additional funds through equity financing. The following summarizes selected items of the cash flow statements.
As of December 31, 2019, cash used in operating activities went up to $160,163 as of December 31, 2019, from $14 as of December 31, 2018. The increase in cash used in operating activities was mainly due to an increase in a net loss as discussed earlier.
As of December 31, 2019, cash used in investing activities went up to $3,846 as of December 31, 2019, from $0 as of December 31, 2018. The increase in cash used in investing activities was mainly due to the company purchasing computers and equipment and placing it in service.
As of December 31, 2019, cash provided by financing activities increased to $165,000 from $0 in 2018. The increase in cash provided by financing activities in 2019 was mainly due to the company issuing additional SAFEs notes in 2019 in the amount of $165,000.
The Company’s management is positive about the Company’s prospects and expects to start generating sales in the first quarter of 2021. The Company is processing orders for +700 beta users for its privacy-preserving DNA test kit and launched its conversion kit just before Black Friday 2020. The Company is also in conversation with 4 research entities interested in using our platform: Somos, Portunus.io, RIO Labs, Variant Bio for our Enterprise solution.
Management also thinks that the Company’s competitive advantage of being the only option in its industry that has 3 patents (pending) over decentralized DNA data management platforms designed to protect users' DNA data and identity, using blockchain at its full potential by registering users DNA data as a unique digital asset also known as a non-fungible-token (NFT), and granting users exclusive ownership over it is a game-changer that is helping the company build traction and position itself as a leader in its industry. In light of the Company putting strategies in place and make its patents a competitive advantage, the company is confident it will gain market shares, achieve its target sales, and possibly start generating profit in the next 2 years.
We are hoping to sell 1,000-3,000 kits through our B2B (White Label Anonymous Saliva DNA Collection Kit) to Direct to Consumer genetic testing companies, biobanks, genome-guided clinical trial recruitment companies, or research entities in 2021. Our target monthly revenue is $5,000.
We have in our pipeline: 5 clients with a total combined potential of 20,000 kits to be purchased.
These future-looking projections cannot be guaranteed.
-Complete privacy-preserving (encrypted) messaging system to interact with Donors through their individual DNA Wallet and possibly integrate DeFi capabilities to compensate Donors.-
Launch our Privacy Conversion kit for unused Ancestry DNA and 23&Me Kits to register and repurpose to GenoBank.io
Outside of the sales pipeline, users can pay for storage on Genobank for a fee-platform has excess capacity, need to work out the pricing model
Back End Developer 1 Wallet development and maintenance will look to extend.
Back End Developer 2- Blockchain- will look to extend.
Operations Consultant- on boarded in October 2020 on an initial 3-month contract to help with PR, IR and logistics will look to extend.
These funds are critical to reaching our growth milestones and product development, although we still have resources from our past crowdfunding campaign on Republic.
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.
Candice Bellau is a part-time officer. As such, it is likely that the company will not make the same progress as it would if that were not the case.
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.
The healthcare industry is highly regulated.
We are subject to regulation in the U.S. at both the federal and state level and in foreign countries. In addition, the U.S. federal and state governments have allocated greater resources to the enforcement of these laws. If we fail to comply with these regulatory requirements, or if allegations are made that we failed to comply, our results of operations and financial condition could be adversely affected.
Privacy laws and regulations could restrict our ability or the ability of our customers to obtain, use or disseminate patient information, or could require us to incur significant additional costs to re-design our products.
State, federal and foreign laws, such as the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA), the European Union’s General Data Protection Regulation (GDPR) and the State of California’s Consumer Privacy Act (CCPA) regulate the confidentiality and security of sensitive personal information about our customers and employees (PII) in the countries where we operate, and the circumstances under which such information may be collected, used, retained, processed and transferred of personally identifiable information. Much of the personal data that we process, especially health and financial information, is regulated by multiple privacy laws and, in some cases, the privacy laws of multiple jurisdictions. In many cases, these laws apply not only to third-party transactions, but also to transfers of information between or among us, our subsidiaries, and other parties with which we have commercial relationships. Health information standards, such as regulations under HIPAA, establish standards regarding electronic health data transmissions and transaction code set rules for specified electronic transactions, for example transactions involving claims submissions to third party payors. These also continue to evolve and are often unclear and difficult to apply. In addition, under the federal Health Information Technology for Economic and Clinical Health Act (HITECH Act), which was passed in 2009, many businesses that were previously only indirectly subject to federal HIPAA privacy and security rules became directly subject to such rules because the businesses serve as "business associates" to our customers. On January 17, 2013, the Office for Civil Rights of the Department of Health and Human Services released a final rule implementing the HITECH Act and making certain other changes to HIPAA privacy and security requirements. Compliance has increased the requirements applicable to some of our businesses. Failure to maintain the confidentiality of sensitive personal information in accordance with the applicable regulatory requirements, or to abide by electronic health data transmission standards, could expose us to breach of contract claims, fines and penalties, costs for remediation and harm to our reputation. More generally, regulatory scrutiny of privacy, data protection, collection, use and sharing of data is growing globally. There is uncertainty associated with the legal and regulatory environment around privacy and data protection laws, which continue to develop in ways we cannot predict, including with respect to evolving technologies such as cloud computing. Privacy and data protection laws may be interpreted and applied inconsistently from country to country and impose inconsistent or conflicting requirements. Complying with varying jurisdictional requirements could increase the costs and complexity of compliance or require us to change our business practices in a manner adverse to our business, and violations of privacy and data protection-related laws can result in significant penalties and damage to our brand and business. In addition, compliance with inconsistent privacy laws may restrict our ability to provide products and services to our customers. A determination that there have been violations of privacy or data protection laws could expose us to significant damage awards, fines and other penalties that could, individually or in the aggregate, materially harm our business and reputation. In addition to posting on our websites and in our products our privacy policies and practices regarding the collection, use and disclosure of user data, we plan to actively promote our commitment to and leadership in data governance standards and technology that protects our member’s data privacy. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any applicable regulatory requirements or orders, or privacy, data protection, information security or consumer protection-related privacy laws and regulations in one or more jurisdictions could result in proceedings or actions against us by governmental entities or others, including class action privacy litigation in certain jurisdictions, subject us to significant fines, penalties, judgments and negative publicity, require us to change our business practices, increase the costs and complexity of compliance, and adversely affect our business. Further, if our members or customers were to reduce their use of our products and services as a result of these concerns, our business could be materially harmed. As noted above, we are also subject to the possibility of security and privacy breaches, which themselves may result in a violation of these privacy laws.
The transferability of the Securities you are buying is limited
The Securities will not be freely tradable under the Securities Act until one year from the initial purchase date. Although the Securities may be tradable under federal securities law, state securities regulations may apply, and each Investor 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 Securities. Because the Securities have not been registered under the Securities Act or under the securities laws of any state or foreign jurisdiction, the Securities 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 Securities may also adversely affect the price that you might be able to obtain for the Securities in a private sale. Investors should be aware of the long-term nature of their investment in the Company. Each Investor in this Offering will be required to represent that they are purchasing the Securities for their own account, for investment purposes and not with a view to resale or distribution thereof.
Your investment could be illiquid for a long time
Damage to our reputation could negatively impact our business, financial condition and results of operations.
Our reputation and the quality of our brand are critical to our business and success in existing markets, and will be critical to our success as we enter new markets. Any incident that erodes consumer loyalty for our brand could significantly reduce its value and damage our business. We may be adversely affected by any negative publicity, regardless of its accuracy. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate as is its impact. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate and may disseminate rapidly and broadly, without affording us an opportunity for redress or correction.
The use of individually identifiable data by our business, our business associates and third parties is regulated at the state, federal and international levels.
The regulation of individual data is changing rapidly, and in unpredictable ways. A change in regulation could adversely affect our business, including causing our business model to no longer be viable. 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. Additionally, the success of our online operations depends 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 computer capabilities, new discoveries in the field of cryptography or other developments 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.
Political, economic and regulatory influences are subjecting the healthcare industry to potential fundamental changes that could substantially affect our results of operations.
Government and private sector initiatives to limit the growth of healthcare costs, including price regulation, competitive pricing, coverage and payment policies, comparative effectiveness of therapies, technology assessments and alternative payment models, are continuing in many countries where we do business, including the U.S. These changes are causing the marketplace to put increased emphasis on the delivery of more cost-effective treatments. As a U.S. headquartered Company that anticipates significant sales in the U.S., this healthcare reform legislation could have a material impact on us. Certain provisions of the legislation will not be effective for a number of years and it is unclear what the full impact of the legislation will be. Provisions of this legislation, including Medicare provisions aimed at improving quality and decreasing costs, comparative effectiveness research, an independent payment advisory board, and pilot programs to evaluate alternative payment methodologies, could meaningfully change the way healthcare is developed and delivered, and may adversely affect our business and results of operations. Further, we cannot predict what healthcare programs and regulations will ultimately be implemented at the federal or state level, or the effect of any future legislation or regulation in the U.S. or internationally. However, any changes that alter what costs consumers need to pay out of pocket for healthcare, or what consumers or other participants in the healthcare industry may be financially incentivized for, could adversely affect our business and results of operations.
Investors should understand the potential for dilution. The investor’s stake in a company could be diluted due to the company issuing additional shares. In other words, when the company issues more shares, the percentage of the company that you own will go down, even though the value of the company may go up. You will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, another crowdfunding round, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into stock. If the company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the company offers dividends, and most early stage companies are unlikely to Mioffer dividends, preferring to invest any earnings into the company).
Any valuation at this stage is difficult to assess
The valuation for the offering was established by the Company. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment.
The sales, marketing and pricing of products and relationships that pharmaceutical and medical device companies have with healthcare providers are under increased scrutiny by federal, state and foreign government agencies.
Compliance with the Anti-Kickback Statute and other healthcare related laws, as well as competition, data and patient privacy and export and import laws is under increased focus by the agencies charged with overseeing such activities, including the U.S. Food and Drug Administration, Office of Inspector General, Department of Justice (“DOJ”) and Federal Trade Commission. The DOJ and the U.S. Securities and Exchange Commission have also increased their focus on the enforcement of the U.S. Foreign Corrupt Practices Act, particularly as it relates to the conduct of pharmaceutical companies. Many of the existing requirements are new and have not been definitively interpreted by state authorities or courts, and available guidance is limited. Regarding the Anti-Kickback Statute in particular, any assertion that our business activities constitute knowingly and willfully offering or paying any remuneration to induce the referral of an individual to another person or entity for the furnishing of any item or service, or to induce the purchasing or ordering of such item or service, payable in whole or in part by Medicare or Medicaid, could require us to change our business practices or subject our business practices to legal challenges, which could have a material adverse effect on our business, financial condition and results of operations. Unless and until we are in full compliance with these laws, we could face enforcement action and fines and other penalties, and could receive adverse publicity, all of which could materially harm our business. In addition, changes in or evolving interpretations of these laws, regulations, or administrative or judicial interpretations, may require us to change our business practices or subject our business practices to legal challenges, which could have a material adverse effect on our business, financial condition and results of operations.
The Company is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies.
The Company may not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes Oxley Act of 2002. As a privately-held (non-public) Company, the Company is currently not subject to the Sarbanes Oxley Act of 2002, and it's financial and disclosure controls and procedures reflect its status as a development stage, non-public company. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of the Company's financial and disclosure controls and procedures. If it were necessary to implement such financial and disclosure controls and procedures, the cost to the Company of such compliance could be substantial and could have a material adverse effect on the Company's results of operations.
The Company may be deemed a “money transmitter.”
To the extent that the activities of the Company cause it to be deemed a “money transmitter” under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act, or by any state, the Company may be required to comply with FinCEN and state regulations, including those that would mandate the Company to implement anti-money laundering programs, make certain reports to FinCEN and maintain certain records. Such additional regulatory obligations may cause the Company to incur extraordinary expenses or reduce efficiencies necessary for the viability of the mobile health app or other products developed by the Company, possibly affecting an investment in the Securities in a material and adverse manner
Changes in government regulation could adversely impact our business.
The Company is subject to legislation and regulation at the federal and local levels and, in some instances, at the state level. We expect that court actions and regulatory proceedings will continue to refine our rights and obligations under applicable federal, state and local laws, which cannot be predicted. Modifications to existing requirements or imposition of new requirements or limitations could have an adverse impact on our business.
The regulatory regime governing blockchain technologies, cryptocurrencies, and digital assets is uncertain, and new regulations or policies may adversely affect the development of our product.
Regulation of digital assets is currently underdeveloped and likely to rapidly evolve as government agencies take greater interest in them. Such regulation varies significantly among international, federal, state, and local jurisdictions and is subject to significant uncertainty. Various legislative and executive bodies in the United States and in other countries may in the future adopt laws, regulations, guidance, or take other actions, which may severely impact the permissibility of our product, and the technology behind it. Failure by the Company to comply with any laws, rules, and regulations, some of which may not exist yet or that are subject to interpretations that may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines.
Our management team has limited experience in the blockchain and healthcare industries and has not managed a business with similar risks and challenges specific to our business.
Because we have limited expertise in the blockchain and healthcare industries, members of our management team may make decisions detrimental to our business and/or be unable to successfully manage our operations. The ineffective management of our business will have a negative effect on our results of operations.
Product or Service Risks
Some of our products are still in prototype phase and might never be operational products
It is possible that there may never be an operational product or that the product may never be used to engage in transactions. It is possible that the failure to release the product is the result of a change in business model upon the Company’s making a determination that the business model, or some other factor, will not be in the best interest of the Company and its stockholders.
Developing new products and technologies entails significant risks and uncertainties
As an early-stage company, we may implement new lines of business at any time. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved, and price and profitability targets may not prove feasible. We may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not achieve market acceptance. As a result, we could lose business, be forced to price products and services on less advantageous terms to retain or attract clients, or be subject to cost increases. As a result, our business, financial condition or results of operations may be adversely affected.
Security Rights Risks
Market Competition and Operating History Risks
Trademarks and Patents Risks
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