Risks Specific to KALiiN
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.
This is an early stage artificial intelligence (“AI”) software company. It has a limited operating history, a limited number of users and limited revenue. If you are investing in this company, it's because you believe that (1) KALiiN is a good business idea, (2) its founders, Board of Directors and senior management team can execute their business plan better than their competition, (3) they can price KALiiN’s product(s) appropriately and sell KALiiN’s software (hereinafter the “App(s)”) to enough people so the company ultimately will generate sufficient revenue, manage its expenses, ultimately will become profitable, and hopefully will succeed. You are assuming each of these things based on your business judgement and some faith, because it’s impossible to know with certainty what will happen in the future. We are highly dependent upon additional capital resources for the continuation of our planned operations and are subject to significant risks and uncertainties, including potentially not raising sufficient capital for our planned business operations and/or potentially failing to profitably operate this business.
The company will depend on revenue from KALiiN’s App(s). We have a limited operating history and service range. The company will only succeed (and you will only make money) if there is sufficient demand for KALiiN’s Enterprise and Consumer products, people think these products are better than the competition’s product(s), and the company has priced their product(s) at an appropriate level that allows the company to make a reasonable profit and continue to attract more business via it multi-stream revenue model. The company is potentially vulnerable to any developments that affect the mobile application industry as a whole, and also is particularly vulnerable to any developments that affect the operating system platforms with which it utilizes for its business.
The Machine Learning engine has not been fully developed. This engine will be necessary for the rapid development of KALiiN’s algorithms. Without the Machine Learning engine, KALiiN may be perceived simply as a calendar aggregator or life style application.
The trends that we are anticipating in the mobile application industry may not happen. Customer spending in our market may not grow as quickly as anticipated. Additionally, we may not be able to adapt to changes in the industry as quickly as we need to.
There are competitors in the market. There are other companies providing products similar to our products. Some of these companies are larger and more established companies with more resources than our company. Accordingly, they may be able to develop products better than our products and may succeed in convincing customers to purchase them faster.
The company may need additional financing. The company might not sell enough Units in the Regulation CF offering to meet its operating needs and fulfill its current or future business plans. If that happens, the company expects to be able to continue operating by relying on its history of “bootstrapping” its financing and by continuing to use its resources efficiently. If it is not able to do that, it may cease operating and you could end up with nothing. Even if KALiiN sells all of the Units it is offering now, it is possible that we may need to raise more funds in the future, and if we can’t raise the necessary funding, the company could fail. Even if it does make a successful offering in the future, the terms of that offering might result in the value of your investment in the company being reduced, because subsequent investors might get better terms in future financing transactions.
The company is controlled by its officers and directors. Richard Grover, who is the managing member of VaranIDEA, LLC, also is the CEO of KALiiN. Mr. Grover currently holds a majority of the company’s voting securities, and at the conclusion of this offering, he will continue to hold a majority of the company’s voting rights. Consequently, the investors in this offering will not have the ability to control actions by the company without Mr. Grover’s approval.
Unauthorized access to the company’s records, systems, and technology potentially will expose the company to litigation, reputational risk, and financial risk. The company uses third party platforms and cloud-based systems to store its customer information. The company’s records, systems, and technology potentially are vulnerable to computer viruses, physical or electronic break-ins and similar disruptions, which could lead to potential interruptions and delays in the services and operations, and loss, misuse, or theft of data. Additionally, problems faced by third party providers of the company’s platforms and cloud-based systems could harm the company. The company’s insurance may not cover some or all of these risks.
We rely on our technology, intellectual property and certain third party technology and intellectual property (i.e. Google’s TensorFlow). We have built our own proprietary software and have licensed third party platform software. Maintaining these relationships is important to the App functioning. KALiiN’s own intellectual property is critical to our operations. The potential theft of this technology could result in greater competition for KALiiN.
Operational costs may increase. Operational costs for running KALiiN, processing data requests, and real time analysis may increase. The company will rely on management to effectively control and mitigate any operational cost increases. If management is unable to control operational costs over an extended period of time, the company may be unable to continue its business.
Application development costs could increase. If application development costs increase significantly and key development milestones are missed, the company may not be able to create its application(s) as planned.
We currently are organized as a limited liability company (“LLC”). By forming our business entity as an LLC, we have elected to be taxed at the unitholder level instead of the LLC entity level. Consequently, instead of paying entity-level taxes like a corporation, this means that any taxable income or losses for KALiiN will be passed through to its owners (based on their pro-rata ownership percentages), and any income tax liabilities or income tax refunds generated by the company will pass through to its members (also based on their respective ownership percentages) instead of being taxed at KALiiN’s “entity” level. In the future, the Company may decide to convert to a “C” corp.
Investors potentially won’t be able to easily resell KALiiN’s debt or equity securities. There also are restrictions on how you can resell your securities during the next year after the offering is completed. More importantly, there potentially may not be any market for these securities in the future, and there might not ever be a market for these securities. This means the money you paid for these securities could be tied up for an extended period.
Richard Grover the CEO is a part time employee.