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Form C that closed on April 30, 2018

This is a draft of the {{filing_name()}} to be filed with the SEC.

Use this page to see annotations from Wefunder or to make changes and updates. If you are working with a lawyer, you can invite them to edit this document below.

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Every company that conducts a Regulation Crowdfunding offering must first submit a Form C to the Securities and Exchange Commission. Wefunder has helped you generate this draft of a Form C based on information you have provided, which we've done solely as a convenience.

Because this is an official regulatory filing and you will have liability under the Securities Act of 1933 with respect to any misstatements or omissions, we strongly recommend that you have your lawyer review your Form C before having us file it on your behalf.

Warning: this Annual Report is unsigned.
Please review and sign at the bottom.
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BE ADVISED

This filing will not be reviewed by Wefunder.
The information below will be submitted to the SEC on your behalf.

Admin Only

Permission Level

We set the permission level for lawyers and others invited to the Form C so that they can't edit the Form C until an admin deems it okay to edit the form.

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Cover Page

{{form_c.name_of_issuer}}
  • Form:
    {{ form_c.legal_status_form }}
  • Other (specify):
    {{ form_c.legal_status_other_desc }}
  • Jurisdiction of Incorporation/Organization:
    {{ form_c.jurisdiction_organization }}
  • Date of organization:
    {{ form_c.date_incorporation | date:'M/d/yyyy'}}
{{form_c.issuer_address1}}
{{form_c.issuer_address2}}
{{form_c.issuer_city}} {{form_c.issuer_state_or_country}} {{form_c.issuer_zipcode}}
{{ form_c.issuer_website }}
{{form_c.commission_name}}
{{form_c.commission_cik}}
{{form_c.commission_file_number}}
{{form_c.crd_number}}
  • {{security_offered_type}}
{{form_c.security_offered_other_desc}}
{{form_c.no_of_security_offered | number}}
{{form_c.price | currency:"$":5}}
{{form_c.price_determination_method}}
{{form_c.offering_amount | currency:"$"}}
  • Yes
  • No
  • {{over_subscription_allocation_type}}
{{form_c.desc_over_subscription}}
{{form_c.maximum_offering_amount | currency:"$"}}
{{target_offering_deadline() | date:'M/d/yyyy'}} 1
NOTE: If the sum of the investment commitments does not equal or exceed the target offering amount at the offering deadline, no securities will be sold in the offering, investment commitments will be cancelled and committed funds will be returned.

1 Deadline will be adjusted to be {{form_c.max_days_fundraise_stays_open}} days from when filed with SEC.
{{form_c.current_employees}}
Most recent fiscal year-end: Prior fiscal year-end:
Total Assets: {{form_c.total_asset_most_recent_fiscal_year | currency:"$"}} {{form_c.total_asset_prior_fiscal_year | currency:"$"}}
Cash & Cash Equivalents: {{form_c.cash_equi_most_recent_fiscal_year | currency:"$"}} {{form_c.cash_equi_prior_fiscal_year | currency:"$"}}
Accounts Receivable: {{form_c.act_received_most_recent_fiscal_year | currency:"$"}} {{form_c.act_received_prior_fiscal_year | currency:"$"}}
Short-term Debt: {{form_c.short_term_debt_most_recent_fiscal_year | currency:"$"}} {{form_c.short_term_debt_prior_fiscal_year | currency:"$"}}
Long-term Debt: {{form_c.long_term_debt_most_recent_fiscal_year | currency:"$"}} {{form_c.long_term_debt_prior_fiscal_year | currency:"$"}}
Revenues/Sales: {{form_c.revenue_most_recent_fiscal_year | currency:"$"}} {{form_c.revenue_prior_fiscal_year | currency:"$"}}
Cost of Goods Sold: {{form_c.cost_goods_sold_most_recent_fiscal_year | currency:"$"}} {{form_c.cost_goods_sold_prior_fiscal_year | currency:"$"}}
Taxes Paid: {{form_c.tax_paid_most_recent_fiscal_year | currency:"$"}} {{form_c.tax_paid_prior_fiscal_year | currency:"$"}}
Net Income: {{form_c.net_income_most_recent_fiscal_year | currency:"$"}} {{form_c.net_income_prior_fiscal_year | currency:"$"}}
{{form_c.issue_jurisdiction_securities_offering}}
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Offering Statement

Respond to each question in each paragraph of this part. Set forth each question and any notes, but not any instructions thereto, in their entirety. If disclosure in response to any question is responsive to one or more other questions, it is not necessary to repeat the disclosure. If a question or series of questions is inapplicable or the response is available elsewhere in the Form, either state that it is inapplicable, include a cross-reference to the responsive disclosure, or omit the question or series of questions.

Be very careful and precise in answering all questions. Give full and complete answers so that they are not misleading under the circumstances involved. Do not discuss any future performance or other anticipated event unless you have a reasonable basis to believe that it will actually occur within the foreseeable future. If any answer requiring significant information is materially inaccurate, incomplete or misleading, the Company, its management and principal shareholders may be liable to investors based on that information.

{{form_c.name_of_issuer}}
  • Organized under, and subject to, the laws of a State or territory of the United States or the District of Columbia.
  • Not subject to the requirement to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.
  • Not an investment company registered or required to be registered under the Investment Company Act of 1940.
  • Not ineligible to rely on this exemption under Section 4(a)(6) of the Securities Act as a result of a disqualification specified in Rule 503(a) of Regulation Crowdfunding.
  • Has filed with the Commission and provided to investors, to the extent required, the ongoing annual reports required by Regulation Crowdfunding during the two years immediately preceding the filing of this offering statement (or for such shorter period that the issuer was required to file such reports).
  • Not a development stage company that (a) has no specific business plan or (b) has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies.
INSTRUCTION TO QUESTION 2: If any of these statements are not true, then you are NOT eligible to rely on this exemption under Section 4(a)(6) of the Securities Act.
Yes No


Director
Principal Occupation Main
Employer
Year Joined as Director
{{director.full_name}} {{director.principal_occupation}} {{director.main_employer}} {{director.year_joined}}
For three years of business experience, refer to Appendix D: Director & Officer Work History.
Officer Positions Held Year Joined
{{officer.full_name}} {{position.position}} {{officer.year_joined}}
{{officer.full_name}} {{position}} {{officer.year_joined}}
For three years of business experience, refer to Appendix D: Director & Officer Work History.
INSTRUCTION TO QUESTION 5: For purposes of this Question 5, the term officer means a president, vice president, secretary, treasurer or principal financial officer, comptroller or principal accounting officer, and any person that routinely performing similar functions.
Name of Holder No. and Class
of Securities Now Held
% of Voting Power Prior to Offering

No principal security holders.
{{security_holder.full_name}} {{security_holder.number_and_class_of_securities }} {{security_holder.number_of_securities}} {{security_holder.type_of_securities}} {{security_holder.percent_voting_power}}

INSTRUCTION TO QUESTION 6: The above information must be provided as of a date that is no more than 120 days prior to the date of filing of this offering statement.

To calculate total voting power, include all securities for which the person directly or indirectly has or shares the voting power, which includes the power to vote or to direct the voting of such securities. If the person has the right to acquire voting power of such securities within 60 days, including through the exercise of any option, warrant or right, the conversion of a security, or other arrangement, or if securities are held by a member of the family, through corporations or partnerships, or otherwise in a manner that would allow a person to direct or control the voting of the securities (or share in such direction or control — as, for example, a co-trustee) they should be included as being “beneficially owned.” You should include an explanation of these circumstances in a footnote to the “Number of and Class of Securities Now Held.” To calculate outstanding voting equity securities, assume all outstanding options are exercised and all outstanding convertible securities converted.

For a description of our business and our business plan, please refer to the attached Appendix A, Business Description & Plan

INSTRUCTION TO QUESTION 7: Wefunder will provide your company’s Wefunder profile as an appendix (Appendix A) to the Form C in PDF format. The submission will include all Q&A items and “read more” links in an un-collapsed format. All videos will be transcribed.

This means that any information provided in your Wefunder profile will be provided to the SEC in response to this question. As a result, your company will be potentially liable for misstatements and omissions in your profile under the Securities Act of 1933, which requires you to provide material information related to your business and anticipated business plan. Please review your Wefunder profile carefully to ensure it provides all material information, is not false or misleading, and does not omit any information that would cause the information included to be false or misleading.

A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can afford to lose your entire investment.

In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document.

The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature.

These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.

INSTRUCTION TO QUESTION 8: Avoid generalized statements and include only those factors that are unique to the issuer. Discussion should be tailored to the issuer’s business and the offering and should not repeat the factors addressed in the legends set forth above. No specific number of risk factors is required to be identified.

The Offering

If we raise: {{fundraise_tier.amount | currency:'$':0}}
Use of Proceeds:

INSTRUCTION TO QUESTION 10: An issuer must provide a reasonably detailed description of any intended use of proceeds, such that investors are provided with an adequate amount of information to understand how the offering proceeds will be used. If an issuer has identified a range of possible uses, the issuer should identify and describe each probable use and the factors the issuer may consider in allocating proceeds among the potential uses. If the issuer will accept proceeds in excess of the target offering amount, the issuer must describe the purpose, method for allocating oversubscriptions, and intended use of the excess proceeds with similar specificity. Please include all potential uses of the proceeds of the offering, including any that may apply only in the case of oversubcriptions. If you do not do so, you may later be required to amend your Form C. Wefunder is not responsible for any failure by you to describe a potential use of offering proceeds.

NOTE: Investors may cancel an investment commitment until 48 hours prior to the deadline identified in these offering materials.

The intermediary will notify investors when the target offering amount has been met. If the issuer reaches the target offering amount prior to the deadline identified in the offering materials, it may close the offering early if it provides notice about the new offering deadline at least five business days prior to such new offering deadline (absent a material change that would require an extension of the offering and reconfirmation of the investment commitment).

If an investor does not cancel an investment commitment before the 48-hour period prior to the offering deadline, the funds will be released to the issuer upon closing of the offering and the investor will receive securities in exchange for his or her investment.

If an investor does not reconfirm his or her investment commitment after a material change is made to the offering, the investor’s investment commitment will be cancelled and the committed funds will be returned.

Ownership and Capital Structure

  • Yes
  • No
  • Yes: No Voting Rights {{form_c.voting_rights_limitations}}
  • No

The securities being offered may not be transferred by any purchaser of such securities during the one year period beginning when the securities were issued, unless such securities are transferred:

  1. to the issuer;
  2. to an accredited investor;
  3. as part of an offering registered with the U.S. Securities and Exchange Commission; or
  4. to a member of the family of the purchaser or the equivalent, to a trust controlled by the purchaser, to a trust created for the benefit of a member of the family of the purchaser or the equivalent, or in connection with the death or divorce of the purchaser or other similar circumstance.

NOTE: The term “accredited investor” means any person who comes within any of the categories set forth in Rule 501(a) of Regulation D, or who the seller reasonably believes comes within any of such categories, at the time of the sale of the securities to that person.

The term “member of the family of the purchaser or the equivalent” includes a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the purchaser, and includes adoptive relationships. The term “spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse.

Loan
Lender{{ round.debtor_name }}
Issue date{{ round.closed_at | date: "MM/dd/yy" }}
Amount{{ round.amount | currency:"$":2 }}
Outstanding principal plus interest {{ round.outstanding_principal | currency:'$':2 }} as of {{ (round.outstanding_principal_at || round.updated_at) | date: "MM/dd/yy" }}
Interest rate{{ round.interest_rate }}% per annum
Maturity date{{ round.maturity_date | date: "MM/dd/yy" }}
Current with payments{{ round.is_current_with_payments ? "Yes" : "No" }}
Reason for late payments
Convertible Note
Creditor{{ round.debtor_name }}
Issue date{{ round.closed_at | date: "MM/dd/yy" }}
Amount{{ round.amount | currency:"$":2 }}
Outstanding principal plus interest {{ round.outstanding_principal | currency:'$':2 }} as of {{ (round.outstanding_principal_at || round.updated_at) | date: "MM/dd/yy" }}
Interest rate{{ round.interest_rate }}% per annum
Discount rate{{ round.discount_rate }}%
Uncapped NoteYes
Valuation cap{{ round.valuation | currency:"$":2 }}
Maturity date{{ round.maturity_date | date: "MM/dd/yy" }}

INSTRUCTION TO QUESTION 24: name the creditor, amount owed, interest rate, maturity date, and any other material terms.

Offering Date Exemption Security Type Amount Sold Use of Proceeds
No exempt offerings.
{{exempt_offering.offering_date | date:'M/yyyy'}} {{exempt_offering.exemption}} {{get_round_name(exempt_offering)}} {{exempt_offering.amount_sold | currency:"$":0}} General operations
  1. any director or officer of the issuer;
  2. any person who is, as of the most recent practicable date, the beneficial owner of 20 percent or more of the issuer’s outstanding voting equity securities, calculated on the basis of voting power;
  3. if the issuer was incorporated or organized within the past three years, any promoter of the issuer;
  4. or (4) any immediate family member of any of the foregoing persons.
  • Yes
  • No
Name{{ party.full_name }}
Amount Invested{{ party.amount_invested | currency:"$":2 }}
Transaction type{{ party.round_type | humanize | capitalize }}
Issue date{{ party.issue_date | date: "MM/dd/yy" }}
Outstanding principal plus interest {{ party.outstanding_principal | currency:'$':2 }} as of {{ party.created_at | date: "MM/dd/yy" }}
Interest rate{{party.interest_rate}}% per annum
Discount rate{{party.discount_rate}}%
Maturity date{{party.maturity_date | date: "MM/dd/yy" }}
OutstandingYes
Maturity months{{party.maturity_months}} months
Current with paymentsYes
ConvertedYes
Valuation cap{{party.valuation_cap | currency:"$":2}}
Uncapped noteYes
Relationship{{ party.relationship }}

INSTRUCTIONS TO QUESTION 26: The term transaction includes, but is not limited to, any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships.

Beneficial ownership for purposes of paragraph (2) shall be determined as of a date that is no more than 120 days prior to the date of filing of this offering statement and using the same calculation described in Question 6 of this Question and Answer format.

The term “member of the family” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the person, and includes adoptive relationships. The term “spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse.

Compute the amount of a related party’s interest in any transaction without regard to the amount of the profit or loss involved in the transaction. Where it is not practicable to state the approximate amount of the interest, disclose the approximate amount involved in the transaction.

FINANCIAL CONDITION OF THE ISSUER

  • Yes
  • No

INSTRUCTIONS TO QUESTION 28: The discussion must cover each year for which financial statements are provided. For issuers with no prior operating history, the discussion should focus on financial milestones and operational, liquidity and other challenges. For issuers with an operating history, the discussion should focus on whether historical results and cash flows are representative of what investors should expect in the future. Take into account the proceeds of the offering and any other known or pending sources of capital. Discuss how the proceeds from the offering will affect liquidity, whether receiving these funds and any other additional funds is necessary to the viability of the business, and how quickly the issuer anticipates using its available cash. Describe the other available sources of capital to the business, such as lines of credit or required contributions by shareholders. References to the issuer in this Question 28 and these instructions refer to the issuer and its predecessors, if any.

FINANCIAL INFORMATION

Refer to Appendix C, Financial Statements

I, {{main_contact_name()}}, certify that:

  • (1) the financial statements of {{form_c.name_of_issuer}} included in this Form are true and complete in all material respects ; and
  • (2) the tax return information of {{form_c.name_of_issuer}} included in this Form reflects accurately the information reported on the tax return for {{form_c.name_of_issuer}} filed for the fiscal year ended {{(form_c.year_of_most_recent_tax_return | date:'yyyy') || "[YEAR OF MOST RECENT TAX RETURN]"}}.

{{main_contact_name()}}
{{main_contact_title()}}

STAKEHOLDER ELIGIBILITY

(1) Has any such person been convicted, within 10 years (or five years, in the case of issuers, their predecessors and affiliated issuers) before the filing of this offering statement, of any felony or misdemeanor:

  1. in connection with the purchase or sale of any security?
    Yes No
  2. involving the making of any false filing with the Commission?
    Yes No
  3. arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, funding portal or paid solicitor of purchasers of securities?
    Yes No

(2) Is any such person subject to any order, judgment or decree of any court of competent jurisdiction, entered within five years before the filing of the information required by Section 4A(b) of the Securities Act that, at the time of filing of this offering statement, restrains or enjoins such person from engaging or continuing to engage in any conduct or practice:

  1. in connection with the purchase or sale of any security?
    Yes No
  2. involving the making of any false filing with the Commission?
    Yes No
  3. arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, funding portal or paid solicitor of purchasers of securities?
    Yes No

(3) Is any such person subject to a final order of a state securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines banks, savings associations or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures Trading Commission; or the National Credit Union Administration that:

  1. at the time of the filing of this offering statement bars the person from:
    1. association with an entity regulated by such commission, authority, agency or officer?
      Yes No
    2. engaging in the business of securities, insurance or banking?
      Yes No
    3. engaging in savings association or credit union activities?
      Yes No
  2. constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct and for which the order was entered within the 10-year period ending on the date of the filing of this offering statement?
    Yes No

(4) Is any such person subject to an order of the Commission entered pursuant to Section 15(b) or 15B(c) of the Exchange Act or Section 203(e) or (f) of the Investment Advisers Act of 1940 that, at the time of the filing of this offering statement:

  1. suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer, investment adviser or funding portal?
    Yes No
  2. places limitations on the activities, functions or operations of such person?
    Yes No
  3. bars such person from being associated with any entity or from participating in the offering of any penny stock?
    Yes No

(5) Is any such person subject to any order of the Commission entered within five years before the filing of this offering statement that, at the time of the filing of this offering statement, orders the person to cease and desist from committing or causing a violation or future violation of:

  1. any scienter-based anti-fraud provision of the federal securities laws, including without limitation Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act, Section 15(c)(1) of the Exchange Act and Section 206(1) of the Investment Advisers Act of 1940 or any other rule or regulation thereunder?
    Yes No
  2. Section 5 of the Securities Act?
    Yes No

(6) Is any such person suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade?

Yes No

(7) Has any such person filed (as a registrant or issuer), or was any such person or was any such person named as an underwriter in, any registration statement or Regulation A offering statement filed with the Commission that, within five years before the filing of this offering statement, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is any such person, at the time of such filing, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued?

Yes No

(8) Is any such person subject to a United States Postal Service false representation order entered within five years before the filing of the information required by Section 4A(b) of the Securities Act, or is any such person, at the time of filing of this offering statement, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations?

Yes No

If you would have answered “Yes” to any of these questions had the conviction, order, judgment, decree, suspension, expulsion or bar occurred or been issued after May 16, 2016, then you are NOT eligible to rely on this exemption under Section 4(a)(6) of the Securities Act.

INSTRUCTIONS TO QUESTION 30: Final order means a written directive or declaratory statement issued by a federal or state agency, described in Rule 503(a)(3) of Regulation Crowdfunding, under applicable statutory authority that provides for notice and an opportunity for hearing, which constitutes a final disposition or action by that federal or state agency.

No matters are required to be disclosed with respect to events relating to any affiliated issuer that occurred before the affiliation arose if the affiliated entity is not (i) in control of the issuer or (ii) under common control with the issuer by a third party that was in control of the affiliated entity at the time of such events.

OTHER MATERIAL INFORMATION

  • (1) any other material information presented to investors; and
  • (2) such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made, not misleading.

INSTRUCTIONS TO QUESTION 30: If information is presented to investors in a format, media or other means not able to be reflected in text or portable document format, the issuer should include:
(a) a description of the material content of such information;
(b) a description of the format in which such disclosure is presented; and
(c) in the case of disclosure in video, audio or other dynamic media or format, a transcript or description of such disclosure.

ONGOING REPORTING

120 days after the end of each fiscal year covered by the report.
{{form_c.annual_reports_link}}

The issuer must continue to comply with the ongoing reporting requirements until:

  1. the issuer is required to file reports under Exchange Act Sections 13(a) or 15(d);
  2. the issuer has filed at least one annual report and has fewer than 300 holders of record;
  3. the issuer has filed at least three annual reports and has total assets that do not exceed $10 million;
  4. the issuer or another party purchases or repurchases all of the securities issued pursuant to Section 4(a)(6), including any payment in full of debt securities or any complete redemption of redeemable securities; or the issuer liquidates or dissolves in accordance with state law.

APPENDICES