Supply chain risk: the Company designs, manufactures and imports sustainable children's clothing from factories in India. As the past few years have demonstrated, global supply chains are under strain from the COVID-19 novel coronavirus pandemic, as well as other natural disasters (floods, cyclones, etc.) and climate change, international conflict, and international shipping disruptions. Any of these could result in destroyed or delayed products and/or higher transportation and freight charges, cutting into the company's profitability and/or leading to inventory stockouts and customer dissatisfaction.  Our factories were, for example, twice shut down in 2020 by government mandate, delaying our ability to restock out-of-stock inventory and depressing 2020 sales.

Marketplace platform risk: Although the Company sells its products DTC through multiple platforms and ecommerce websites including its own website, www.mightly.com, the Company currently derives a majority of its sales through the Amazon marketplace. Therefore it is dependent upon Amazon's continued viability as a profitable platform for third-party sellers, which may or may not continue in the future.  There is the risk that Amazon could raise fees, insist that sellers use its logistics, take minority interests in profits, limit price changes on its platform, or enact many other changes that could favor Amazon and disfavor third-party sellers, especially smaller third-party sellers.  

Reliance on third-party service providers, including fulfillment: We will rely upon a third party fulfillment center to process and ship customer orders generated by our website and other portals, as well as a third party agency to manage our Amazon business. Our ability to grow our business and customer base will depend upon smoothly functioning relationships with our fulfillment and agency partners and our ability to integrate their roles with our online marketing and customer service operations. If we are unable to smoothly integrate these third party operations into our business, or if we are unable to establish and maintain strong relationships with these key outside parties, our ability to successfully deliver quality products to our customer in a timely manner will be adversely affected, and our ability to achieve profitability will be severely impaired.

Inventory risk: The Company designs, manufactures and sells sustainable children's apparel. As such, the Company holds significant inventory at all times.  Holding inventory, however, comes with numerous risks that can negatively impact operations, customer satisfaction, and profitability.  There is the risk of inaccurate demand planning: underestimating demand can result in stock outs, lost sales, and potentially lost customers while overestimating may leave the Company with excess stock that ties up cash flow and is at risk of waste. There is the risk of supplier unreliability: a supplier may fail to deliver to the agreed lead time and adhere to stock quality and quantities, leading to production delays, inventory stockouts, and customer dissatisfaction.  There are additional risks related to holding inventory of theft, loss, and outdated product.

Small founder 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 Tierra Forte, CEO, and Barrie Brouse, Chief Creative Director, work full-time for Mightly, but Anya Emerson, Co-Founder and COO, works on several side projects apart from Mightly.  These obligations may result in diminished time being committed to Mightly and potentially impact Company performance.

Concentrated control risk: Together the three co-founders own over 80% 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.

Personnel risk: The Company’s future success depends on the continued services and performances of key management, consultants and advisors, and it currently does not carry key person life insurance. However, the Company plans to secure key person life insurance when such coverage is deemed financially prudent. Also, the Company’s future success may further depend on the Company’s ability to attract and retain additional key personnel and third party contractual relationships. If the Company is unable to attract and retain key personnel and third party contractors, this could adversely affect our business, financial condition, and operating results.

Intellectual property risk: The Company may not be able to secure and enforce its intellectual property rights.  The Company’s ability to compete against other businesses selling similar products depends on its ability to secure and enforce trademark and other intellectual property rights. The Company has two approved trademark registrations for the name "Mightly" for various items of children's clothing, and also owns the domain, www.mightly.com.  However, there is no guarantee that any other trademark or other applications we have filed, or may in the future file will be approved, and even registrations that receive approval could subsequently be held invalid due to our conduct or challenges by third parties. Similarly, we could lose valuable trade secret rights if we fail to properly protect our confidential information. Even to the extent that our intellectual property rights are valid, enforcing those rights (such as challenging a competitor who steals a clothing design) could involve costly legal processes that we may not be to afford, much less bring to a successful conclusion.

Revenue risk: The Company is still in an early phase, and there can be no assurance that it will ever operate profitably. The likelihood of achieving profitability should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by companies in their early stages of development. The Company may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.

Funding risk: The Company will require funds in excess of its existing cash resources to fund operating expenses, develop new products, expand its marketing capabilities, and finance general and administrative activities. Due to market conditions at the time the Company needs additional funding, it is possible that the Company will be unable to obtain additional funding when it needs it, or the terms of any available funding may be unfavorable. If the Company is unable to obtain additional funding, it may not be able to repay debts when they are due or the new funding may excessively dilute existing investors. If the Company is unable to obtain additional funding as and when needed, it could be forced to delay its development, marketing and expansion efforts and, if it continues to experience losses, potentially cease operations.

Raising current funds/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, or other expenses, which would hurt the Company’s ability to meet its goals. 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.

Minimal operating capital: This Company has minimal operating capital and, even if we raise more than our $50k minimum in this offering, for the foreseeable future we will be dependent upon our ability to finance our operations from the sale of additional equity or other financing alternatives. We have a history of accumulated deficits that may continue into the foreseeable future. Startups often depend on raising several rounds of additional capital until they’re profitable. There can be no assurance that we will be able to successfully raise operating capital. The failure to successfully raise operating capital could result in our bankruptcy or other event which would have a material adverse effect on us and our stockholders. Beyond the unsold inventory we hold, we have no significant assets or financial resources, so the failure to raise sufficient operating capital could put your investment dollars at significant risk. 

Dividends not guaranteed: 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.

Balance sheet risk: The company currently has more liabilities than assets so investors are unlikely to be returned any capital should the company close down.

Liquidity event may never occur: The Company may never undergo a liquidity event such as a sale of the Company or an IPO. If such a liquidity event does not occur, 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 have no voting rights or ability to direct the Company or its actions.  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.

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.