|1||First-mover advantage of tech-enabled Integrative Wellness solutions in a single platform.|
|2||Large and rapidly growing addressable market - $30 billion for Integrative Wellness solutions.|
|3||Healthcare providers and individuals are hungry for a single Integrative Wellness platform.|
|4||Founder is a former hospital CEO & has deep understanding of the need for Integrative Wellness.|
|5||Chairman has completed 6 successful exits via sales to private equity as well as to strategics.|
|6||Beta launch completed – poised to expand the platform offering and accelerate commercialization.|
|7||We aim to be an industry disruptor with One goal - make it easier for people to feel better.|
I believe strongly in the CEO, Ty Burgess, the company and its mission. I witnessed firsthand what Ty can do when he and I worked together for several years before he became a hospital CEO. I believe so much in the company that I will assume the chairman role concurrent with funding. As a private equity executive partner, it is my view that the company has developed a clever strategy to win big as a digital health player in the Integrative Wellness space.
Integrative Wellness is an exploding field that emphasizes care of the whole person, by making use of the most appropriate healing modalities, whether conventional or complementary & alternative medicine (CAM).
Despite growing demand for Integrative Wellness solutions, there is no single trusted platform that brings them together as One.
One platform for Integrative Wellness products & services, education, engagement and analytics for healthcare providers and individuals.
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HEALTHCARE PROVIDER BRANDED VIRTUAL RETAIL PLATFORM
DIRECT TO CONSUMER
We have amassed a team that brings deep healthcare, technology and operating experience, underpinned by a common passion for wellness for everyOne.
Our Advisory Board has been put in place due to deep expertise in each domain, which will help advance the company. Further, the company is in the process of forming a Clinical Advisory Board comprised of leading medical, health and wellness experts.
Every time you purchase one of our products or services, you do more than simply start to transform your own wellbeing. One Biosciences donates 1% of all profits to organizations that focus on helping those affected by substance use disorder.
1. "First $300K will invest in a convertible note with a $5M valuation cap and 25% discount" further means "first $300K invested shall receive an additional 5% conversion discount, a total of 25%.
2. "see investor perks from $250 to $10,000" further means "see investor perks for investments of $250 to $10,000+".
3. When referring to "Investor Perks": For investments from $250 to $10,000+, points will be issued to the investor in order to be used to redeem coupons on OneCBD.com to order products. Points never expire. Investors must pay for shipping and taxes where applicable. Investors will receive an email with instructors on creating an account on OneCBD.com and must create an account on OneCBD.com using the same email address used to invest on WeFunder. When investors create an account an login to OneCBD.com, points will appear in their account for redemption for coupons to apply toward purchases. All perks issue after the offering is completed.
One Biosciences, Inc. has financial statements ending December 31 2019. Our cash in hand is $22,756.98, as of October 2020. Over the three months prior, revenues averaged $9,168/month, cost of goods sold has averaged $4,384/month, and operational expenses have averaged $15,007/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.
One Biosciences was created to bring integrative wellness solutions to as many people as possible struggling with health issues. Currently in development, our platform will offer a range of products, tools and analytics that can be customized to an individual's specific wellness needs and leveraged by clinicians alike.
In 5 years, One Biosciences hopes to be a leading destination for commerce, content and community that has truly best-in-class programs that facilitate the strategy of the company. We will be recognized as the industry leader through the application of scientific standards from the highly regulated healthcare space for both consumers and healthcare providers alike. These projections cannot be guaranteed.
One Biosciences, Inc. was incorporated in the State of Texas in March 2019.
Since then, we have:
Historical Results of Operations
Our company was organized in March 2019 and has limited operations upon which prospective investors may base an evaluation of its performance.
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 $367,260 in debt.
After the conclusion of this Offering, should we hit our minimum funding target, our projected runway is 6 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 1 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
One Biosciences, Inc. cash on hand is $22,756.98, as of October 2020. Over the last three months, revenues have averaged $9,168/month, cost of goods sold has averaged $4,384/month, and operational expenses have averaged $15,007/month, for an average burn rate of $10,223 per month. Our intent is to be profitable in 20 months.
Since the date of our financials, we have seen a change in our operations: In-depth pricing analysis has been performed for product and services portfolio and mix, as well as distribution channels. This has resulted in increasingly focused go-to-market strategy and detailed financial projections.
In the next 3-6 months, we hope that our revenues and expenses will grow to about twice their current levels, as distribution network development with providers will take one to two financial quarters to reach critical mass. These projections cannot be guaranteed.
For additional capital, private placements for $100,000 and $25,000 are currently under review/negotiation for our WeFunder campaign. If we need to pay for certain expenses through reimbursement and accrue those liabilities in the interim we will. Otherwise, we can also put in more cash from our personal funds if needed, but we don't think we will need to do this based on cashflow based on our current cashflow position and recent improvement in sales as well.
No Assurance of Investment Return. The Corporation cannot provide assurance that the Corporation will be profitable, that it will be able to generate returns for its Shareholders, or that the returns will be commensurate with the risks of investing in the stock and/or convertible notes. There can be no assurance that any Shareholder will receive any distribution from the Corporation. Investors purchasing stock and/or convertible notes in the Corporation must provide an investment representation statement certifying they are able to bear any risk of investment loss.
Tedrick Wright 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.
Return to Investors. The Corporation does 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 Corporation currently intends to retain any future earnings and does not expect to make any distributions in the foreseeable future. Investors who anticipate the need for distributions from their investment in the Corporation should not purchase the Securities offered hereby. The Corporation currently has more liabilities than assets so investors are unlikely to be returned any capital should the Corporation close down.
Early Stage Company. The Corporation is still in an early phase and is just beginning to implement its business plan. There can be no assurance that it will ever operate profitably. The likelihood of its success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by companies in their early stages of development. The Corporation may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.
Dilution from Issuances of Additional Stock. If the Corporation issues additional shares of its Stock following an investor’s capital investment, each shareholder’s ownership interest in the Corporation will be then be diluted.
No Market for Stock; Restrictions on Transfers. Stock in the Corporation has not been registered under the 1933 Act, the securities laws of any U.S. state or the securities laws of any other jurisdiction and, therefore, cannot be sold unless they are subsequently registered under the 1933 Act and other applicable securities laws, or an exemption from registration is available. The Corporation does not contemplate making a registration under the 1933 Act or other securities laws. There is no public market for Stock in the Corporation, and one is not expected to develop. A Shareholder will not be permitted to assign, sell, exchange or transfer any of the Shareholder' Stock, except as provided in the Shareholder Agreement or Stock Purchase Agreement. Shareholders must be prepared to bear the risks of owning Stock for an extended period of time.
Insolvency and Lack of Liquidity. For a variety of reasons, it is possible that the Corporation may run out of cash prior to reaching a sales volume that yields sufficient cash inflow to pay the Corporation's debts and expenses as they come due in the ordinary course of business. Even if the Corporation raises the maximum amount of $1,070,000 in this offering, the foreseeable future will be dependent upon our ability to finance our operations from revenue generated from sales, the sale of equity in the future or other financing alternatives. Early and growth-stage companies often depend on raising several rounds of additional capital until they are profitable. There can be no assurance that The Corporation 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 shareholders. The failure to raise sufficient operating capital could put your investment dollars at significant risk.
Investors will not be entitled to any inspection or information rights other than those required by Regulation CF. Investors will not have the right to inspect the books and records of the Corporation or to receive financial or other information from the Corporation, other than as required by Regulation CF. Other security holders may have such rights. Regulation CF requires only the provision of an annual report on Form C-AR and no additional information. This lack of information could put Investors at a disadvantage in general and with respect to other shareholders.
Government Regulation & Oversight. Existing and future restrictions and controversies over what legally can and cannot be said about a CBD product could have a negative impact on sales and could expose the Corporation to litigation. The Farm Bill contemplates the ability of a state government and the federal government to cooperate and effectively work together to facilitate the growth and maintenance of the CBD industry. Delays and breakdowns at the federal level, state level, or both could adversely affect the Corporation. Aspects of our business and our products will 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. The Corporation, and, our products, will 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. The Corporation will continue to monitor proposed legislation to plan for any significant changes in a timely manner. While we anticipate that, the Corporation, 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. The Corporation, 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.
FDA Regulations and the Pharmaceutical Industry. The FDA hasn't taken definitive action to classify Hemp-derived CBD as a dietary supplement or issued approved label claims. This lack of guidance restricts the Corporation from making claims surrounding the use of CBD to diagnose, treat, cure, or prevent any disease. The Corporation may not make label claims such as those approved by the FDA for conventional foods and dietary supplements. Among the claims that can be used on food and dietary supplement labels but not Hemp-derived CBD labels are three categories of claims that are defined by statute and/or FDA regulations: health claims, nutrient content claims, and structure/function claims. The Corporation will continue to advocate for sensible regulation that will provide a regulatory framework for the CBD industry, such as that which exists for the dietary supplement industry in order to have clear guidance around labeling and to reduce the number of CBD brands that do not meet these requirements. The FDA and the pharmaceutical industry have grown increasingly concerned regarding the proliferation of CBD products claiming to treat or cure certain diseases or conditions, and have sent enforcement letters to competitor CBD companies as a result. The FDA has heightened awareness that some CBD companies are marketing products containing cannabis and cannabis-derived compounds in ways that violate the Federal Food, Drug and Cosmetic Act (FD&C Act), which opens up the industry as a whole to additional scrutiny, including those such as ours that seek to operate in a compliant manner. The Corporation will continue to advocate for the FDA to take additional steps to improve the efficiency of regulatory pathways for the lawful marketing of Hemp-derived CBD products that helps to support the goals of the Corporation. The Corporation continually monitors changing Federal and local governmental regulations and will make every effort to ensure that it is prepared to comply with these changing regulations. However, the Corporation could face unforeseen or sudden changes in governmental regulations, which could negatively impact the Corporation’s ability to sell CBD products or comply in a timely or cost-effective manner.
Hemp Industry Laws. Laws and Regulations affecting the regulated hemp industry are constantly changing, which could materially and adversely affect our proposed operation and growth. Local, state and federal cannabis laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with compliance or alter our business plan. In addition, violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our operations. It is also possible that regulations may be enacted in the future that will be directly applicable to our proposed business. We cannot predict the nature of any future laws, regulations, interpretations, or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business. We will continue to monitor proposed legislation to plan for any significant changes in a timely manner.
Hemp Industry Risks Generally. The Corporation's business will be subject to the risks inherent in the ownership and operation of hemp-related business. These risks include, but are not limited to, those associated with the burdens of ownership of a hemp related business; general and local economic conditions; changes in supply of and demand for hemp and hemp CBD products (as a result, for instance, of a market collapse); the financial resources of consumers; changes in hemp policy, environmental and other laws; supply shortages; various uninsured or uninsurable risks; natural disasters; changes in government regulations (such as shipping hemp products across state lines); changes in hemp related taxes; negative developments in the economy that depress buying activity; environmental liabilities; terrorist attacks; war; and other factors that are beyond the control of the Corporation's board of directors and officers ("Company Management").
Reliance on Third-Party Growers and Processors to Comply with Laws and Regulations. CBD generally remains a Schedule I controlled substance. There is a narrow exception for CBD produced in a manner consistent with the 2018 federal Farm Bill, associated federal regulations, and associated state regulations. There is no assurance that the Corporation's third-party processors will comply with applicable laws and regulations.
Healthcare Laws, Generally. The risks of the Corporation as it relates to the marketing, management, and distribution of products to healthcare practitioners was evaluated in September 2020. This evaluation included the use of a consumer-directed or practitioner-directed portal whereby consumers will purchase products from the Corporation. The Corporation is not currently, and will not be, in violation of any Texas or Federal healthcare laws as it relates to the relationship between the Corporation and its customers or referral sources, even those who may be healthcare practitioners. It is not anticipated that the Corporation will have risks associated with healthcare laws so long as the products of the Corporation remain classified as “sundries.” In the event the Corporation becomes subject to FDA regulations as described above, or if the Corporation develops a new product that is subject to FDA regulations, another risk analysis will be performed as it relates to healthcare regulations. There is no assurance that the laws related to the use of CBD, the classification of the products, or the laws related to the sale of CBD by healthcare practitioners will remain stable. We will continue to monitor proposed legislation to plan for any significant changes as it relates to risks specific to healthcare regulations.
Consumer Confidence. The Corporation’s success depends in large part on its ability to maintain consumer confidence in the safety and quality of all its products. The Corporation has rigorous product safety and quality standards. However, if products taken to market are or become contaminated or adulterated, the Corporation may be required to conduct costly product recalls and may become subject to product liability claims and negative publicity, which would cause its business to suffer. In addition, regulatory actions, activities by nongovernmental organizations, public debate, and concerns about perceived negative safety and quality consequences of certain ingredients in our products may erode consumers’ confidence in the safety and quality issues, whether or not justified, and could result in additional governmental regulations concerning the marketing and labeling of the Corporation’s products, negative publicity, or actual or threatened legal actions, all of which could damage the reputation of the Corporation’s products and may reduce demand for the Corporation’s products.
Backlash from the Healthcare Industry. Existing players in the pharmaceutical industry who could lose sales volume or revenues or advocate for CBD to be regulated as pharmaceutical drug due to increased sales of CBD products pose a continuing short-term and long-term threat to the CBD industry because of their tremendous financial resources and lobbying capabilities.
General Economic and Market Conditions. The hemp industry generally and the success of the Corporation's business activities both will be affected by general economic and market conditions, as well as by changes in laws and national, international and state political and socioeconomic circumstances. A sustained downturn in the United States or global economy (or any particular segment thereof) could adversely affect the Corporation's profitability or impede the Corporation's ability to maintain or continue any growth in sales.
Market Conditions. The Corporation's strategy may be based, in part, upon the premise that qualifying hemp will be available for purchase by the Corporation at a price that the Corporation considers favorable. No assurance can be given that hemp CBD will always be obtainable at favorable prices or that the market for such hemp will hold in value, as the case may be, since this will depend, in part, upon events and factors outside the control of the Corporation.
Highly Competitive Market. We face competition with respect to our key products that we seek to develop or commercialize in the future. Our competitors to our offerings include major brands like Charlotte’s Web, Pure Kana, Ananda and others. Many of our competitors have significantly greater financial, technical and human resources and superior expertise in research and development and marketing CBD products and services. These competitors may also in the future compete with us in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, our competitors may commercialize products and services more rapidly or effectively than we are able to, which would adversely affect our competitive position, the likelihood that our products will achieve initial market acceptance and our ability to generate meaningful additional revenues from our products.
COVID-19. COVID-19 and future pandemics' effect on the economy could cause a negative impact to the Hemp/CBD industry due to a decrease in consumer spending, impact on supply chain or other unforeseen consequences.
Reliance on People. The Corporation will be managed by Ty Burgess, as President. The Corporation's future profitability will depend largely upon the business acumen of the Management Team generally, and the President specifically. The President, subject to the approval of the Board of Directors with the majority vote of the officers, has the power to fill any vacancies caused by the death, disability, or resignation of a member of the Management Team. Although additional persons may join the Corporation's Management Team, the Corporation's success is dependent in part on the continued availability to the Corporation of the services of the President. Likewise, the Corporation's success will depend, to a great extent, on the judgment and ability of the Management Team and its key personnel. The loss of the services of a member of the Management Team could have a materially adverse effect on the ability of the Management Team to successfully manage the Corporation's business. As an early-stage organization, the Corporation is still very dependent on its founders. If anything catastrophic were to happen to the Corporation's founding team, the future of the Corporation may be compromised. To mitigate this risk, the Corporation will engage an appropriate group of successful and experienced advisors to assist during the launch of new products and services and will acquire Keyman insurance with respect to the President & CEO . This will require industry experts, successful business executives, legal experts, and marketing/branding specialists. The Corporation could experience difficulty in retaining management staff. The costs of hiring and training new employees may also prove a burden to the Corporation. Though key staff and certain contractors will be required to sign nondisclosure, noncompete agreements and proprietary information and invention assignment'' agreements, terminated employees could still misappropriate trade secrets and the resulting legal fees could be substantial. The success of the Corporation will depend on its ability to compete for and retain additional qualified key personnel to enhance the growth. The Corporation'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 Corporation to grant significant equity awards or incentive compensation, which could have a material adverse effect on the Corporation’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 Corporation and its business.
Reliance on Third Party Growers and Processors. The Corporation will not grow hemp, and therefore the Corporation will rely upon licensed farmers to grow and provide the hemp. There can be no assurance that these farmers will be able to produce hemp in any given season, that they will comply with applicable laws, that they will be able to produce consistent, high quality hemp, or that they will sell an adequate supply of hemp to the Corporation's processors. Farmland availability, farmer availability, weather conditions, insects, human error, and government regulation and intervention are among many factors that could limit the production of hemp. Excessive demand for hemp by competitors, exclusive supply contracts with competitors, and high crop prices are among many factors that could impact the ability of the Corporation's processors to obtain the hemp raw material they need to produce their products. Furthermore, every hemp plant is different, and therefore every batch of hemp CBD product will be different. Thus, consistency in quality of both the hemp and the CBD product could be a problem. The Corporation will not process any green hemp materials, and therefore the Corporation will rely on one or more third parties to process the hemp. As such, there can be no assurance that these processors will be able to produce consistent, top of the line products that customers will purchase, or that the processors will sell to the Corporation.
Reliance on Third-party Platforms. The Corporation relies on GoDaddy and Microsoft Azure for hosting and other third-party technology vendors such as Square and others for payment processing and financial services. Any interruption in the availability of these services could have material negative impact on our ability to deliver service to users, as well as the profitability of these operations. Interruptions could occur due to both internet outages as well as policy changes or terms violations according to these third parties. The prospect of increased regulation and/or Internet censorship may create access challenges to our users and service offerings. Our long-term vision is to substantively reduce reliance on third-party hosting platforms in order to become independently sustainable.
Marketing and Innovation Risks. To date, CBD companies have been unable to take advantage of certain marketing tools like Google AdWords and Facebook Ads. Because of the nature of business of hemp companies, large corporations like Facebook and Google have refused to allow the marketing of such products. As such, there can be no assurance that the rules related to marketing models will not change. This limitation does not just affect the Corporation, but also its competitors. Our success is also dependent on our product innovation, including maintaining a robust pipeline of new products, and the effectiveness of our product packaging, advertising campaigns and marketing programs, including our ability to successfully adapt to a rapidly changing media environment, such as through use of social media and online advertising campaigns and marketing programs. There can be no assurance as to our ability to develop and launch successful products or to effectively execute advertising campaigns and marketing programs that resonate with and appeal to consumers. Both the launch of new products and advertising campaigns are inherently uncertain, especially as to their appeal to consumers. Our failure to make the right strategic investments to drive innovation or successfully launch our products or variants of established products could decrease demand for our products by negatively affecting consumer perception, as well as result in inventory write-offs and other costs.
Product Defects. 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, cancelled customer orders, or even litigation. If these defects occur, we will incur additional costs and if in large quantity or too frequent, we may sustain loss of business, loss of reputation and may incur financial and/or legal liability. The Corporation only uses manufacturers who at a minimum meet good manufacturing practice (GMP) standards and does not provide direct oversight to the manufacturers and therefore cannot prevent all defects. Our manufacturers provide their own laboratory testing certificates with each batch of product purchased to ensure purity and potency. The corporation then tests each batch of product a second time using only third-party laboratories that meet the required regulatory standards and performs the legally required panel of lab tests to ensure that each batch of product meets purity and potency standards.
Taxation and Other Causes of Price Increases. Federal, state and local governments may create and assess new forms of taxes on the sale, processing and/or storage of hemp and CBD products, thereby making the cost to the consumer prohibitive. As witnessed in the domestic tobacco industry, these taxes could substantially decrease the demand for the Corporation's products. Furthermore, because the Corporation anticipates selling a substantial portion of retail products to individuals, any factor that adversely impacts an individual’s disposable income could adversely impact the Corporation.
Socially Conscious Corporation Risks. The Corporation is a socially conscious corporation, meaning the Corporation considers the interest of all stakeholders, not just shareholders. The Founder and Management Team of the Corporation believe philosophically that Socially Conscious Corporations promote a strong culture, growth and sustainability and the Corporation will make decisions rooted in the morality and ethics surrounding the decision or issue at hand and to advance its overall mission. Decisions will not necessarily be based solely on profitability in every case but will be looked at holistically in order to balance the current and future needs of both stakeholders and shareholders. Because of uncertainty surrounding the ability of the Corporation to accommodate the dual objectives of socially consciousness and profit, there can be no assurance that the Corporation will continue to remain profitable after its social initiatives and mission is accounted for and realized. The Corporation also plans to donate a small percentage of profits to organizations that help those affected by substance use disorder, and such parameters will be determined and approved by the board at a future date when the Corporation is able to do so. The Corporation is a mission driven business that is focused on providing products and services that support our mission. As a result, the Corporation may make decisions based on considerations other than strictly maximizing short-term profit and may initially result in high product costs. These decisions will likely reduce the amount of revenue available to the Corporation to operate and grow, and ultimately to return to investors, which may further increase the riskiness of the investment and potential loss of any investment.
Unavailability of Insurance against Certain Catastrophic Losses. The Corporation intends to maintain property, commercial general liability, product liability, directors and officers, and workers compensation insurance with limits and policy specifications that Corporation Management believes are customary for this industry. However, certain losses of a catastrophic nature, such as wars, natural disasters, terrorist attacks or other similar events, may be either uninsurable or, insurable at such high rates that to maintain such coverage would cause an adverse impact on the related Investments. In general, losses related to terrorism are becoming harder and more expensive to insure. Most insurers are excluding terrorism coverage from their all-risk policies. In some cases, the insurers are offering significantly limited coverage against terrorist acts for additional premiums, which can increase greatly the total costs of casualty insurance for a property. As a result, the Corporation's business and properties may not be insured against terrorism.
Environmental Liabilities. The Corporation may be exposed to substantial risk of loss arising from the selling CBD products having undisclosed or unknown environmental, health or occupational safety issues, or arising from inadequate reserves, insurance or insurance proceeds for such matters that have been previously identified. Under various federal, state and local laws, ordinances and regulations, an owner of a hemp related business potentially may be liable to consumers purchasing products made from affected hemp. Such laws may now or hereafter impose joint and several liability, which can result in a party being obligated to pay for greater than its share, or even all, of the liability involved. Such liability also potentially could be imposed without regard to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances. The presence of such substances may adversely affect the owner's ability to sell hemp products or to borrow funds using inventory as collateral, which could have an adverse effect on the Corporation's returns. The Corporation is also at risk of any catastrophic environmental event that may lead to a shortage of hemp that would be detrimental to the availability of the Corporation’s CBD products.
Banking Risks. While the Corporation holds banking accounts that have been approved specifically for our Corporation and its’ activities related to selling Hemp-derived CBD products and we expect to see additional regulation loosening restrictions surrounding hemp-related businesses and banking, there have been reports of certain banks shutting down and freezing accounts of other CBD companies. A financial event may occur that will negatively impact the operation of the Corporation and its profitability. Such risks include having funds frozen by the Corporation's bank, shutting down the payment processor so that transactions fail to process, and charging higher prices to provide banking and financing services that may be out of the realm of profitability for the Corporation.
Voting Rights. Because the Investor's voting rights are directed by the Lead Investor, the holders of a majority-in-interest of voting rights in the Corporation could limit the Investor’s rights in a material way. The Lead Investor shall direct the voting power of all WeFunder investors held by the Custodian with respect to the Corporation. Moreover, the Lead Investor shall direct the signing of documents on behalf of all WeFunder investors with respect to the Corporation. For example, those interest holders could vote to change the terms of the agreements governing the Corporation’s operations or cause the Corporation to engage in additional offerings (including potentially a public offering). These changes could result in further limitations on the voting rights the Investor will have as an owner of equity in the Corporation, for example by diluting those rights or limiting them to certain types of events or consents. To the extent applicable, in cases where the rights of holders of convertible debt, SAFES, or other outstanding options or warrants are exercised, or if new awards are granted under our equity compensation plans, an Investor’s interests in the Corporation may be diluted. This means that the pro-rata portion of the Corporation represented by the Investor’s securities will decrease, which could also diminish the Investor’s voting and/or economic rights. In addition, as discussed above, if a majority-in-interest of holders of securities with voting rights cause the Corporation to issue additional equity, an Investor’s interest will typically also be diluted. Based on the risk that an Investor’s rights could be limited, diluted or otherwise qualified, the Investor could lose all or part of his or her investment in the securities in this offering, and may never see positive returns. When deciding whether to invest in the Company, you should look at who the Lead Investor is, see how much they invested and why, and make your own decision on if you trust their judgement.
Reputation. 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.
New Products or Lines of Business. We may implement new lines of business or offer new products and services within existing lines of business. As an early-stage Corporation, 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.
Limited Operating History. The Corporation is an early stage Corporation incorporated on March 31, 2019. Accordingly, the Corporation’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 Corporation 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 Corporation'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 the risks associated with the creation of a new business, the Corporation will be subject to factors affecting business generally, such as general economic conditions, increasing government regulatory activity, scarcity of environmental resources, and competition. The Corporation’s management team believes that the estimates prepared by them as to capital, personnel, equipment, and facilities required for their operations are reasonable, but until its 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 Corporation. The likelihood of the success of the Corporation must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the formation of a new business.
Strategic Changes. In order to respond to market changes, the Corporation’s management may from time to time make changes to the business of the Corporation. There are certain risks associated with such changes. As a strategic response to changes in the competitive environment, the Corporation may from time to time make certain pricing, service or marketing decisions or business combinations that could have a material adverse effect on the Corporation’s business, results of operations and financial condition.
Concentrated Control. Ty Burgess, the Corporation’s co-founder and CEO, and Cindy Walker, the Corporation’s co-founder and Director of Operations, and Tedrick Wright, the Corporation’s co-founder and Chief Technology Officer, together collectively own a voting majority of the Corporation’s outstanding equity. The co-founders are currently the Corporation’s sole members of its Board of Directors, and therefore have significant control over the management of the Corporation and the direction of its policy and affairs. This concentrated control in the Corporation will limit Investors’ ability to influence Corporation matters.
Key Personnel. The Corporation’s future success depends on the continued services and performances of key management, consultants, and advisors, and it contemplates acquiring key person life insurance for the President & CEO. However, the Corporation plans to secure key person life insurance when such coverage is deemed financially prudent. Also, the Corporation’s future success may further depend on the Corporation’s ability to attract and retain additional key personnel and third-party contractual relationships. If the Corporation is unable to attract and retain key personnel and third-party contractors, this could adversely affect our business, financial condition, and operating results.
Technology and Intellectual Property. We may rely on various intellectual property rights in order to operate our business. Our intellectual property rights, including registered trademarks, may not be sufficiently broad or otherwise may not provide us a significant competitive advantage. In addition, the steps that we have taken and take to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed around, particularly in countries where intellectual property rights are not highly developed or protected. Our product formulae are protected internally with trade secrets, as opposed to a publicly registered statutory protection. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons. Any failure by the Corporation to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property, could adversely impact our competitive position and results of operations. We also rely on nondisclosure and noncompetition agreements with vendors, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights. As we expand our business, protecting our intellectual property will become increasingly important. The protective steps we have taken may be inadequate to deter our competitors from using our proprietary information. In order to protect or enforce our intellectual property rights, we may be required to initiate litigation against third parties, such as infringement lawsuits. Also, these third parties may assert claims against us with or without provocation. These lawsuits could be expensive, take significant time and could divert management’s attention from other business concerns. The law relating to the scope and validity of claims in the technology field in which we operate is still evolving and, consequently, intellectual property positions in our industry are generally uncertain. We cannot assure you that we will prevail in any of these potential suits or that the damages or other remedies awarded, if any, would be commercially valuable.
Accuracy of Business Projections. The Corporation’s revenue model may be impaired or change. The Corporation’s success depends mainly on its ability to sell products and services to receive revenue as earnings from the Corporation. The Corporation may generate but retain some or all the earnings for growth and development of its business and accordingly, not make distributions to the shareholders. If the Corporation does not generate revenue, its business, financial condition, and operating results will be materially adversely affected. The Corporation has made certain assumptions about the CBD and Wellness marketplace. There is risk associated with these assumptions due to continuous changes in products and services offered by competitors, changes in user preferences and shifts in user demographics. In order to mitigate this risk, the Corporation has taken great care to ensure the reliability and source quality of key assumptions used in the business plan. The Corporation diligently researches publicly available information and initiatives of competitors, changes in the marketplace and changes in customer preferences. We pride ourselves on being innovative and ahead of the curve whenever possible. We may provide certain projected results of operations to prospective investors in connection with this offering. Projections are hypothetical and based upon present factors thought by management to influence our operations. Projections do not, and cannot, take into account such factors as market fluctuations, unforeseeable events such as natural disasters, the terms and conditions of any possible financing, and other possible occurrences that are beyond our ability to control or even to predict. While management believes that the projections reflect the possible outcome of our operation and performance, results depicted in the projections cannot be guaranteed. In terms of revenue, it could be that our financial projections are not accurate or that it takes longer (if at all) to meet projections. If this is the case, our investors may experience a lengthy period on their rate of return or lack of return that is well below that of other investment opportunities. We are a growth-stage company with historical revenues to date. Because our lack of operating history and the rapidly evolving nature of our industry make forecasting quarterly operating results difficult, we base our expenses in large part on our operating plans and future revenue projections. Most of our expenses are fixed in the short term, and it may be difficult to quickly reduce spending if revenues are lower than projected. Therefore, any significant shortfall in revenues would likely have an immediate and negative impact on our business, operating results, and financial condition.
Intellectual Property Rights and Third Parties. Although the Corporation is not aware of any third party rights that are infringed by our existing or contemplated business activities, we have not performed any freedom to operate analyses (other than standard trademark searches related to the “Company” mark), and there is no guarantee that we will not be sued for infringement by third parties or that we will not need to modify our brand or products to avoid infringement. The Company intends to pursue all available protections of its own intellectual property to protect its rights from third parties.
Replication of Products and Technology. The Corporation’s business plan entails using innovative products and technology. The Corporation does not own the intellectual property related to the underlying products, nor does it have exclusive rights to resell those products. Should a competitor decide to resell the same products and replicate the Corporation’s strategy, the Corporation may find it difficult to compete given its early-stage and limited capital.
Natural Disasters. Another unforeseeable failure is the real risk of natural disasters due to things like global warming or acts of god. A natural disaster could affect our existing infrastructure or future infrastructure. 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. The Corporation collects and stores 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, the Corporation continues to face advanced and persistent attacks on our information infrastructure where the Corporation manages and stores 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. The Corporation will implement technical safeguards that are compliant with HIPAA and HITECH regulations, and plan to implement the HITRUST Common Security Framework as new software is developed. Despite the Corporation’s 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 the Corporation provides 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.
Operating Costs. The Corporation is 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. The Corporation intends to add and develop new products and services to support our mission, such as offering genetic testing and a patient and healthcare provider engagement platform. These 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. The Corporation can’t guarantee revenues earned from providing new services will cover potential expenses. Expanding our presence is the healthcare space is an important aspect of our plans for growth. With those efforts come potential costs and risks that could affect our business success.
Costs of Raw Goods and Related Services. The Company’s gross margins also may be impacted by a number of different factors. Commodity and other price changes may result in unexpected increases in the cost of raw materials, packaging materials, energy or other products and services used by the Corporation. The Corporation 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 Corporation 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.
Rapid Innovation/Technology Adoption. The Corporation may need to acquire or develop new products, evolve existing ones, address any defects or errors, and adapt to changes in technology in order to fulfill our business goals. Technical developments, business requirements, programming languages, and industry standards change frequently. 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 customer needs, keep pace with technology changes, respond to competitive products, and achieve market acceptance. Product development requires substantial investments for research, refinement, and testing. The Corporation may not have sufficient resources to make necessary product development investments. The Corporation may experience technical or other difficulties that will delay or prevent the successful development, introduction, or implementation of new or enhanced products. The Corporation 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. The Corporation may need to rapidly and successfully develop and introduce new features to our products and services in a competitive, demanding and rapidly changing environment. To succeed in our intensely competitive industry, the Corporation must continually improve, refresh, and expand our product and service offerings to include newer features, functionality, or solutions, and keep pace with price-to-performance gains in the industry. Shortened product life cycles due to customer demands and competitive pressures impact the pace at which the Corporation must introduce and implement new technology. This requires a high level of innovation by our product manufacturers, software developers and the suppliers of the third-party software components included in our systems. In addition, bringing new solutions to the market entails a costly and lengthy process, and requires us to accurately anticipate customer needs and technology trends. The Corporation must continue to respond to market demands, develop leading products and technologies and maintain leadership in analytic data solutions performance and scalability, or our business operations may be adversely affected. The Corporation must also anticipate and respond to customer demands regarding the compatibility of our current and prior offerings. These demands could hinder the pace of introducing and implementing new technology. Our future results may be affected if our products cannot effectively interface and perform well with software products of other companies and with our customers’ existing IT infrastructures, or if the Corporation is unsuccessful in its efforts to enter into agreements allowing integration of third-party technology with our database and software platforms. Our efforts to develop the interoperability of our products may require significant investments of capital and employee resources. In addition, many of our principal products are used with products offered by third parties and, in the future, some vendors of non-Corporation products may become less willing to provide us with access to their products, technical information and marketing and sales support. As a result of these and other factors, our ability to introduce new or improved solutions could be adversely impacted and our business would be negatively affected.
If the Corporation do not respond to technological changes or upgrade our websites and technology systems, our growth prospects and results of operations could be adversely affected. To remain competitive, the Corporation must continue to enhance and improve the functionality and features of our websites and technology infrastructure. As a result, the Corporation will need to continue to improve and expand our hosting and network infrastructure and related software capabilities. These improvements may require greater levels of spending than the Corporation have experienced in the past. Without such improvements, our operations might suffer from unanticipated system disruptions, slow application performance or unreliable service levels, any of which could negatively affect our reputation and ability to attract and retain customers and contributors. Furthermore, in order to continue to attract and retain new customers, the Corporation in likely to incur expenses in connection with continuously updating and improving our user interface and experience. The Corporation may face significant delays in introducing new services, products, and enhancements. If competitors introduce new products and services using new technologies or if new industry standards and practices emerge, our existing websites and our proprietary technology and systems may become obsolete or less competitive, and our business may be harmed. In addition, the expansion and improvement of our systems and infrastructure may require us to commit substantial financial, operational and technical resources, with no assurance that our business will improve.
Pre-existing Debt/Obligations. The Corporation owes money under a shareholder loan agreement. As of July 31, 2020, the Corporation owed $362,691 with principal plus accrued interest under a line of credit with the note shall bearing 8% interest at a rate of 8% per annum (interest shall be computed on the basis of a year of 365 days for the actual number of days elapsed). All payments made by the Corporation are to be applied first (1st) to any accrued interest and then to the principal balance. The total amount of the loan shall be due and payable on April 1, 2022. The Corporation has the right to pay back the loan in-full or make additional payments at any time without penalty.
Corporation Discretion to Spend Investments. The Corporation intends to use a significant portion of the proceeds from the offering for unspecified working capital. The offering proceeds will be used by the Corporation in the ways management deems most effective towards the Corporation’s goals. This means that although the Corporation has plans for the proceeds (focused on sales, marketing, and product development) the Corporation will have ultimate discretion to use the proceeds as it sees fit and the Corporation has chosen not to limit the Corporation’s use of the funds to specific uses that investors could evaluate. Such portion of the proceeds from this offering will be used for the purpose that the Corporation’s management deems to be in its best interest in order to address changed circumstances or opportunities. As a result of the foregoing, the Corporation’s success will be substantially dependent upon its discretion and judgement with respect to application and allocation of such portion of the proceeds of this Offering. The Corporation may choose to use the proceeds in the manner that the investors do not agree with and investor may have no recourse. A use of proceeds that does not further the Corporation’s business and goals could harm the Corporation and its operations, and ultimately cause an investor to lose all or portion of his or her investment. The Corporation will have broad Discretion in the Use of the Net Proceeds from This Offering, and The Corporation May Fail to Use These Proceeds Effectively. The net proceeds from this offering will be used for payment of various outstanding payment obligations and other operating expenses of the Corporation, and thereafter for working capital and for other general corporate purposes. Our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not necessarily improve our results of operations or enhance the value of your investment. The failure of our management. to apply these funds effectively could result in financial losses. The Corporation’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 Corporation. The Corporation’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.
Conflicts of Interest. The Corporation will be subject to various potential conflicts of interest. Under certain circumstances, the Officers may make investments separate and apart from, or alongside, the Corporation. As provided in the Corporation’s Bylaws, the Officers will be permitted to manage other companies during the term of the Corporation’s business life, any of which may conflict with the Corporation for investment opportunities, management time and attention, or otherwise. Provisions contained in the Corporation’s Bylaws that authorize the Officers to engage in investment, management, or other activities outside, or alongside the Corporation, or to cause the Corporation to make investments in respect of which the Officers have conflicting interests, will override common law and statutory fiduciary duties that would apply in the absence of such provisions. The Corporation’s Bylaws contains certain protections for Shareholders against conflicts of interest faced by the Officers, but does not purport to address all types of conflicts that may arise. Moreover, as a practical matter, it may be difficult for Stockholders to subject the behavior of the Officers to close scrutiny. During the term of the life of the Corporation, many different types of conflicts of interest may arise, and this document does not purport to identify all such conflicts. Stockholders ultimately will be heavily dependent upon the good faith of the Officers and the Board of Directors. Conflicts of interest may result due to affiliates of management providing services to the Corporation. The management and persons and entities affiliated with the management may be appointed or utilized to provide services for investments in which the Corporation invests. Therefore, the selection of investments may be influenced by the ability of the management and its affiliates to provide other services. Moreover, the management and its affiliates may profit from investments even where the Corporation loses all or a portion of its investment.
Unforeseen Risks. 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 Corporation cannot predict whether the Corporation will successfully effectuate the Corporation’s current business plan. Each prospective Investor is encouraged to carefully analyze the risks and merits of an investment 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.
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