Future equity with no valuation cap and no discount rate; the terms are set based on the next round of financing.
|1||To treat COVID-19 and other respiratory infections and diseases.|
|2||Save Lives; Help Mitigate Social Distancing, Respiratory Pandemics and Recessions|
|3||Maximize Impact Now by Offering Configurations of Existing Components and Custom Adapter Kits|
|4||Test and Validate the Device and subsequently the Product-Market fit|
|5||Develop Scalable Equipment to Serve Multiple Patients with A Single Machine in a Hospital or Stadium|
|6||Develop an Affordable, Wearable Device for the Masses|
|7||Sustainable, Recyclable, and Low-GHG Emission Life Cycles Throughout Our Product Families|
|8||Respirvent is a Public Benefit Corp, like WeFunder - Maximizing Shareholder and Stakeholder Value|
In response to this pandemic, we (Michael Doyle and Peter Flaherty) halted the operations of our other company R&D LABS - postponing its independent developments of sustainable technologies.
We decided to identify the challenges and problems with COVID-19 and see what we could come up with.
The aim was to design a mechanical solution that could make a positive impact on this pandemic under the FDA's emergency use authorizations.
We have been conceptualizing, modeling, and developing our IP portfolio since April 2020.
There were many iterations with various technology readiness levels:
RespirVent SBC was co-founded in May 2020 as a MN specific benefit corporation to maximize shareholder and stakeholder value in the context of our specific benefit:
"Defining Problems and Solutions Regarding Challenges to Respiratory Systems"
We need your help to respond to this pandemic, validate the concept, maximize our positive impact for all stakeholders, and implement our first product.
The RespirVent (TM) Pathogen Extractor (TM) aims to reduce replications rates in the onset to mitigate infection and disease, recover faster, stay safe, and possibly help diagnose diseases, like COVID-19.
Our claims are patent pending under US Provisional No 63/025172
The initial integrator business model of RespirVent (TM) combines existing, commercially-available partial-products with custom adapters into our Pathogenic Extractor (TM) one-way mask.
Eventually our business would evolve into a vertical integrator throughout all levels of the supply chain to make our device compact, feel good to wear, look good, and more efficient.
The relatively affordable RespirVent (TM) Viral Extractor (TM) system aims to reduce replication rates and recovery times in the onset of symptoms to prevent transmission or the need for conventional ventilators in limited supply. It requires no electricity and behaves as a one-way mask to extract, isolate, and contain pathogens from the aerosols we breathe.
If you haven't been tested for COVID-19 and are either asymptomatic or you haven't been infected yet, then the RespirVent (TM) Pathogen Extractor (TM) could be a means to mitigate future infection. Viral tests can't detect less than 50 to 400 copies of SARS-CoV-2 per mL, so there is a chance for false negatives, but it is relatively low due to the replication rate.
There is a possibility that the RespirVent (TM) Pathogen Extractor (TM) will be able to diagnose COVID-19 by using monitoring ports on both HME (heat & moisture exchange) filters. The varying pressure and rate of breathing can be monitored as well as the difference in oxygen concentration when inhaling vs exhaling. If the difference in oxygen concentration decreases, then a corresponding low blood oxygen level may indicate the COVID-19 disease.
Disease Decline Stage
One of the goals of the RespirVent (TM) Pathogen Extractor (TM) is to be used by those with pre-existing conditions, because COVID-19 threatens their lives the most. However, some people aren't aware of their pre-existing condition(s), so we hope that anyone who tests positive or is symptomatic will be able to use this device in their home let alone in the hospital.
See the Vulnerability Index Dashboard Below:
If our device is proven to reduce replication rates, and RespirVent(TM) distributes Pathogen Extractors(TM) to those with COVID-19, then that will decrease viral loads, recovery times, and increasing demand for hospital beds let alone ventilators.
The projected peak of COVID-19 isn't until fall of 2020. Let's work to flatten the curve.
This pandemic could be a lot worse let alone the next one. Let's be prepared for the next wave, the next pathogen, the next respiratory threat. If what we have developed doesn't pan out, we will continue to improve, iterate, adapt, and evolve our response to respiratory challenges.
This is a photo of R&D LABS on the left where RespirVent is currently located.
RespirVent has financial statements ending May 11 2020. Our cash in hand is $0, as of May 2020. Over the three months prior, revenues averaged $0/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $0/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.
Respirvent aims to supply a one-way mask that treats and prevents pathogenic respiratory illnesses, like the flu and cold.
We hope to help clean the polluted or contaminated air, which may eradicate deaths from acute or chronic respiratory infections and disease internationally. We aspire to cooperate with healthcare and government systems, as well as with other sustainable technologies. We intend to invent one of the largest IP portfolios of respiratory related technologies and sell wearable one-way masks that are the size of pacifiers with nose buds. Our goal is to develop profitable IOT sensors, automated blockchains, smart contracts, bots, machine learning, AI code, etc.
Given the Company’s limited operating history, the Company cannot reliably estimate how much revenue it will receive in the future, if any.
RespirVent SBC was incorporated in the State of Minnesota in May 2020.
Since then, we have:
Historical Results of Operations
Our company was organized in May 2020 and has limited operations upon which prospective investors may base an evaluation of its performance.
Liquidity & Capital Resources
After the conclusion of this Offering, should we hit our minimum funding target, our projected runway is 3 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
RespirVent SBC cash in hand is $0, as of May 2020. Over the last three months, revenues have averaged $0/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $0/month, for an average burn rate of $0 per month. Our intent is to be profitable in 12 months.
We predict we'll need $15,000 in order to make revenue from preorders. We hope that we can go to market by the end of 2020, although these projections cannot be guaranteed.
After going to market, we hope to have generated $200,000 in revenues and $250,000 in expenses.
For additional capital, we are actively applying for grants that total approximately $3,000,000 in funding. We also are in the midst of a few pitch competitions that total $100,000 in funding. We cannot guarantee that we will procure these capital sources. Lastly, the co-founders are putting their own time and money to support RespirVent until we're able to secure sources of capital.
FDA EUA may not cover RespirVent. If we do get an FDA EUA for RespirVent, then we may not have enough time to make a profit before it expires. Then profitability will be delayed until we go through the FDA breakthrough medical device program, or the typical longer program.
Our future success depends on the efforts of a small management team. The loss of services of the members of the management team may have an adverse effect on the company. There can be no assurance that we will be successful in attracting and retaining other personnel we require to successfully grow our business.
The recruitment and retention of our team may not be sufficient enough to even transfer the technology or sell the company in a priced round let alone raise a successful seed round and continue growing RespirVent.
The validation of all the iterations of our technologies in response to this pandemic may not be enough to justify moving forward.
The Company may never receive a future equity financing or elect to convert the Securities upon such future financing. In addition, the Company may never undergo a liquidity event such as a sale of the Company or an IPO. If neither the conversion of the Securities nor a liquidity event occurs, the Purchasers could be left holding the Securities in perpetuity. The Securities have numerous transfer restrictions and will likely be highly illiquid, with no secondary market on which to sell them. The Securities are not equity interests, have no ownership rights, have no rights to the Company’s assets or profits and have no voting rights or ability to direct the Company or its actions.
Assuming there is validation of the technology, the product market fit may not be justified due to low traction such as low or no preorders.
The cost of building and maintaining our intellectual property may become too expensive to enforce.
Compliance with regulations may affect the costs and schedules, such as the implementation and maintenance of a compliant quality management system.
The SARS-CoV-2 virus, or any pathogen, could spread between people who are in the same vacinity as those testing or using our device by mishandling the filters among other components. Proper handling and cleaning practices are difficult to enforce, but we will try our best to communicate best practices.
Pathogens can mutate. What may function well at one point may actually make things worse after the mutation of a pathogen. In this case, we may need to recommend to stop using the device until we devise a method to handle the risk of the mutation.
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