The Coven

If we do not sell at least $50,000.53 (the “Target Offering Amount”) of Series Seed-1 shares by November 27, 2023 (or by such later date as we may extend the term of this offering) (“Offering Deadline”), we will not be able to close on this offering and will return your money with no interest. 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 this offering, investment commitments will be cancelled and committed funds will be returned. You will not have any use of, and will not earn any interest on, your money in the interim.  Investors may cancel their investment commitment until 48 hours prior to the Offering Deadline identifed in these offering materials..

In addition, the Company choose to close this offering as soon as the Target Offering Amount is met, which may be sooner than the deadline identified in these offering materials upon notice to investors.

The Series Seed-1 shares sold in this offering will not be registered under any federal or state securities laws and accordingly,  investors will not receive any of the benefits that registration would otherwise provide. No governmental agency has reviewed or passed upon this offering, the Company, or any securities issued by the Company, including the Series Seed-1 shares. Therefore, prospective investors must assess the adequacy of disclosure and the fairness of terms of this offering on their own and in conjunction with their legal, tax, and other personal advisors.  In addition, the terms of the registration  exemption under which the Series Seed-1 shares are being offered provide that the shares may not be resold without registration except in reliance on an exemption from applicable state and federal registration requirements, which exemption prohibits any transfer of your Series Seed-1 shares for a period of one year, subject to limited exceptions. There is no, and there is not expected to be, any market for the sale of the Series Seed-1 shares. As a result, you may not be able to liquidate your investment in the Series Seed-1 shares and therefore, should be prepared to assume the risks of an investment in The Coven for an indefinite period of time.

While The Coven's Board and management will engage investors on a broad variety of company matters, holders of the Series Seed-1 shares have limited voting rights and will need to rely on The Coven's officers and directors for all decisions relating to the day to day operation of The Coven. In addition, investment in The Coven is structured to be made through a special purpose entity that is managed by a “Lead Investor.” Although the Lead Investor is required by law to vote the Series Seed-1 shares in accordance with the directions of the investors, investors will not be able to directly vote their shares in The Coven. Accordingly, you should not invest in this offering unless you are willing to entrust your voting rights to the Lead Investor. Investors should also be aware that, pursuant to the terms of the investment agreement under which the Lead Investor purchased its Series Seed-1 Shares, the Lead Investor is required to cast its votes in favor of certain Board designees and to approve certain “Deemed Liquidation Events”, as defined in the Company’s Certificate of Incorporation.

Although holders of the Series Seed-1 shares are entitled to dividends paid from the Company’s net available cash, the declaration and payment of dividends are at the sole discretion of the Company's Board, and may never be paid. The Company is dependent upon revenue received from members to permit the Company to have the profitability to make distributions with respect to the Series Seed-1 shares. The Coven has not made and distributions or declared any dividends, and anticipates that for the foreseeable future, all available cash will be used to fund the capital requirements for operation and expenses of the Company. There is no guarantee that The Coven will make distributions or pay dividends in the future.

The Coven may need to raise additional capital in the future. Subsequent offerings may not be on the same or similar terms as this offering even if they are, said offerings will dilute the ownership percentage and voting power of investors in the current offering.  Further, holders of the Series Seed-1 shares do not have the pre-emptive right to participate in such future offerings. Future offerings may provide the new investors with advantages not available to you as a previous investor.

In addition, The Coven may undergo a change to its business, management, facilities, or other aspect of its operations, or alter its corporate structure or capitalization though a a merger, acquisition, consolidation, or other restructuring, any of which could have a material impact on your investment.

The income tax aspects of an investment inThe Coven are complicated, and each prospective Investor is strongly encouraged to review them with his or her own professional advisors familiar with the prospective investor’s personal income tax situation and with the income tax laws and regulations applicable to the investor, including under both federal tax laws and the tax laws of the state of the investor's residence or domicile. The Coven cannot assure or advise on any investor's particular tax consequences or outcome.

The use of proceeds described below is an estimate based on the amount of funds received from this offering and is based upon our current business plan. We may, however, find it necessary or advisable to re-allocate portions of the net proceeds of this offering, and management has broad discretion to do so.

Any projections or forward-looking information regarding The Coven's anticipated financial or operational performance are inherently speculative in nature, and are based upon management's best estimate of the probable results of operation. These projections are based on assumptions that management believes are reasonable, but some assumptions invariably will not materialize due to unanticipated events and circumstances beyond management's control. Therefore, actual results of operations may, and likely will, vary from our projections and such variances may be material.  

In addition to the risks identified herein, The Coven is subject to the same additional risks to which all companies in its industry, and all companies in the economy, are exposed.  These include risks relating to economic downturns, lingering effects of the COVID-19 pandemic, political and economic events, and technological developments. Additionally, early-stage companies are inherently more risky than more developed companies. Prospective investors should consider general risk as well as specific risks when deciding whether to invest in The Coven.

Elizabeth Giel 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.

The Company has not yet generated a profit and has suffered losses in each of the last two fiscal years, in part due to factors related to the COVID-19 pandemic.  Although the Company has taken steps to reduce its indebtedness, including the 2023 conversion of all of its outstanding convertible notes, there can be no assurance that the Company will operate profitably in the future.