The Company has a limited operating history upon which an investor can evaluate its performance, and accordingly, its prospects must be considered in the light of customary issues early-stage companies encounter. The Company was incorporated under the laws of the State of Delaware in June 2015 and launched the Withfriends platform on August 2017. Accordingly, we have limited operating history upon which an evaluation of our prospects and future performance can be made. The Company’s ability to build a successful business must be considered in light of the challenges, complications, difficulties, problems, uncertainties, and delays frequently encountered in connection with the growth of an early-stage business. The Company expects its operating expenses will increase in the near future and there is no guarantee that we will be able to make and maintain profits. Investors should consider the Company’s business, operations, and prospects in like of the risks, expenses, and challenges faced by an early-stage company.
The Company operates in a market that is attracting competition and some of the Company’s competitors are better positioned than we are to take the majority of the market. Withfriends is a crowdfunding platform for event organizers with a focus on art spaces and music venues. Our competitors include major companies such as (Eventbrite - ticketing, Kickstarter - time based crowdfunding, Drip (recurring funding), and Patreon (recurring funding) and lesser known smaller businesses such as (JoinIt, Nation Builder, Member Planet and Sumac - Membership management softwares). Our target market continues to become more competitive with existing competitors introducing more competitive offerings and new potential competitors entering the market. Many of our competitors have a superior brand image, financial, marketing, human resources, and technical capabilities than we have and thus they are better equipped to capture a larger market share than us. Accordingly, our competitors or potential competitors may commercialize services more rapidly or effective than we are able to which could result in the Company’s failure to achieve a significant market share or revenue and profitability. The Company’s inability to achieve the desired sale targets would harm its business and results of operations.
The Company’s success depends significantly on its ability to develop the value and reputation of its brand. We believe that market awareness of our “Withfriends” brand will contribute significantly to the success of our business, and maintaining and enhancing our brand’s value is critical for achieving our growth targets. The Company would have to increase its marketing budget substantially in order to build its brand image and gain a competitive edge. However, maintaining, promoting and positioning the Company’s brand will largely depend on the success of its marketing and merchandising efforts and its ability to provide consistent, high-quality services. Any negative posts, comments, or feedback about our brand on social media, whether or not valid, could seriously damage our Company’s reputation. If we are unable to successfully promote our services, our ability to maintain current clients and attract new customers could be adversely affected, and consequently, our financial performance could suffer. We use integrated marketing tools, paid advertising campaigns, social media, promotions, and distribution of marketing materials to promote our brand and service offerings. If we are unable to maintain and enhance our “Withfriends” brand or utilize marketing tools in a cost-effective manner, our business, brand image, revenues, and profitability may suffer.
Our success depends on our ability to continue to innovate. To remain competitive, we must continuously enhance and improve the functionality and features of our platform including our website and mobile application. The Internet and crowdfunding industry is rapidly changing and becoming more competitive. If competitors tap into new art spaces and music venues and introduce better services embodying new technologies, or if new industry standards or practices emerge, our existing website and mobile application may become obsolete. Our future success depends on our ability to enhance our existing services, introduce new services, and respond to technological advances and emerging industry standards and practices in a cost-effective and timely manner. Introducing new features and services on the website entails significant technical and business risk. If we are unable to introduce new features in a timely manner or if our recent changes to our platform do not perform as expected, the art and music venue spaces and customers in our network may forego the use of our services in favor of those of our competitors.
The Company depends on sales of its services for substantially all of its revenue, and any decrease in the sales would harm its business. A decline in the prices of our services or a decrease in sales, whether due to macroeconomic conditions, competition or otherwise, or the Company’s inability to increase sales of our services would affect the Company’s business and operating results. We have already hired additional sales associates but there is no guarantee that they would be able to achieve our desired sales targets. While the Company likely will evaluate other services offerings and tap into new markets beyond art spaces and music venues, the Company may not be successful in identifying or executing on any new opportunities. If the Company fails to achieve desired sales targets and win new customers, this could end the Company.
We depend on third-party service providers for a variety of services. Failure to maintain and renew the usage of application program interfaces (API) and other third-party services could adversely affect product functionality, like the upselling of memberships from third-party ticketing platforms, or the management of member payments through financial tools. If any of these platforms change the API services they are offering it could disrupt operations and profitability for the company
Industry consolidation may result in increased competition, which could result in a loss of customers or a reduction in revenue. Some of our competitors may merge or make acquisitions or enter into strategic partnerships to offer more comprehensive services than they individually do or to achieve economies-of-scale. In addition, new entrants who we currently don’t consider competitors may enter into strategic partnerships or acquisitions. Through mergers and acquisitions, strategic partnerships, and vertical integrations to include the markets that we address, the newly expanded companies might be able to offer more compelling services at lower prices and hinder our ability to compete effectively on the basis of pricing, services offerings, marketing and sales, technology or platform functionality. Industry consolidation could result in loss of our customers and a reduction in our revenue.
The Company is highly dependent on its Chief Executive Officer. The Company’s future success depends significantly on the continued leadership of its Founder and Chief Executive Officer, Kunal Gupta. Mr. Gupta is critical to the strategic direction, business development, and overall management of the company. He brings in years of experience in audience development and management of art and music event venue spaces. He was awarded 44,500,000 shares as part of his equity compensation as the CEO. Mr. Gupta is an at-will employee and is free to terminate his relationship with the Company at any time. His knowledge of the Company’s business and industry might be difficult to replace. The loss of Mr. Gupta could adversely affect the Company’s business, financial condition, cash flow, and operating results.
If the Company is unable to attract, retain, and motivate necessary personnel then its ability to develop and successfully grow its business could be harmed. In addition to continued services of Mr. Gupta, the company’s future success is highly dependent on the contributions of its executive officers and key personnel. The executive team must collaboratively work together to support the growth of the business. If our executive team and key personnel fail to work together effectively and execute our plans, our business and operating results could be harmed.
All of the Company’s employees are free to terminate their employment and relationship with the Company at any time. If one or more of the Company’s executive team members or key employees leave, it might be difficult for us to attract and integrate a new personnel into our team. If the Company is unable to successfully integrate the new hire into the team or if the performance of the new personnel is not as anticipated, it could be disruptive for the Company’s and business may suffer.
The Company’s growths strategy depends on expanding our team and hiring new personnel for marketing, sales, support, and development. Competition for highly qualified personnel is intense. Attracting, recruiting, training, integrating, and retaining new personnel is expensive and requires significant time and attention. Many of companies with which we compete with for personnel have greater resources than us. If we are unable to effectively recruit and retain talent, we may not be able to achieve our strategic objectives and as a result, our business, financial condition, and operating results could be adversely affected.
Security breaches or other disruptions to our Company’s information systems could adversely affect our operating results and expose us to liabilities. We depend on the Withfriends platform, information systems and internet-based technologies to operate our Company’s website, respond to customer inquiries, process transactions, and manage digital marketing tools. The secure processing and functionality of our information infrastructure are crucial to our operations. Any breakdown, disruptions or systems failures due to viruses, cyber attacks, computer hacking, security breaches, software or hardware malfunction, unsuccessful systems updates or due to human error could impair the Company’s ability to process sales and obtain new customers which would cause its revenue to decline. In addition, we receive, process, collect and store personally identifiable information and other sensitive data from our potential customers, customers, and third-party strategic partners and suppliers. Despite our security measures, our information infrastructure might be vulnerable to security breaches, employee theft or misuse, or human error, and may lead to access, disclosure, and loss of information. This could result in legal claims and liability under the privacy of personal information law, disrupt our operations, damage our reputation, and cause a loss in consumer confidence in our services which could adversely affect our performance, revenues, and competitive positioning.
Demand for our services is highly correlated with the economic conditions. The company generates all of its revenue from discretionary consumer spending. Factors which affect consumer discretionary spending include general economic conditions, levels of employment, tax rates, consumer confidence, and availability of credit. It is hard to predict trends in consumer discretionary spending due to volatile and uncertain global economic conditions. An economic uncertainty or downturn in the United States or in other target markets may adversely affect consumer discretionary spending and demand for our services. A decline in demand for our services could negatively impact our financial performance and operating results.
Even if we raise the maximum amount sought in this offering, we will need to raise extensive funds in order to sustain and grow our business. Our goal is to raise a minimum of $50,000 under Regulation Crowdfunding. This offering will be undertaken through the services of a third party equity crowdfunding portal, and there can be no assurance that we will be able to achieve our minimum fundraising goals. Failure to achieve our minimum raise amount may result in the Company having less than sufficient capital which could adversely affect the Company’s ability to operate and grow in accordance with its current business plans. The amount of capital the company is attempting to raise in this offering is not enough to sustain the company’s current business plan. Even if the Company manages to successfully raise the maximum amount of $1.07 million allowed in this offering under Regulation Crowdfunding, the Company will have to raise additional funding through other means in order to stay operational, grow, and meet its short-term and long-term goals. There is no guarantee the Company will be able to raise such funds on acceptable terms at all. In case, we fail to raise sufficient funds now or in future, we may be forced to cease operations and sell or otherwise transfer our remaining assets, which could cause an investor to lose all or portion of its investment.
Our financial projections are only estimates. Various factors could cause our operations results to fluctuation on a quarterly and annual basis, many of which are out of our control and makes it difficult to accurately predict our future performance. In addition to the other risk factors discussed in this section, factors that may lead to a variability in operations results include regulation within the music and arts industries and attendance volatility. There is no assurance that there will be sufficient demand for our services and we will be able to achieve our projected revenues or earn profits.
The SAFE (Simple Agreement for Future Equity) will not be freely tradable until one year from the initial purchase date. Although the SAFE (Simple Agreement for Future Equity) may be tradable under federal securities law, state securities regulations may apply and each Purchaser should consult with his or her attorney. You should be aware of the long-term nature of this investment. There is not now and likely will not be a public market for the SAFE (Simple Agreement for Future Equity). Because the SAFE (Simple Agreement for Future Equity) have not been registered under the Securities Act or under the securities laws of any state or non-United States jurisdiction, the SAFE (Simple Agreement for Future Equity) have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the Securities Act or other securities laws will be affected. Limitations on the transfer of the SAFE (Simple Agreement for Future Equity) may also adversely affect the price that you might be able to obtain for the SAFE (Simple Agreement for Future Equity) in a private sale. Purchasers should be aware of the long-term nature of their investment in the Company. Each purchaser in this Offering will be required to represent that it is purchasing the Securities for its own account, for investment purposes and not with a view to resale or distribution thereof.
Neither the Offering nor the Securities have been registered under federal or state securities laws, leading to an absence of certain regulation applicable to the Company. No governmental agency has reviewed or passed upon this Offering, the Company or any Securities of the Company. The Company also has relied on exemptions from securities registration requirements under applicable state securities laws. Investors in the Company, therefore, will not receive any of the benefits that such registration would otherwise provide. Prospective investors must therefore assess the adequacy of disclosure and the fairness of the terms of this offering on their own or in conjunction with their personal advisors.
No Guarantee of Return on Investment. There is no assurance that a Purchaser will realize a return on its investment or that it will not lose its entire investment. For this reason, each Purchaser should read the Form C and all Exhibits carefully and should consult with its own attorney and business advisor prior to making any investment decision.
A majority of the Company is owned by a small number of owners. Subject to any fiduciary duties owed to our other owners or investors under Delaware law, these owners may be able to exercise significant Company transactions, and will have significant control over the Company’s management and policies. Some of these persons may have interests that are different from yours. For example, these owners may support proposals and actions with which you may disagree. The concentration of ownership could delay or prevent a change in control of the Company or otherwise discourage a potential acquirer from attempting to obtain control of the Company, which in turn could reduce the price potential investors are willing to pay for the Company. In addition, these owners could use their voting influence to maintain the Company’s existing management, delay or prevent changes in control of the Company, or support or reject other management and board proposals that are subject to owner approval.
The Company has the right to extend the Offering deadline. The Company may extend the Offering deadline beyond what is currently stated herein. This means that your investment may continue to be held in escrow while the Company attempts to raise the Minimum Amount even after the Offering deadline stated herein is reached. Your investment will not be accruing interest during this time and will simply be held until such time as the new Offering deadline is reached without the Company receiving the Minimum Amount, at which time it will be returned to you without interest or deduction, or the Company received the Minimum Amount, at which time it will be released to the Company to be used as set forth herein. Upon or shortly after release of such funds to the Company, the Securities will be issued and distributed to you.
There is no present market for the Securities and we have arbitrarily set the price. We have arbitrarily set the price of the Securities with reference to the general status of the securities market and other relevant factors. The Offering price for the Securities should not be considered an indication of the actual value of the Securities and is not based on our net worth or prior earnings. We cannot assure you that the Securities could be resold by you at the Offering price or at any other price.
Purchasers will not become equity holders until the company decides to convert the Securities into CF Shadow Securities or until an IPO or sale of the Company. Purchasers will not have an ownership claim to the Company or to any of its assets or revenues for an indefinite amount of time, and depending on when and how the Securities are converted, the Purchasers may never become equity holders of the Company. Purchasers will not become equity holders of the Company unless the Company receives a future round of financing great enough to trigger a conversion and the Company elects to convert the Securities. The Company is under no obligation to convert the Securities into CF Shadow Securities (the type of equity securities Purchasers are entitled to receive upon such conversion). In certain instances, such as a sale of the Company, an IPO or a dissolution or bankruptcy, the Purchasers may only have a right to receive cash, to the extent available, rather than equity in the Company.
Purchasers will not have voting rights, even upon conversion of the Securities into Shadow Securities. Purchasers will not have the right to vote upon matters of the Company even if and when their Securities are converted into CF Shadow Securities. Upon such conversion, CF Shadow Securities will have no voting rights and even in circumstances where a statutory right to vote is provided by state law, the CF Shadow Security holders are required to vote with the majority of the security holders in the new round of equity financing upon which the Securities are converted. For example, if the Securities are converted upon a round offering Series B Preferred Shares, the Series B-CF Shadow Security holders will be required to vote the same way as a majority of the Series B Preferred Shareholders vote. Thus, Purchasers will never be able to freely vote upon any director or other matters of the Company.
Purchasers will not be entitled to any inspection or information rights other than those required by Regulation CF. Purchasers will not have the right to inspect the books and records of the Company or to receive financial or other information from the Company, 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 Purchasers at a disadvantage in general and with respect to other security holders.
Purchasers will be unable to declare the Securities in “default” and demand repayment. Unlike convertible notes and some other securities, the Securities do not have any “default” provisions upon which the Purchasers will be able to demand repayment of their investment. The Company has ultimate discretion as to whether or not to convert the Securities upon a future equity financing and Purchasers have no right to demand such conversion. Only in limited circumstances, such a liquidity event, may the Purchasers demand payment and even then, such payments will be limited to the amount of cash available to the Company.
The Company may never elect to convert the Securities or undergo a liquidity event. 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 see 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.
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 Company cannot predict whether the Company will successfully effectuate the Company’s current business plan. 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.