Withfriends: A Membership Tool To Preserve Cultural Spaces in Our Cities

The financial challenges to starting and running art spaces today are staggering, but the team at Withfriends knows that better than anyone. This platform may offer exciting new options for a whole new generation of artists and organizers.

Alanna Heiss

Founder, MoMA PS1

Hello there Kunal, Martha & Joe -- I'm sure I've been to your events in the past. Although it's difficult at times, keep fighting the good fight! The world needs more music and creativity, and you guys are making a serious difference! See you soon. Warmly, Kathleen

Kathleen Gauder

Saleswoman by day, musician by night. Here to change the world!

Investor Q&A

Expand all

What does your company do?

We help music venues, art galleries, and other cultural spaces set up quality membership programs, which builds crucial monthly recurring revenue. During ticket sale check out, we give customers quick and easy actionables to sign up for memberships, giving them the opportunity to support their favorite spaces. Running a great monthly membership program can double the revenue of these cultural spaces, helping them afford to stay in our cities and keep making them beautiful places to live.

Where will your company be in 5 years?

While currently in private beta, we've found that we can convert around 20% of a venue's existing audience into members. Once our platform is public, we want to offer our game-changing tool not just to music and art venues, but bookstores, record shops, or any small business competing with large corporate retail. By helping small businesses develop a stable new source of income, we can ensure that our cities will support innovative, vibrant, diverse culture for decades to come, even as they grow

What is Withfriends?

KUNAL GUPTA: Withfriends is a tool to help us preserve culture in our cities. Our app helps music venues, art spaces, and people who organize a lot of events set up really good memberships programs, and then we help their audiences discover and buy into them. Running a great monthly membership program can double the revenue of these cultural spaces, which means that they can afford to stay with us in our cities and keep making them beautiful places to live.

What motivated you to start this company?

KG: My name is Kunal. I’m a software engineer by trade, but I also used to play in an experimental electronics band called Loud Objects at festivals and art spaces around the world. These cultural institutions supported my art in a way that made me really grateful. As a way of giving back, I got interested in setting up my own cultural institutions to support more artists like myself, so I created a music venue called Silent Barn in Bushwick, Brooklyn with my co-founder Joe and a gallery for video games as art called Babycastles Gallery in Manhattan. To pull these spaces off, you have to get great at channeling the passion people feel when they are in your space into the nuts and bolts of running a business, like paying rent and staff. The right way do that hasn’t always been super clear. Withfriends is a way of sharing our most successful techniques and making it easily accessible as a service to all the people around the world running amazing cultural spaces. JOSEPH AHEARN: I’m Joe, and I grew up in New York City raised by artists. I've been working for the last decade helping start and manage art spaces, music venues, and galleries, as well as present projects at community-based organizations as scrappy as DIY spaces like Silent Barn, Showpaper, and Death By Audio to spaces as well established as Pioneer Works, Knockdown Center, or Roulette. I worked for almost six years as Program Director for Clocktower, New York’s oldest alternative arts project. The founder, Alanna Heiss, is the same woman that started MoMA PS1 in Queens. MARTHA HIPLEY: I’m Martha. I’ve been making work as an artist since I moved to New York 10 years ago. I’ve also led design and development on enterprise software with a specialization in transparent data platforms for companies like Varick Media Management and ASCAP. As an artist, I understand the financial tightrope of surviving in a changing city, and as a designer, I’ve seen how well-made tools can transform an organization from the inside out. KG: While we co-founders came to this company via different paths, here’s an interesting story. When my gallery, Babycastles Gallery, lost its physical space in 2011, we were in a crisis. But we had a volunteer, Hillary Reeves, who had a degree in arts administration, and she saved us. She helped our team set up and sell memberships for the first time. And then we kept doing events for years without a space, but offered memberships to everyone coming in the door - and in that way eventually built tens of thousands a year in recurring income through memberships. With that amazing support, we founded our new gallery in Manhattan in 2014, which is still awesome and successful right now, on 14th street. Most art spaces aren’t as lucky to have this kind of guidance. So Withfriends, we’re trying to bring that power to make spaces last for more art organizers around the world.

How do you work with venues?

JA: Many art spaces are putting on events that are quite popular, so it's easier than ever to promote music programs, art programs, and gallery openings. Unfortunately, the spaces themselves don’t always have the structure, coordination, or even the capacity to sit someone at the door to try and sell memberships. They are often just too busy. Instead, these spaces can use Withfriends through Facebook, or their newsletter, or their website, so that we can sit directly in the pathway of the customer checking out on a ticket sale or RSVPing for the event. We give them a very simple pitch with a video and a few easy-to-read sentences about what's exciting about the spaces’ mission and why now is the right time for them to get involved. We make it a simple click for them to sign up for accessible membership levels of anywhere from $1 to maybe $10 or $15 a month. The whole experience lasts only about 10 to 15 seconds for the ticket buyer. They’re doing what they have always wanted to do -- support their favorite venues and artists -- but there was never anybody there to ask them. The core thing now is that the space gets the monthly recurring revenue. A lot of the businesses didn't have this because setting up a membership program is a little too hard to conceive of, but if you make it really easy to set up, they suddenly have a monthly, recurring revenue to support their programs. Additionally, the event organizers now have access to this member's information. They're able to easily contact them at every level. The platform sends them all the information that they need about the event and makes it extremely easy for them to take a lower-tier membership and begin to become more and more deeply engaged emotionally and financially.

How do you know people are willing to hand over more money beyond the price of an event ticket?

JA: We were very early Kickstarter users with a venue we founded called Silent Barn. We had an emergency that required money, and we then saw thousands of people become small donors for our space, which was eye-opening. We knew we had been building traction with every person who had come through our door, but never had a way to monetize it or understand it. KG: This mentality was applied to the success of the Babycastles membership program, which transformed that social capital from emergency support to sustainable support. We began testing how this applied to a small handful of pilot users, and in 2017, we've collected enough data from our initial user base to show that close to 20% of all audiences are looking to support these organizations beyond the price of the ticket. Parallel to our own research, Patreon has been growing in popularity, proving that there is a market for small-donor memberships as it applies to digital artists, journalists, YouTube creators, and other kinds of digital creatives. Supporters of these cultural movements clearly want to engage, and need a tool designed for the small businesses around them to do so. JA: The fundraising infrastructure in all of the United States is set up to focus on the 1% of your audience that might be able to give you $1,000 or more dollars a month, and never really below that. In truth, there's an increasing number of people, as the rents go up in a neighborhood and as cities change, who have the capacity to support these spaces so they can flourish in increasingly difficult financial environments. They're already paying for the ticket and coming to the show, so this helps all those other supporters in the remaining 99%.

Who signs up for the memberships?

JA: It’s people across the spectrum. The current accounts that we're running are primarily music venues, including a lot of large-scale music venues. Then there’s certainly art spaces, galleries, supper clubs, and other places and projects like that. Often it’s the spaces that operate as small businesses and the ones that are deeply cared for by the community around them that are most successful on the platform. Certainly, music and art are the backgrounds that we all share, but any of the spaces that are doing programming with a deeply engaged audience has Withfriends as a tool to financially connect with them more easily. KG: Our mission is to preserve culture and help make cities beautiful, so we’re targeting our platform for music venues and art spaces. Our focus is to tell event organizers that have at least 1,000 people coming a month that we’re here and that we can convert 20% of that thousand into 200 monthly supporting members of their space, and that their memberships will be a painless and easy process that integrates neatly with their events. With that in mind, our members are the 20% of existing audiences of these cultural spaces - the really enthusiastic folk that love and appreciate these spaces and have some money beyond the ticket price to give in order to be more connected and involved. We plan to expand the term culture to include more kinds of small businesses, like fashion, book stores, record shops, barber shops, or any small business is a cultural experience when you compare it to large corporate retail. When we get there, our membership population will be far more varied, and we’ll build cool services to help give them an inspiring membership experience for them to get them more meaningfully connected and in control of the places that they live.

How do you make money?

JA: We take a fee for ticket sales, memberships, and fundraising revenue. For fundraising revenue and memberships, we take 5%. That’s 5% of each monthly payment. For tickets, we take $1 and 2.5%. Over the last three months, we've had a little over $1,200 in revenue per month. We’ve had a few spikes, but the average has been $50 per account per month, so that's what we're targeting for our path forward: $50 a month for each small cultural space. KG: We’ve also just added a new type of customer -- the large music venue. We're piloting the first three right now; House of Yes, Le Poisson Rouge, and Elsewhere, each of which we project could sign hundreds of new members up every month. We’ll find out more about that model as we build.

How are you measuring progress?

JA: We have 88 accounts that we've targeted and are in active discussions with. We plan to be qualifying each new account for at least the rest of the year and maybe indefinitely. Of those 88 accounts, 25 are actively selling tickets and bringing in memberships. There's another 25 in the setup process. These accounts have generated about 8,000 attendees overall, and 20% of those have turned into members, so we've got 1,672 reoccurring members that have pledged almost $80,000. The biggest stats that I share with people when I'm talking to them about signing onto this platform are that it equals almost $10 for every one of their attendees, because if 1 out of every 5 of those attendees signed up for even $1 a month, that's an estimated $12 dollars to their annual budget. Those are the primary stats that we're looking at right now, alongside secondary -- but critical -- stats like our membership cancellation rate (4%) and how long it takes accounts to set up and begin producing fees (1-2 months), as well as our conversation rates from site visitors to signups (close to 10%). To maintain this growth, which historically has been about 15 new accounts into the system each month, we've built a network of what we've been referring to as “Jewellers.” This is essentially a commission-based team of salespeople. They are cultural influencers in New York and other cities around the country who are able to qualitatively approach these accounts and work with them to develop membership programs. We have one sales manager (our Top Jeweller) who's full-time now, and as we scale up the number of jewelers, we'll be scaling the number of sales managers to work with them to make sure they understand how to sell the product at a ratio of about 1 manager per 15 Jewellers. The reason that we use the term “Jeweller” is because we want to recognize all of these spaces as hidden gems in our community. We give them tools to polish the gems and make them shine in ways that people may not have understood before they started using this tool. We have an additional goal of adding one large venue a month, and by the end of February, we had three. For our small venue, $50 per month goals, we hope to get about 300 before the end of the summer, a little under 600 by the end of the year. A lot of this is happening through the Jewellers.

How do you plan to grow your services?

KG: We have a new product feature we can’t wait to release, which will make our ecosystem collaborative in a way we haven’t seen before in the fundraising landscape. Bookers, venues, and artists will be able to link up around memberships and honor each others’ benefits at an event they are partnering on. What that means is that my band, Loud Objects, could have a dozen supporters at $20/month - and they’ll get into all of my shows for free. Similarly for bookers & promoters and their supporters. Right now, this kind of setup is so hard to do that it’s pretty much inconceivable. The behavior doesn’t exist -- even though this is standard practice for institutions on the museum-level -- so this new tool is going to be game-changing and that’s exciting. And moreover: bookers, venues, and artists essentially partner on every single event that ever happens, and all of them are excellent fits for our membership tool. Building our platform with their collaboration in mind from the get-go will make it infinitely faster to bring our fundraising services to the people who need them, so it makes sense as a business. JA: And if that virality theory works, then that should boost our Jewellers’ capabilities. We have about 20 to 30 signups we pick from very carefully each month, but we should see that grow too. I can see us, by fall at the latest, moving from private beta to running this collaborative network publicly. We feel like we're at a place where they can intuitively do a good job, in which case we will allow people to get further in the setup process without approval from us and then see how fast we can run the machine. The product will also expand the Jeweller's capabilities, and we expect that to be out of private beta by fall.

Are there other companies doing what you're doing?

MH: The closest competitors in this space are obviously Kickstarter, their new product Drip, and Patreon, but none of them are offering this space-related model. No one else is targeting event spaces that already have a strong network of guests. The closest thing that we've researched is Kickstarter's Drip. At best, Drip is suited to artists with a studio practice that can be translated into digital deliverables, and it isn’t designed to meet the needs of small businesses and organizations. It shows there's definitely a market space for similar things, but there's no one who's really focusing on the needs of spaces with existing in-person communities. The territory for making membership programs easy to set up for small businesses is open. You can try to use Patreon for it, but it won't have any integration with the tools you need to manage events. It's very expensive to do that so it doesn't happen very often. And then Drip is this newcomer where we don't know what they're doing. They might decide to follow us or be interested in our space, but they've not shown signs of that so far. Their brand is aimed at creators and the development of individual creator campaigns has been slow. We want to beat them to the market if they decide to pivot into our market. Other cities have shown a real thirst for this product, and a variety of spaces are trying to do this on their own. We see examples of haphazard, home-grown attempts to create the kind of infrastructure that becomes effortless with our product. Somebody has their Google sheet where they're keeping track of memberships and they hand out a printout -- there's this need, but there are no tools for small businesses. Art spaces are our wheelhouse, but we see the same haphazard attempts at membership programs happening in restaurants, breweries, cafés, and more. Any small business that knows they have a loyal network will want to leverage that value.

Why should potential investors see you as the team that’s going to make this a success?

JA: We know these spaces intimately, which means we know the way they need to operate in terms of setting up and what those ticket buyers are going to be influenced by. We all have 10 years of experience being on either side of that equation. We understand how stressful it is. We understand how desperately they need the solution that we're putting out. It’s not just about knowing the product, but also having the network strategy that is integral to how these spaces survive and flourish through touring musicians, through the promotion of events and programs that they're putting on. Those are the same strategies that we're employing when releasing this product into the world, and we think that it is going to be extremely effective. KG: We’re already seeing that some of our core hypotheses might be true. One is that this is going to be a big year for small dollar memberships. And the other is that it’s a critical idea to make it radically easy to set up a great memberships program - which means that it’s strategic to focus on integrations. By integrating with Eventbrite, we’re proud now to already be working with Elsewhere, Le Poisson Rouge, and House of Yes -- some of the most legendary spaces in New York -- which demonstrates that our team has the insight to make good fundamental assumptions about the right approach. With investment directly from our friends, family, and community, we can reproduce the success so far at a fast pace while retaining the personal values that inspired us to start this business in the first place, and hopefully inspire you to invest in us.

What's been your biggest challenge so far?

KG: While we’ve all founded and led small to medium businesses, we’ve led nothing at this scale. Today, we’re at just upwards of 8,000 ticket-buyers. But we’re about to launch with some major venues, which - every month - will triple our entire history to date. That’s scary! How do we technically serve that many customers with a fast, great experience on our platform? How can we manage the impact of bugs? How do we make sure we’re saying the right thing to the right person at the right time, times 100,000? At a small scale, making a mistake for 1% of your customers is nothing - it’s 10 people a month, we let it go. But when 1% of your customers encountering a problem is 300 people a month, that’s no good. We’re committed to getting this right, but there’s a lot of decisions in that matrix and the juggle isn’t easy - it’s an area we can use mentorship. Regardless, we believe that the moment is now, and it’s only a matter of time before somebody else has a different idea of how to answer the same problems, so it’s important that we keep moving as fast as possible.

Why did you decide to raise money through equity crowdfunding?

JA: We're running this race, which we've talked about a couple of different times. The most important components of this race are our sales team and branding. We need to nail those as fast as possible and as broadly as possible. This opportunity is available in 2018, and 2018 is when the fate of this particular new form of supporting art spaces is going to be defined. We plan to be the ones who are recognized as the platform to go to and the ones solving this issue. We spent all of last year nailing these projections and we're no longer guessing about how many people will convert, or whether people will convert, or whether this is something that works. We know that it works, and now we just need to get it out there to as many quality art spaces as we can. We went with a crowd-equity platform because of how we’ve lived our lives before starting this company. The reasons why we started the company in the first place are all based on how we can make supporting the projects that we care about as accessible as possible. We've learned a lot about how the investment structures work for a company of our scale, and we're very excited about what crowdfunding offers communities beyond your typical investor. We want the platform that we’re building to not only support and create value for the venues, but we would love to make the entire investment structure accessible to not just the 1% of our audience that might be able to help us close our round on their own, but the whole 20% of that community that really cares about what we're doing and believes in it. KG: Inequality is one of the biggest problems of our time right now. We need to close the wealth gap. We have a track record of working extremely hard to deliver on promises to previous investors in other projects, and we're relentless about succeeding. If we can move at least some of the profit of that investment to the community that supports these spaces, that's much better for our personal identities and motivation to work hard than another form of funding. It would be awesome if crowdfunding can scale up forever, but at least we want to start here.

1	Since launching, 8,500+ attendees have bought tickets for 450+ events.
2	1700+ of those attendees became members (~20%), raising over $100k in additional revenue, or $11 for every attendee
3	We've targeted and are in active discussions with over 120 accounts, with over 30 launched.
4	Founders all have 10+ years experience as arts-based entrepreneurs in New York City.
5	Piloting program with 3 large music venues -- House of Yes, Le Poisson Rouge, and Elsewhere -- each projected to sign hundreds of new members up every month.
6	Imminent product feature will make it 3x faster to bring our fundraising services to the people who need them.
7	Filing over $1,200 in monthly revenue while in private beta mode.

1	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.
2	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.
3	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.
4	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.
5	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.
6	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
7	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.
8	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.
9	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.
10	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.
11	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.
12	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.
13	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.
14	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.
15	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.
16	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.
17	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.
18	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.
19	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.
20	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.
21	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.
22	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.
23	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.
24	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.
25	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.
26	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.

Holder	Securities Held	Voting Power
Joe Ahearn	20,500,000 Common Stock	20.5%
Kunal Gupta	44,500,000 Common Stock	44.5%

Date	Amount	Security
11/2018	$106,557	SAFE
06/2017	$14,776	SAFE
01/2015	$84,204	Convertible Note
03/2018	$50,000	SAFE
02/2016	$52,676	Convertible Note

Issued	Amount	Interest	Discount	Valuation Cap	Maturity
01/31/2015	$84,204	4.0%	70.0%	$6,000,000	11/15/2016
02/01/2016	$52,676	4.0%	70.0%	$6,000,000	11/15/2016

Name	Kunal Gupta
Amount Invested	$14,776
Transaction type	Safe
Issued	06/30/2017
Discount rate	20.0
Valuation cap	$5,000,000
Relationship	CEO
Kunal Gupta gave money for working capital in return for a future promise of Common Stock

$50,000	50% PRODUCT Provide a software update for the primary product targetting music venues and arts spaces. Build and modify new collaboration features into the product to make it easier to onboard bookers, promoters, and artists, to help venues, bookers, promoters, and artists to use our product together, and to incentivize venues, bookers, promoters, artists to onboard each other. 45% MARKETING Run event based marketing campaigns for venues and bookers Scaling costs (Office, Server, Software) General Working Capital Escalate sales team 5% Wefunder Intermediary fee
$107,000	30% PRODUCT Provide a software update for the primary product for music venues and arts spaces. Build and modify new collaboration features into the product to make it easier to onboard bookers, promoters, and artists, to help venues, bookers, promoters, and artists to use our product together, and to incentivize venues, bookers, promoters, artists to onboard each other. Build and fine tune our member experience, so that we can increase our member community and the value of our network. 30% MARKETING Additional event based marketing campaigns for venues / bookers, along with digital campaign for them. 15% Scaling costs (Office, Server, Software) 10% General Working Capital 10% Escalate sales team 5% Wefunder Intermediary fee
$350,000	30% PRODUCT Provide a software update for the primary product for music venues and arts spaces. Build and modify new collaboration features into the product to make it easier to onboard bookers, promoters, and artists, to help venues, bookers, promoters, and artists to use our product together, and to incentivize venues, bookers, promoters, artists to onboard each other. Build and fine tune our member experience, so that we can increase our member community and the value of our network. Build out integrations with other payment technology platforms that make it easier to onboard other retail & service small businesses. Build other online retail integration for online only cultural businesses. 30% MARKETING Additional event based marketing campaigns for venues / bookers, along with digital campaign for them, as well as develop branded rewards 15% Scaling costs (Office, Server, Software) 10% General Working Capital 10% Escalate sales team 5% Wefunder Intermediary fee

Why you may want to support us...

Why investors us

we've raised $308,463 since our founding

Our team

And Our Major Accomplishments

In the news

Downloads

Preserving Culture Through Simple Memberships

Keeping Amazing Spaces Afloat

We Occupy a Unique Spot in the Fundraising Market

Our Progress So Far

Let's Preserve Culture in Our Cities Together

Both Our Revenues and Markets are Growing

Investor Q&A

Financials

At a Glance

Risks

Details

The Board of Directors

Officers

Voting Power

Past Equity Fundraises

Convertible Notes Outstanding

Outstanding Debts

Related Party Transactions

Use of Funds

Capital Structure

Form C Filing on EDGAR

Withfriends 2020

Scanning tickets, building value for Gems, modernizing cultural memberships

Sharing exciting growth, talking about engineering, dreaming of Punjabi Deli

Making values visible, and welcoming Ruca.vc withfriends

The Next Chapter Withfriends

Members-only Party at Elsewhere!

We raised $50,000 to grow withfriends!

Last Week withfriends #2

Last Week withfriends #1

Are you sure you want to delete this?

Are you sure you want to delete this?

Are you sure you want to delete this?

Are you sure you want to delete this?

Are you sure you want to delete this?

Are you sure you want to delete this?

Are you sure you want to delete this?

Are you sure you want to delete this?

Are you sure you want to delete this?

Ask a Question

Your commitment was sent

Join 559,551 investors who funded 424 startups with over $153.5 million1

View Reg D, A+ and Reg CF Breakdown

Signup

Forgot password?

Join 559,551 investors who funded 424 startups with over $153.5 million¹