INVESTMENT OPPORTUNITY
Convertible Promissory Notes
Note converts to equity when the company raises $5,000,000 in a qualified equity financing
Maturity Date: November 30, 2019
$7,000,000 Valuation Cap
20% Discount Rate
2% Annual Interest Rate
Maximum ($1,070,000) of Convertible Promissory Notes
Minimum ($10,000) of Convertible Promissory Notes
Company
| Farm.One, Inc.
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Corporate Address
| 15 William Street Apt 14B, New York, NY 10005
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Description of Business
| Farm.One builds and operates indoor farms, growing specialty produce for chefs.
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Type of Security Offered
| Convertible Notes
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Minimum Investment Amount (per investor)
| $500
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What is a Convertible Note?
A convertible note offers you the right to receive shares in Farm.One, Inc. The number of shares you will receive in the future will be determined at the next equity round in which the Company raises at least $5,000,000 in qualified equity financing. The highest conversion price per share is set based on a $7,000,000 Valuation Cap or if less, then you will receive a 20% discount on the price the new investors are purchasing. You also receive 2% interest per year added to your investment. When the maturity date is reached, if the note has not converted then you are entitled to either receive your investment and interest back from the company or convert into equity.
Perks*
$5,000+ A guided tour of the Farm.One farm in Tribeca for up to 4 people. Date and time of tour to fall on a Monday-Thursday between 4pm-8pm. Investor is responsible for booking the tour, through a web link provided by Farm.One at a time after investment has been received. Tours must be booked before May 31, 2018, and the last eligible tour date is June 28, 2018. Investor may invite additional guests, at a standard price of $50 per guest, by giving Farm.One at least 24h notice upon booking, via email or phone call. Duration of tour is 60 minutes. Farm.One reserves the right to combine tour groups together, and there is no guarantee that the tour will be private.
Investors unable to visit New York before June 28, 2018 may opt to substitute this Perk for a Farm.One T-shirt.
$10,000+ A gift box of fresh herbs and flowers, delivered to any US address. The gift box features a generous selection of Farm.One produce, giving the Investor a taste of the variety and visual appeal of the company's product. Product selection within the box to be determined by Farm.One staff.
Investors unable to receive fresh product due to a non-US location may opt to substitute this Perk for a Farm.One T-shirt.
Investor must indicate their mailing address using forms provided by Farm.One, before May 31, 2018 to receive this Perk.
$20,000+ A custom framed and signed print measuring 24x24", consisting of a Farm.One plate, example here: https://www.instagram.com/p/BaHG4hHnONH/?taken-by=farm.one. The print is guaranteed to be in an edition of 1. Cost of shipping print to any reasonable worldwide address is included. While the Investor may indicate a preference, final choice of print is at the discretion of Farm.One staff. For a sample of additional Farm.One "Plates" view the company's Instagram account at http://instagram.com/farm.one.
Investor must indicate their mailing address using forms provided by Farm.One, before May 31, 2018 to receive this Perk.
$50,000+ A special dinner for up to 4 persons at Double Zero, 65 2nd Avenue, New York. Menu items to feature a special selection of Farm.One ingredients. The investor can order any dish as they please, up to $500 in total costs for the entire party dining ("Purchase Limit"). Any and all additional food or beverage orders during the meal beyond the Purchase Limit are at the expense of the Investor. All reasonable dietary restrictions can be accommodated. Date and time of the dinner to fall Monday through Saturday, on an available evening as mutually agreed with Double Zero. At the Investor's request, Farm.One staff may join the meal. Any Farm.One staff dining are not included in the maximum 4 persons and do not impact the $500 limit.
The Special Dinner Perk must be booked before May 31, 2018, and the last eligible dining date is June 30, 2018. Investors unable to visit New York in time to take advantage of this Perk may receive a Perk of equivalent value, as agreed with Farm.One.
$100,000+ A private dinner for up to 4 persons in the Private Dining Room at Atera, 77 Worth Street, New York. The dinner features a set menu featuring Farm.One ingredients by chef Ronny Emborg, and beverage pairings. Any and all beverage orders during the meal beyond standard pairings is at the expense of the Investor. All reasonable dietary restrictions can be accommodated. Date and time of the dinner to fall Monday through Saturday, on an available evening as mutually agreed with Atera staff. At the Investor's request, Farm.One staff may join the meal. Any Farm.One staff dining are not included in the maximum 4 persons.
The Private Dinner Perk must be booked before May 31, 2018, and the last eligible dining date is June 30, 2018. Investors unable to visit New York in time to take advantage of this Perk may receive a Perk of equivalent value, as agreed with Farm.One.
*All perks occur after the offering is completed.
The Company might incur Irregular Use of Proceeds that may include but are not limited to the following over $10,000: Vendor payments and salary made to one's self; Any expense labeled "Administration Expenses" that is not strictly for administrative purposes; Any expense labeled "Travel and Entertainment"; Any expense that is for the purposes of inter-company debt or back payments.
A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can afford to lose your entire investment. In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document. The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature. These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.