Transforming Wood Heat into Clean Energy
We experienced substantial revenue growth, more than 100% YOY growth in product line and employees, to keep up with the demand
Based on extensive internal research and public data analysis, there are well over 100 million wood stove users worldwide and 1.5 million wood stoves are sold annually.
Due to new 2020 EPA emissions standards for wood stoves, we discovered more than half our competitors have been taken off the market, while MF Fire remains one of the very few companies to have met these requirements from the beginning.
MF Fire is transforming wood heat into clean energy. We create smart wood burning technology and products that are efficient, safe, easy to use and good for the environment.
Maximum Number of Shares Offered subject to adjustment for bonus shares
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.
MF Fire, Inc.
3031 Washington Blvd, G, BALTIMORE, MD 21230
Minimum Investment Amount
Minimum Number of Shares Offered
Maximum Number of Shares Offered
Price per Share
This offering is being conducted on an expedited basis due to circumstances relating to COVID-19 and pursuant to the SEC’s temporary regulatory COVID-19 relief set out in Regulation Crowdfunding §227.201(z).
Expedited closing sooner than 21 days
Further, in reliance on Regulation Crowdfunding §227.303(g)(2) A funding portal that is an intermediary in a transaction involving the offer or sale of securities initiated between May 4, 2020, and Feburary 21, 2021, in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) by an issuer that is conducting an offering on an expedited basis due to circumstances relating to COVID-19 shall not be required to comply with the requirement in paragraph (e)(3)(i) of this section that a funding portal not direct a transmission of funds earlier than 21 days after the date on which the intermediary makes publicly available on its platform the information required to be provided by the issuer under §§227.201 and 227.203(a).
Voting Proxy. Each Subscriber shall appoint the Chief Executive Officer of the Company (the “CEO”), or his or her successor, as the Subscriber’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to, consistent with this instrument and on behalf of the Subscriber, (i) vote all Securities, (ii) give and receive notices and communications, (iii) execute any instrument or document that the CEO determines is necessary or appropriate in the exercise of its authority under this instrument, and (iv) take all actions necessary or appropriate in the judgment of the CEO for the accomplishment of the foregoing. The proxy and power granted by the Subscriber pursuant to this Section are coupled with an interest. Such proxy and power will be irrevocable. The proxy and power, so long as the Subscriber is an individual, will survive the death, incompetency and disability of the Subscriber and, so long as the Subscriber is an entity, will survive the merger or reorganization of the Subscriber or any other entity holding the Securities. However, the Proxy will terminate upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933 covering the offer and sale of Common Stock or the effectiveness of a registration statement under the Securities Exchange Act of 1934 covering the Common Stock.
*MF Fire retains the right to not select individuals for Beta programs and trials it believes are affiliated with organizations it considers to be competitors
*Maximum Number of Shares Offered subject to adjustment for bonus shares. See Bonus info below.
All Investor Owners Club
All investors get a one-time 15% discount on any order, product or accessory
Investors get to hear about new products before they are publicly available and have the opportunity to pre-buy any product, ensuring they are first in line!
Friends and Family - First 72 hours | 15% bonus shares
Super Early Bird - Next 72 hours | 10% bonus
Early Bird Bonus - Next 7 days | 5% bonus shares
Tier 1 perk - $500 | 10% perpetual discount on all products + access to online MF Fire Master Class sessions on topics such as How to Make a Fire Last All Night, How to Make a Fire Tornado, The Art of Fire
Tier 2 perk - $1000+ |Investors will get unique access and opportunities to test drive new technology and products* | All previous tier perks
Tier 3 perk - $2,500+, + 5% bonus shares | All previous tier perks
Tier 4 perk - $5,000+, + 5% bonus shares | All previous tier perks + free Delta firepit in your choice of finish + 1 on 1 session with Taylor Myer or Ryan Fisher, co-founders of MF Fire. (Learn from the masters via a personal zoom or phone session. Burning questions? High schooler’s science project or interview for class? It’s your call!)
Tier 5 perk - $10,000+, + 5% bonus shares | All previous tier perks + 20% lifetime discount on all products
Tier 6 perk - $25,000+, + 10% bonus shares | All previous tier perks
Tier 7 perk - $50,000+, + 15% bonus shares | All previous tier perks
*MF Fire retains the right to not select individuals for Beta programs and trials it believes are affiliated with organizations it considers to be competitors.
*All perks occur when the offering is completed.
MF Fire, Inc. will offer 10% additional bonus shares for all investments that are committed by investors that are eligible for the StartEngine Crowdfunding Inc. OWNer's bonus.
This means eligible StartEngine shareholders will receive a 10% bonus for any shares they purchase in this offering. For example, if you buy 100 shares of common stock at $1.15/ share, you will receive and own 110 shares for $115. Fractional shares will not be distributed and share bonuses will be determined by rounding down to the nearest whole share.
This 10% Bonus is only valid during the investors eligibility period. Investors eligible for this bonus will also have priority if they are on a waitlist to invest and the company surpasses its maximum funding goal. They will have the first opportunity to invest should room in the offering become available if prior investments are cancelled or fail.
Investors will only receive a single bonus, which will be the highest bonus rate they are eligible for.
Irregular Use of Proceeds
The company will not incur any irregular use of proceeds.
Since its 2008 founding at MIT, the CEP has awarded more than $2 million to help launch clean-energy startups. The top prize for energy efficiency (and an Audience Choice Award) went to a University of Maryland team, MF Fire, and its Mulciber Stove — a woodstove equipped with sensors and a control
T-minus 16 hours
At midnight on the West coast, our Reg CF offering will end.
We are so close to our goal. We pushed past 600 investors!
We need to raise $42,500.
Help us catch fire in the final hours!
I know we can do this, but we need your help.
Please help us cross the finish line strong.
The clock is ticking. I can almost hear the theme music to '24'. Ask yourself, "What would Jack do?". He would ACT because there might not be a tomorrow unless he saves the world!
Your time to invest in MF Fire is coming to a quick end. We have world changing stuff to do. And you have a bigger role to play than even Jack Bauer. We need your help now. With 48 hours to go, we have one more funding goal. Help us get there. Invest for the first time; reinvest and claim a bigger investor role; and help set the company up for maximizing our growth and impact.
Invest while there is still time...
T-minus 4 days! We are in the final week of our campaign. You have helped make this offering a big success and we welcome all of our new investors to the MF Fire family.
We have one final goal and I ask for all your help to achieve it. We want this campaign to hit the maximum goal of $534K. This goal is not arbitrary, and it helps both the company and you as investors. At some future point, we are likely to raise additional growth funds - always a good thing - and we will likely use Reg CF or Reg A as our funding method. Having a maxed out or oversubscribed round allows us to generate additional new investor interest when we get to that point and to do so at higher valuation, thus making your investment worth more.
We will also put the incremental investment to good work in the meantime. The last month has been incredibly exciting for MF Fire as we've secured new distributors and expanded the relationship with existing partners that allow us to cover Canada and large parts of the US. That grow means we are stepping up manufacturing and more than doubling production this year.
Please consider adding to your investment. Help us achieve our strategic investment goal and fuel what is shaping up to be another record year!
Do you get the feeling that 2021 is going to be a great year?
At MF Fire, we are fired up about early season successes that provide great optimism about the year ahead. To start off with, we secured our first Canadian distributor, providing a solid foundation from which to expand sales to our northern neighbors, who are some of the biggest users of wood stoves anywhere. 2021 provided another first - it is the first year we are large enough with brand momentum to offer and execute a successful "Early Buy" program by which we secured large early season commitments from both distributors and retailers. This provides committed revenue and manufacturing forecast accuracy to help our operations, as well as demonstrates our partners' commitment to selling MF Fire products. The majority of our distributors, and high volume retailers have placed early buy orders.
We are close to our maximum goal. Help us get there and light a fire under 2021!
More than 80% of the way with 3 weeks to go!
Invest again, or for the first time, and help us hit 100% of our funding goal!
[The following is an automated notice from the StartEngine team].
As you might know, MF Fire has exceeded its minimum funding goal. When a company reaches its minimum on StartEngine, it's about to begin withdrawing funds. If you invested in MF Fire be on the lookout for an email that describes more about the disbursement process.
This campaign will continue to accept investments until its indicated closing date.
Thanks for funding the future.
Which milestone should we celebrate?
Reaching $400,000 in investment from awesome people to help turbo charge our growth?
Or 500 investors who joined MF Fire in our mission to transform wood heat into clean energy?
Let's Celebrate Both!
A big shout out and thank you for enabling MF Fire to reach these twin milestones at the same time!
But we're on a mission -- now that we've celebrated, we must return to changing the world!
Help us reach our next twin milestones: max'ing out our campaign and reaching 600 investors.
If you've been following us, you've seen our progress. Despite everything that's happened in the last year, MF Fire has been laser focused and thrived in uncertain times.
Invest in MF Fire today. Every new investor and investment makes a difference!
MF Fire reached a milestone this past week with the delivery of the first units of a new product called Fire MAPS, a project heavily funded by the US Department of Energy. Fire MAPS creates a new category called the retrofit market for wood stoves, as the first IoT product designed to work with any wood stove installed worldwide. This opens a new category of 100 million installed units, in which MF Fire is the first to market. As this product relies heavily on technology and expertise not found in our competitors, we anticipate maintaining a first mover advantage for a substantial period of time.
This product, expected to retail for $150, is designed to deliver a rapid economic return to purchasers from the use of their existing wood stoves, while simultaneously resulting in massive emissions reductions - a win for everyone. We will be running customer trials throughout 2021, with expected full market launch in 2022.
There has never been a better or more promising time to join MF Fire. Invest now and help us change the world!
[The following is an automated notice from the StartEngine team].
Hello! Recently, a change was made to the MF Fire offering. Here's an excerpt describing the specifics of the change:
MF Fire, Inc. extended the length of their campaign.
When live offerings undergo changes like these on StartEngine, the SEC requires that certain investments be reconfirmed. If your investment requires reconfirmation, you will be contacted by StartEngine via email with further instructions.
Like many of you, I was shocked by the devastation in the wake of last week's winter storm. Large parts of the country were left without heat when they needed it most, and some of those fortunate enough to have power experienced financial ruin at heating and electricity bills that were up to 100x higher than normal. While MF Fire's core value proposition is about delivering clean, efficient heat, I wanted to take a moment to share other very important benefits our customers enjoy every day.
Weatherproof - no matter what winter conditions what Mother Nature throws at you, you will always have heat.
Heating Independence - no matter what calamity strikes your power company or grid, you are in total control.
Affordable - wood has been shown time and time again to be one of the lowest cost heat sources, and if you or neighbors are fortunate enough to have property with trees, you also can enjoy a constant free source of heat. Interesting fact: 80% of wood burned in the US comes from naturally fallen trees - not cut. These are trees that otherwise simply decay.
Harsh winters are growing more common with climate change and our overly taxed power grids means more situations like the one in Texas and other parts of the country. Help us solve the big challenges like emissions, and the smaller, but no less important challenges of individuals like predictable, affordable heat that you control. Invest in MF Fire today!
Congress Passes Massive Financial Incentive to Buy High Efficiency Wood Stoves like MF Fire's
Congress recently passed a new 26% tax credit for high efficiency modern wood stoves! The new tax credit provides a 26% tax credit for the installed cost, including purchase price, sales tax, labor costs, and items necessary for installation, such as venting and floor protection. This is the largest rebate ever for consumers, covering every state, and providing huge incentives for customers to buy many of our products. For qualifying products, like our Nova 2 freestanding, inserts and towers, this also creates a huge competitive advantage over the majority of products, which don't qualify. This tax credit can save buyers $1,000s. When added to our products' amazing benefits, MF Fire stands to gain big as we accelerate into 2021!
Invest in MF Fire today!
And join hundreds of other investors helping us revolutionize the wood heat industry!
StartEngine Owner’s Bonus
This offering is eligible for the StartEngine Owner’s 10% Bonus program. For details on this program, please see the Offering Summary section below.
All Investor Owners Club
All investors get a one-time 15% discount on any order, product or accessory Investors get to hear about new products before they are publicly available and have the opportunity to pre-buy any product, ensuring they are first in line!
Tier 1 perk
10% perpetual discount on all products + access to online MF Fire Master Class sessions on topics such as How to Make a Fire Last All Night, How to Make a Fire Tornado, The Art of Fire
Tier 2 perk
Investors will get unique access and opportunities to test drive new technology and products* | All previous tier perks
Tier 3 perk
5% bonus shares | All previous tier perks
Tier 4 perk
5% bonus shares | All previous tier perks + free Delta firepit in your choice of finish + 1 on 1 session with Taylor Myer or Ryan Fisher, co-founders of MF Fire. (Learn from the masters via a personal zoom or phone session.
Tier 5 perk
5% bonus shares | All previous tier perks + 20% lifetime discount on all products
Tier 6 perk
10% bonus shares | All previous tier perks
Tier 7 perk
15% bonus shares | All previous tier perks
Cancel anytime before 48 hours before a rolling close or the offering end date.
How much can I invest?
With Regulation A+, a non-accredited investor can only invest a maximum of 10% of their annual income or 10% of their net worth per year, whichever is greater. There are no restrictions for accredited investors.
With Regulation Crowdfunding, non-accredited investors with an annual income or net worth less than $124,000, are limited to invest a maximum of 5% of the greater of those two amounts. For those with an annual income and net worth greater than $124,000, he/she is limited to investing 10% of the greater of the two amounts.
When will I receive my shares?
At the close of an offering, all investors whose funds have “cleared” by this time will be included in the disbursement. At this time, each investor will receive an email from StartEngine with their Countersigned Subscription Agreement, which will serve as their proof of purchase moving forward.
Please keep in mind that a company can conduct a series of “closes” or withdrawals of funds throughout the duration of the campaign. If you are included in that withdrawal period, you will be emailed your countersigned subscription agreement and proof of purchase immediately following that withdrawal.
What will the return on my investment be?
StartEngine assists companies in raising capital, and once the offering is closed, we are no longer involved with whether the company chooses to list shares on a secondary market, or what occurs thereafter. Therefore, StartEngine has no control or insight into your investment after the close of the live offering. In addition, we are not permitted to provide financial advice. You may want to contact a financial professional to discuss possible investment outcomes.
Can I cancel my investment?
For Regulation Crowdfunding, investors are able to cancel their investment at any point throughout the campaign up until 48 hours before the closing of the offering. Note: If the company does a rolling close, they will post an update to their current investors, giving them the opportunity to cancel during this timeframe. If you do not cancel within this 5-day timeframe, your funds will be invested in the company, and you will no longer be able to cancel the investment. If your funds show as ‘Invested’ on your account dashboard, your investment can no longer be canceled.
For Regulation A+, StartEngine allows for a four-hour cancelation period. Once the four-hour window has passed, it is up to each company to set their own cancelation policy. You may find the company’s cancelation policy in the company’s offering circular.
Once your investment is canceled, there is a 10-day clearing period (from the date your investment was submitted). After your funds have cleared the bank, you will receive your refund within 10 business days.
Refunds that are made through ACH payments can take up to 10 business days to clear. Unfortunately, we are at the mercy of the bank, but we will do everything we can to get you your refund as soon as possible. However, every investment needs to go through the clearing process in order to get sent back to the account associated with the investment.
What is the difference between Regulation Crowdfunding and Regulation A+?
Both Title III (Regulation Crowdfunding) and Title IV (Reg A+) help entrepreneurs crowdfund capital investments from unaccredited and accredited investors. The differences between these regulations are related to the investor limitations, the differing amounts of money companies are permitted to raise, and differing disclosure and filing requirements. To learn more about Regulation Crowdfunding, click here, and for Regulation A+, click here.