Whooshh Innovations offering is now closed and is no longer accepting investments.
INVEST IN WHOOSHH INNOVATIONS TODAY!
Fish passage solutions
$1,427,677.92 Raised
REASONS TO INVEST
SAVE the fish: Now deploying novel products designed and developed to improve fish welfare, fish passage and spawning success.
FEED the planet: Fish provide critical nutrients for the planet’s ecosystems and are the number one protein for the people on it.
GROW clean energy: By enabling more efficient use of our water resources, we accelerate the growth of clean renewable energy.
Overview
Saving Fish, Clean Water, and the Planet
Here are the facts:
Whooshh tackles all issues at once, using safe, sustainable fish passage solutions to do it.
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We’ve focused all our energy and resources on developing game-changing fish sorting and passage solutions economical for its users, and for the shared water resources. We’re now starting to deploy our proprietary systems all over the world - making a difference and an impact.
The Problem
Climate Change is Impacting Fish Migration
Supporting native fish populations is more critical now than ever, and we can begin to do that today. Native fish are an integral part of their habitats and ecosystems - playing an important role in nutrient cycles, and a crucial part of the food chain.
Many of these fish like salmon, eel, lamprey, and shad depend on migrating thousands of miles to reach freshwater spawning ground and habitats each year.
Now, faced with growing challenges such as climate change, habitat loss, and invasive species, this crucial migration is becoming increasingly difficult.
There is an urgent need for safe, effective fish passage without also enabling invasive fish species that could do further damage.
The Solution
We Keep Fish Swimming
We believe that supporting renewable energy is an important part of the fight against climate change, and an essential component of caring for our earth.
Hydropower is the largest producer of renewable energy in the world - so we developed a better way for hydropower and healthy native fish populations to coexist.
Our goal is to restore native fish species to their historical numbers to feed the planet and the people on it - while simultaneously enabling hydropower a more efficient use of the shared water resources.
Our Passage Portal lets fish swim on their own, and the system selectively sorts the fish before they glide through our Migrator Tubes, regardless of geography, height of obstacle, or changing water levels, all in less than a minute.
We integrated scanning, sorting and invasive species removal features in order to enable selective fish passage. This way, we never stop collecting images and data and learning about the local habitat - and the fish who call it home.
The Market
Our Channels
The problems we’re trying to help solve are enormous, but so is the business opportunity.
Our customers include:
- Private and public dam owners
- Federal and state agencies
- Aquaculture producers
- Seafood processing companies
- Fisheries managers and researchers
- Tribes and first nations
Our Traction
A Stream of Success
Here’s our timeline of accomplishments:
48 Patents granted, and more than 50 others pending
20 Independent studies completed (source)
2014 First Salmon Cannon sold to Washington Dept. Of Fish and Wildlife
2014 Salmon Cannon goes viral
2017 First pilot Passage Portal deployed on non-powered dam
2018 National Hydropower Association – OSAW Award winner (source)
2019 First Floating Passage Portal Pilot deployed at hydropower dam
2020 Nine deployments and cash flow positive for the year
What We Do
Think Hyper-loop for Fish
Here's how it works: Fish swim in on their own, have their picture taken using our FishL Recognition Scanner to determine among other things, species and size. Our system is so smart, it can also help with selective fish passage, ensuring only native fish move through a waterway upstream or downstream, and it can stop unwanted or invasive species.
The maximum capacity of one Passage Portal is about 40 fish per minute or 57,600 fish per day. In short, we enable fish to transport themselves over land without stress or injury in a flexible, misted tube.
We enable native live fish species to glide over land from point A to Point B in seconds without requiring the use of large quantities of water and power.
We create this hyper-loop with five different Migrator Tubes to be used with:
- The Passage Portal™ for Fish Passage applications
The Salmon Cannon™ for fish handling operations
And we take our designing seriously. That’s why when developing our systems, we first research, study, and evaluate fish behavior and preferences so we really get it right for the fish first.
We take into account their…
Safety
Stress
Passage Success
Migration Time
Spawning Success
With our passage systems, we are able to…
Increase hydropower production up to 10% without additional infrastructure
Reduce ongoing reporting and compliance headaches
Improve the safe, timely, and effective passage of native fish species
The Business Model
Our Strategy
In 2020 alone, we recognized $5.6 million in revenue, with a EBIDTA of $2.92 million and a gross margin of over 90%.
There are five ways we generate such revenue:
(Our fifth revenue system will evolve over time with sufficient scaling... )
How We Are Different
Paving the Passage
In the Fish Passage space, our competitors are typically civil engineering firms who produce expensive, custom solutions that only kind-of work for some native species and too often do work for many invasive species.
Our systems are modular, flexible, and cost a fraction of the amount to build and operate - assuring a better, safer migration for native fish.
They assist native fish to pass over dams in seconds rather than days to reclaim access to their spawning grounds. This means fish get over the dam faster, expending less energy, experiencing less stress, and therefore getting to cooler, safer, water and spawning habitat.
We do not require concrete structures or any extra, unnecessary use of water.
In the Aquaculture space, our gentle handling of fish without pumping large volumes of wastewater reduces injuries, mortalities, and stress - overall improving survivability, fecundity, taste, shelf life and product value.
The Vision
SAVE the Fish, FEED the Planet, GROW Clean Energy
Within 3-5 years, Whooshh intends to be the unquestioned worldwide leader in fish passage and monitoring technologies - spanning from high head dams on all major rivers across the globe to low head barriers on their tributaries.
OUR LEADERSHIP
Elemental Leaders
The ancient Greeks named the four basic elements of life: earth, air, fire, and water.
Today, we call them: food, air, energy, and water. Our products touch all of these core elements of life, and as a result, we continue to attract the best talent to support our mission.
We have a novel product solution that the public loves to support. We believe we will be successful because the public gets it, and with their support we can do great things: Save the Fish, Feed the Planet, Grow Clean Energy and create a multi-generational investment in our future for our shareholders.
Here’s the team behind that mission:
Vincent Bryan III, CEO and President
Adobe Systems, Site Manager
Founders Award Winner
Masters Transnational Bus. Transactions
Janine Bryan, VP of R&D
NIH, Merck - (Gardasil)
PHD – Micro Immunology
Marc Haugen, Board of Directors
Cepheid, Applied Materials,
Lam Research, Capta
Siao Ling Kok, Sr. Controller
MI Controls Inc.
Nautilus Marine Enterprises
Masters Business Administration
Vincent Bryan Jr., Chairman Board of Directors
Spinal Dynamics, Medtronic, Gorge Amphitheater, Columbia River Reserve, PreActive
Why Invest
We’re on Food and Energy’s Doorstep
Our investors are funding the future of the two largest industries in the world: food and energy. And there’s an emerging growth company within it: fish - one of the primary sources of protein in many countries of the world (source).
Our solutions enable both these industries to sustainably grow. Further, the regulatory environment has become increasingly favorable by requiring fish passage where there are barriers and improving upon the infrastructure that is there to stay.
The planet needs wild fish to sustain itself, just as we need farmed fish and clean hydropower to sustain ourselves.
It isn’t often one can invest in a company that has a worldwide market opportunity that impacts fish, air, clean energy, and the oceans to help feed the planet. With our recurring PaaS business model, our upfront costs to customers are low, the recurring revenue is long, and the opportunity, extraordinary.
ABOUT
HEADQUARTERS
2001 West Garfield Street, Bldg 156
Seattle, WA 98119
WEBSITE
View Site
Whooshh is disrupting the world of fish passage with solutions that enable selective fish passage, restore natural habitat, and limit CO2.
TERMS
Whooshh Innovations
Overview
PRICE PER SHARE
$1.50
DEADLINE
Jul 8, 2022
VALUATION
$84.91M
AMOUNT RAISED
$1,427,677.92
Breakdown
MIN INVESTMENT
$300
MAX INVESTMENT
$106,999.50
MIN NUMBER OF SHARES OFFERED
6,666
OFFERING TYPE
Equity
ASSET TYPE
COMMON
SHARES OFFERED
Common Stock
MAX NUMBER OF SHARES OFFERED
3,333,333
Maximum Number of Shares Offered subject to adjustment for bonus shares
Company | : | Whooshh Innovations Inc. |
Corporate Address | : | 2001 West Garfield Street, Bldg 156, Seattle, WA 98119 |
Offering Minimum | : | $9,999.00 |
Offering Maximum | : | $4,999,999.50 |
Minimum Investment Amount(per investor) | : | $300.00 |
Terms
Offering Type | : | Equity |
Security Name | : | Common Stock |
Minimum Number of Shares Offered | : | 6,666 |
Maximum Number of Shares Offered | : | 3,333,333 |
Price per Share | : | $1.50 |
Pre-Money Valuation | : | $84,912,372.00 |
*Maximum Number of Shares offered subject to adjustment for bonus shares. See Bonus info below.
Live Offering Perks*
Friends and Family - First 72 hours | 15% bonus shares
Super Early Bird - Next 72 hours | 10% bonus shares
Early Bird Bonus - Next 7 Days | 5% bonus shares
After the early birds
First Volume Tier -- 25,000 - 10% bonus
Second Volume Tier -- 50,000 - 15% bonus
* Note these perks do stack with the other live offering perks. All perks occur when the offering is completed.
The 10% StartEngine Owners' Bonus
Whooshh 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 $1.50 / share, you will receive 110 shares of Common Stock, meaning you'll own 110 shares for $150. 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.
PRESS
ALL UPDATES
02.22.23
Our Community Joins In! | Insider Investment Notice
We're excited to see our community come in and invest in Whooshh! This month of February we have had Whooshh insiders (including employees) invest a total of $23,091 through Reg. CF in the offering on Startengine! During the same time period Whooshh insiders have invested an additional $654,768 directly with the company through Reg. D, at the same per share price with bonus share terms as is available on Startengine.
We hope you join in as well!
Please refer to the Company’s offering materials on Startenegine for further information and refer to the Company’s Risk Factors.
07.07.22
The Very Last Minute to Invest is Today at 11:59 p.m.
Image: Lake Union on July 4, 2022, just a few minutes from Whooshh headquarters at Pier 91, Port of Seattle.
If you have waited until the last day, don’t wait until the very last moment. We have finally arrived at the last hours of this campaign. Don’t let the chance slip away. The round closes on July 7, 2022 at 11:59 pm Pacific Time.
This is expected to be the last update prior to the closing of this round. For the more than 1000 new investors, we will be communicating directly with you in the days, weeks, and months that follow through your email and contact information you have provided on StartEngine. You will continue to be able to access your account on StartEngine even after the round closes tomorrow or until instructed otherwise.
It has been a tremendous team effort throughout this campaign. Our financial team has successfully completed two financial audits with our outside auditors. We have provided 107 updates and replied to over 50 comments on the StartEngine platform. For these efforts we gained over 2000 new followers and had more than 189,000-page visitors. To date, 86% of those who clicked the Invest Button, completed their investment with Whooshh, with an average investment of over $1,350. Our smallest investment was $300, and our largest investment more than $25,000.
During this campaign, we received investments from investors in the majority of states in the United States, and as far away as Sweden. Numerous articles were written about the Company, its products, and our projects in traditional and social media. We received awards from the National Hydropower Association and the Port of Seattle for our projects completed during this campaign. We announced several new customer contracts. We all survived Covid, even as we continued to navigate supply chain delays and increased transportation costs. We are both humbled and energized by all the support and encouragement we have already received. Yet we have our sites on bigger fish in the future, with a shared goal of driving the value of our Company while providing a key resource for our collective future.
Our investors include commercial fishermen, hydro industry professionals, renewable energy advocates, irrigators and water resource experts, attorneys, CPAs and many others just like you who want to invest in the Company because of our mission and products, in a market that needs a solution today, and a climate that now demands that we SAVE the fish, FEED the planet, and GROW clean energy. We look forward to continuing to inform our investors about our progress through our social media channels and regular shareholder updates.
You may reach out to us directly at investorrelations@whooshh.com with Company questions or comments. Further, you should continue to use your StartEngine account and contact StartEngine customer support if you have questions about your investment status or account on the StartEngine platform.
Thank you for joining our 1000+ strong investor group, for asking such great questions along the way, and helping us to grow the business. If you haven’t yet invested, you may do so right now, but only if made before the bell rings midnight. www.startengine.com/whooshh .
Sincerely,
Vincent E Bryan III, CEO
Whooshh Innovations Inc.
07.06.22
Less Than 36 Hours To Invest!
It's the day before, the day before. That means by the time you receive this update, our StartEngine campaign will be closing in less than 36 hours.
We're so close to 1,000 investors - Who will be number 1,000?
We've had tremendous success so far with our campaign and can't believe how many of you share in our mission.
SAVE the fish, FEED the planet, and GROW clean energy.
Even more exciting news, we're now featured on the StartEngine homepage as "Closing Soon" -- that will only help add to our momentum and push us over the edge.
If you have not done so already, we ask that you confirm your recent investment by responding to the email notice from Startengine or logging into your account directly and confirming your investment online.
Don't wait until it's too late, invest today at www.startengine.com/whooshh.
07.05.22
Last Days to Invest
07.01.22
Now 2000 Followers and a Prestigious Award
We were flying high yesterday when we received a Sustainable Century Award from the Port of Seattle for our work during the pandemic along with such other companies as Delta Airlines, SSA Marine, Bellair, Southwest Airlines and Fishermens’s Finest. It was great to see what these companies were doing in their own industries to help the environment.
Credit for our award goes to the staff at Whooshh who worked tirelessly to deliver two Passage Portal™ systems during the pandemic when logistics were so uncertain. It is in our being to do whatever it takes to assure success, and that was certainly the case when everyone avoided Covid during the first year of the pandemic to deliver product where it was needed most urgently.
SAFE PASSAGE VIP (whcreative.org) Documentary film captures the importance of the Whooshh project.
When asked at the luncheon about what our products do, our CEO Vincent Bryan III said: “Just like the airlines do for people, we enable fish to fly safely to their destination, usually past dams, and without wasting precious water”.
Salmon Cannon | Videos | Funvizeo
We are humbled by the award but especially by our now 2000 followers on Startengine who have expressed their interest and asked questions about our products and business plans in the comments. Followers can make all the difference. See why here. Check it out, then if you haven’t already, hurry, even race to join the crowd by investing in Whooshh Innovations this weekend and our collective future. Don’t be left out.
Enjoy a safe and sane July 4th weekend everyone, and every time you see those fireworks in the sky, think about how Whooshh makes fish fly and why you should be a part of this crowd.
SAVE – FEED- GROW
INVEST HERE NOW: www.startenegine.com/whooshh
SAVE the fish
FEED the planet
GROW clean energy
06.30.22
1000th Investor Today?
Just 19 more investments and we will hit the 1000 investor milestone. Make your investment now and maybe you will be the one to put us over the top. Don’t wait to dive in. Do it just like the fish do when they enter our fish Passage Portal. See Sockeye Salmon Swim Into Whooshh Passage Portal at Big Bar Landslide on Fraser River. - YouTube
The fish love it, we think you will too. Learn more and invest today. www.startengine.com/whooshh
06.29.22
IMPORTANT NOTICE FOR RECENT INVESTORS
Dear Whooshh Investors:
We want to take a moment to further explain why the closing date was moved from June 30 to July 7 as indicated in the Startengine Update below. This change was not our desire or intent, but made as a result of a technical compliance rule that we are required to follow that was recently triggered. Our former CPO, was recently relieved of his position. Given his title, and while we do not consider this change material for the business going forward, it was deemed a material change by the Startengine compliance team, and that required us to amend our Form C filing to remove any specific references.
When an amendment is made to Form C, under the compliance rules, investors who have recently invested, will be notified by Startengine, and must actively confirm their intent to continue with their investment as made before the amendment to Form C. Since our scheduled closing was only a couple days away (June 30), Startengine extended the campaign until July 7, to give these investors time to confirm their investment. New investments made post amendment (after June 28) or before May 24, will not need to confirm.
We apologize for the inconvenience of having to confirm your recent investment(s). If you have not done so already, we ask that you confirm your recent investment by responding to the email notice from Startengine or logging into your account directly and confirming your investment online. The holiday weekend is coming up so we encourage you to take this action before this weekend.
We often see the silver lining when confronted with an unplanned task, but we can’t say we really see one here. If anything, by extending the closing to July 7, we provide those who may be travelling more time to respond to the confirmation request than if the closing date had not been extended. This is the fairest result to those who have made recent investments but unaware of the confirmation requirement. The campaign will also be open to additional investment during this time, however we do not expect this extension to result in a net positive for the company. We will make the best of it and do our best to finish strong despite the holiday weekend. A number of you have already confirmed your investments, and we thank you.
When the campaign does end July 7, we will provide further communication to all of our investors.
Thanks again for your continued support.
Sincerely,
Vincent E Bryan III
Founder and CEO
06.28.22
Notice of Material Change in Offering
[The following is an automated notice from the StartEngine team].
Hello! Recently, a change was made to the Whooshh Innovations offering. Here's an excerpt describing the specifics of the change:
Issuer is removing a D&O and extending campaign end date.
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.
06.28.22
2 Days Left to Invest – Timing is Everything - Let's talk $$
Timing is everything and while you contemplate your next investment, we wanted to share just a few items that have progressed to the point that we can now share them with our current and potential investors.
In earlier updates we talked about the millions of dollars of Federal infrastructure money for fish passage projects making their way to projects in 2H of 2022. NOAA through its National Marine Fisheries Services, just put out its call for applications with a deadline for submission in mid-August 2022 and said projects would be funded by December 2022. We will be working hard with our partners over the next 60 days to win some of these $65MM in project funds. Here is a link to the criteria.
At the same time, yesterday we were informed that coming out of the House Appropriations Committee Energy and Water Development for the Department of Energy Waterpower and Technologies Office, was a recommendation of $10MM for fish passage appropriations during the 2023 fiscal year, a 100% increase over the $5MM approved in the 2022 budget. These moneys can be used specifically for fish passage R&D and demonstration projects and has been an initiative advocated by our D.C. advisors . While the 2022 $5MM funding has yet to be announced, we do expect these funds will be committed by the agency before the end of fiscal 2022, or September 30, 2022. In summary – soon!
In further preparation, we just signed a term sheet and expect to complete the underwriting next week that will provide the Company with a $1MM line of credit for our government contract customers. Government contracts are highly desired because of their size and scope but can also be more difficult for a start-up to manage because of the capital spend required before payment is received, depleting working capital available for other non-government contracts. When secured, this LOC will allow us to further leverage our own cash resources so we can take on more and bigger government projects. We expect the LOC will be put to use as soon as July. Why?
We also received in June a signed Notice to Proceed on a project funded by the Illinois Department of Natural Resources. As you may recall from earlier updates, the non-native carp problem, especially in the SE and Midwest, has become critical. Up to 80% of the biomass in waterways such as the Missouri, Mississippi, and Illinois rivers have become infested with these invasive fish species, which are now just miles from the Great Lakes. Historical practices have focused on blocking migration, while our “Guardian” system instead focuses on permanent removal. IN Q3 we expect to deliver the first pilot “Guardian” system, which is a modified version of our Passage Portal product, to sort and altogether remove these invasive species from the Illinois River.
Image: Pervasive and invasive Silver Carp jumping out of the water
So, if you choose to invest now as our capital raise comes to an end, your timing may be ideal. Valuations can increase if significant milestones are achieved. With the government infrastructure funding starting to reach agencies such as NOAA’s National Marine Fisheries Services, we are looking forward to the period just ahead. Invest now at www.startenegine.com/whooshh .
06.27.22
JUST 3 DAYS REMAIN TO INVEST IN WHOOSHH - SAVE-FEED-GROW
As we all suffer through heat waves high temperatures, or changed river water flows, we are all reminded that its time to take action. For some that mean buying an electric car for the first time, for others it may mean choosing a heat pump instead of an air conditioner, and for those of us at Whooshh, it means helping make the transition to a clean renewable electric grid by assuring hydropower and fish can thrive together.
By using Whooshh technologies instead of fish ladders, a hydro facility can produce up to 10% more power with the same amount of water. If a river has more than one dam, the total percentage multiplies. Add Whooshh instead of ladders at 10 dams, and you can produce as much new power as an entire additional dam - without taking down a single dam or putting up a new one. The fish can do better as well because pre-spawning mortality can be reduced, and juvenile survival improved by reducing the impact of predators who otherwise lurk above and invasive species below the waters.
What does it mean to own shares in Whooshh? It means you are taking action and helping to bring a win win win solution to an enormous market. It means you are helping provide a solution that is needed by the industry and its customers today. It means you are making an investment in our collective future. It means you care about feeding the rivers with nutrients and the people on the planet. It means you are making more efficient use of our limited resources. It means you are a Whooshh ambassador.
Whether you lean left or right, love fish for sport, or love to eat sushi or catfish, or just want to be part of a great start-up company that is helping drive the change to renewable energy and bring down energy costs, you can feel good about your decision to invest with us today. Welcome aboard! www.startenegine.com/whooshh
SAVE - the fish
FEED - the planet
GROW - grow clean energy
REWARDS
$300
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.
$25,000
First Volume Tier
$25,000 - 10% bonus
$50,000
Second Volume Tier
$50,000 - 15% bonus
JOIN THE DISCUSSION
0/2500
HOW INVESTING WORKS
Cancel anytime before 48 hours before a rolling close or the offering end date.
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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.
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