The Company is offering (the "Offering") to investors ("Investors") up to one hundred thousand (100,000) Non-Voting Class C Units of Membership Interest ("Membership Interest") at a price of $1.00 per Unit, payable in cash. The minimum purchase is one hundred fifty (150) Class C Units for a minimum investment amount of one hundred fifty dollars ($150.00), subject to the Company's right to accept a lesser amount. The maximum purchase is fifty thousand (50,000) Class C Units for a maximum investment amount of fifty thousand dollars ($50,000), subject to the Company's right to accept a greater amount and Title III investor restrictions. The gross proceeds of the Offering will be a minimum of thirty-five thousand dollars ($35,000) and a maximum of one hundred thousand dollars ($100,000). While the Company currently intends for its management to sell the Units, it may, in its sole discretion, retain selling agents and brokers to sell the Units. In such event, the Company may be responsible for any commissions or fees of such parties, and related fees and expenses. Proceeds from subscriptions for Units will be held by Fund America Securities, LLC, as escrow agent until such time as a minimum of thirty-five thousand (35,000) Units for gross proceeds of thirty-five thousand dollars ($35,000) are sold. In the event the Company does not sell the minimum amount of thirty-five thousand (35,000) Units for gross proceeds of thirty-five thousand dollars ($35,000) (which may include Units sold to management of the Company in this Offering) prior to 12:00 am CST on June 30, 2017, all amounts will be returned to Investors without deduction, interest or setoff. The Company will use each increment of financing it receives, starting with the minimum amount of $35,000 to extend the time and scale of its operations.
We reference forward-looking statements in this Memorandum, and may make such statements in discussions with potential investors, that are subject to risks and uncertainties. These forward-looking statements include statements regarding future prospects, profitability, liquidity, market risk, values and financial and other projections. The words “believes,” “expects,” “may,” “will,” “should,” “projects,” “contemplates,” “anticipates,” “forecasts,” “intends” or other similar words or terms are intended to identify forward looking statements.
These forward looking statements are subject to significant uncertainties because they are based upon or are affected by factors disclosed in this Memorandum, including, without limitation, those set forth in the “Risk Factors” section of this Memorandum as well as changes in current risks, management’s assumptions regarding competitive factors, general economic conditions, customer relations, relationships with vendors, the interest rate environment, governmental regulation and supervision, seasonality, distribution networks, product introductions and acceptance, technological change, changes in industry practices and one-time events.
Because of these uncertainties, the Company’s actual future results may be materially different from the results indicated by these forward-looking statements. We undertake no obligation to update or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise, and such statements should not be considered representations or warranties by us.
The company intends to perform rolling closes. The Company plans to allow investment in excess of the max offering set forth in this document but not to exceed $1,000,000.
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.