Founders Matt and Garret worked together in finance for several years. As consumers of the existing juice bars at the time, there was an apparent gap in what was being offered versus what they and others wanted in terms of healthy, convenient food options for a busy lifestyle. They decided to combine their savings and move to the health-conscious & active city of Portland to start Greenleaf Juice in a food cart. Over six years, the Portland company grew to 4 locations, 45 employees, and over $2M in LTM revenue.
In 2017, Garret set out to answer a lingering question for the brand: could it be successful in a new and distinct market? Born and raised in Indianapolis, Garret felt most capable exploring the idea in his hometown. He partnered with fellow native Joe Peoni and launched Greenleaf Juice Indiana. The team got to work and transformed a 40-year-old cigar shop into a 100% organic juice bar and kitchen located directly on the iconic Monument Circle in downtown Indianapolis.
In May of 2017, Greenleaf Juice Indiana’s first location, Monument Circle, opened. Over the course of the first partial year, Monument Circle has provided a resounding proof of concept for Greenleaf and major step in the right direction towards answering the new market question. Without cold-pressed bottles, Monument Circle reported the highest sales total over the first 9 months of operations in Greenleaf history. In fact in Year 1, the first Indy location produced over 100% more sales than Greenleaf’s fourth and most recent location in Portland in its first year which was able to draw upon five years of accumulated brand awareness.
A major gap in the Indianapolis market continues to be cold-pressed bottled juice and cleanse packages. Cold-pressed bottles and cleanses account for over 20% of gross sales in Portland. Drawing on over six years of experience, internal processes, and product development in Portland, Greenleaf Juice Indiana is uniquely positioned to launch a competitive offering in Indianapolis. The company has targeted the booming Carmel market for this expansion project. By adding a production and supply-focused location in Carmel, Greenleaf Juice Indiana will be able to expand the scale of its operations and drive towards long term profitability. With the addition of the Carmel location which will offer the full Greenleaf menu, Greenleaf Indiana will be able to launch cold-pressed bottled juice, juice cleanse packages, and house-made retail items such as almond butter, kale chips, protein bars, trail mix, and more which will all be available at both locations.
Greenleaf Juicing Company is Indy's only 100% organic juice bar and fast-casual concept serving fresh, made-to-order juices, cold-pressed juices and cleanses, smoothies, craft shots, acai bowls, quinoa bowls, oatmeal bowls, soups and more. Greenleaf’s mission is to build a healthier world by never compromising on our ingredients, environment and community. Our team is confident the Indianapolis/Carmel market will continue to embrace the Greenleaf brand, product quality, and mission as we continue to grow our Midwest operation.
FOLLOW US for some healthy fun: @greenleafjuice
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What is your minimum funding goal and how will those funds be used?
The Company will close on funds starting at a minimum raise amount of $50k. In the minimum raise scenario, the Company will not move forward with the second location. Instead, funds will be used for purchase of a hydraulic press machine to support bottled juice sales and cleanse sales. These two revenue streams are key profitability drivers in the Portland locations and would support expected increase in sales from the Downtown Indy location. Use of Funds and projected cash flow resulting from this minimum raise scenario can be found in the attached docs.
What is your competitive advantage?
Greenleaf Juice offers premium, fast-casual health food options made to order with uncompromised principles of quality & nutrition. Greenleaf is committed to pressing and bottling an unpasteurized, raw juice product making it superior to similar options at the grocery store. All products are handcrafted in front of our guests in a public, transparent facility in order to showcase the quality of our ingredients and processes.
Greenleaf Indy has an advantage over its market peers by having access to 5 years of accumulated know-how, processes, and brand assets through its relationship with Greenleaf Juicing Company in Portland, OR. As a co-founder of the Portland entity, Garret Flynn is in a particularly favorable position of having helped to build the company's know-how to date.
What market(s) are you in?
The Greenleaf Juice brand has 4 locations operating in Portland, OR with another Portland location launching in 2018; 1 location operating in Indianapolis IN, with another Indy location launching this year; 1 location operating in Eugene, OR on University of Oregon campus.
Provide us with some background on your products and services.
Our menu offering can be broken down into two categories: walk-up and packaged/production. Our walk-up options include made to order: juice, smoothies, steamed soups, granola cups, acai bowls, craft shots, quinoa bowls, and oatmeal bowls. Packaged options include cold-pressed juice, handcrafted cashew milk, almond+juice, cashew cold brew, and craft shots: wheatgrass & ginger.
Currently, the downtown Indy location only sells walk-up products. Funds from the minimum revenue share offering would be used to purchase a hydraulic press to produce the packaged products and cleanse options.
Discuss the target new location
We are currently in discussions with the landlord for two potential locations for our Carmel store. They are both in the same general area situated in the increasingly dense Main Street and Monon district of Carmel. The first option we're considering is located directly on Main Street at the intersection of the Monon and the second option is located in the new Sun King development located just west of the Monon, a few blocks north of Main Street. We have LOIs in place at both locations and while they are technically still available for other tenants each has expressed interest in locating Greenleaf in their space.
What is your product development timeline?
Our goal is to be operating in Carmel by the end of the summer. To a large extent, this timeline is dependent on when the development project is complete and the shell is delivered to Greenleaf.
Who are your target customers?
Greenleaf customers span age and demographics but all have one thing in common: they value their health and place a premium on quality of ingredients. We typically see concentrations of general groups in our customer base such as workout enthusiasts, business professionals, and vegan/health foodies.
Do you have current customers?
Over 9 months, the Monument Circle location has amassed a Square customer directory of 6K and 2K Greenleaf mobile app users.
Garret Flynn worked in finance for three years prior to moving to Portland, OR in 2011 to found Greenleaf Juicing Company with a former co-worker then subsequently the Indianapolis entity Greenleaf Juice Indiana. Currently, the combined portfolio of locations is projecting over $3M in sales for 2018.
Born and raised in Indianapolis, Garret believes that Greenleaf's ideal demographic has rapidly developed there. He is opening the location as a joint-venture with his partners in Portland in order to prove its viability in a new and different market. The relationship with Greenleaf corporate will provide a degree of support not typically available to food start-ups. including marketing, finance, accounting, and strategic collaboration.
Joseph D Peoni
Joe Peoni is a Senior Account Manager of Dedicated Accounts at Blue Ribbon Transport in Indianapolis, IN. He oversees outbound distribution of fresh produce and inbound distribution for a national grocery chain. He will be managing Greenleaf Indy's supply chain, input sourcing, and operations as well as investing his own capital in the joint-venture.
About Greenleaf Juice Indiana (Expansion)
|Entity||Greenleaf Juice Indiana|
|Location Type||Retail Space|
|Comments||Targeting prime retail space at intersection of Main Street in Carmel and the Monon Trail.|
Risks & Disclosures
The Company's management will have broad discretion in use of proceeds
The Company has preliminarily designated the use of the proceeds from this Offering for purchasing equipment, startup development, paying down existing debt, general working capital purposes and other necessary expenditures as determined in the discretion of management. Accordingly, the Company's management will have significant flexibility and broad discretion in applying the proceeds of the Offering. The failure of management to apply these funds effectively could have a material adverse effect on the Company's business, results of operations, prospects, and financial condition.
Limited operating history
The Company was founded in October 2016, is an early stage company with limited operating history upon which to evaluate its business and has generated limited revenues to date. The Company is not currently profitable. Although management of the Company currently anticipates that its business strategy will be successful, the Company may not be able to achieve the revenue growth in the coming years necessary to achieve profitability. The Company's prospects also must be considered in light of the risks and difficulties frequently encountered by early stage companies in today's business environment. The Company may not be successful in addressing these risks, and the business strategy may not be successful.
Unpredictability of future revenues; Potential fluctuation in operating results
Because the Company has limited operating history, the ability to forecast revenues is limited. The Company's future financial performance and operating results may vary significantly from projected amounts and fluctuate substantially from quarter to quarter due to a number of factors, many of which are likely to be outside of the Company's control. These factors, each of which could adversely affect results of operations and future valuation, include:
• demand for the Company's products and services;
• introduction or enhancement of products and services by the Company and its competitors;
• actual capital expenditures required to bring the Company's products and services to market;
• market acceptance of new products and services of the Company and its competitors;
• price reductions by the Company or its competitors or changes in how products and services are priced;
• the Company's ability to attract, train and retain qualified personnel;
• the amount and timing of operating costs and capital expenditures related to the development and expansion of the Company's business, operations and infrastructure;
• unexpected costs and delays relating to the expansion of operations;
• change in federal or state laws and regulations;
• timing and number of strategic relationships that are established;
• loss of key business partners; and
• fluctuations in general economic conditions.
The projections of the Company's future operating costs are based upon assumptions as to future events and conditions, which the Company believes to be reasonable, but which are inherently uncertain and unpredictable. The Company's assumptions may prove to be incomplete or incorrect, and unanticipated events and circumstances may occur. Due to these uncertainties and the other risks outlined herein, the actual results of the Company's future operations can be expected to be different from those projected, and such differences may have a material adverse effect on the Company's prospects, business or financial condition. Any projections that were prepared or provided by the Company were not prepared with a view toward public disclosure or complying with the published guidelines of the American Institute of Certified Public Accountants or the Securities Exchange Commission regarding projected financial information. Under no circumstances should such information be construed to represent or predict that the Company is likely to achieve any particular results.
Reliance on key management employees and future personnel
The success of the Company is dependent on the efforts of a limited number of key people. The Company has not made plans to purchase key person life insurance. The loss of key personnel could have a serious adverse effect on the Company's prospects, business, operating results, and financial condition. To fulfill its operating plans, the Company's future success also depends on its ability to identify, attract, hire, train, retain and motivate additional personnel to fulfill various roles within the Company. The failure to attract and retain the necessary personnel could materially and adversely affect the Company's business, prospects, financial condition and results of operations.
No assurances of sufficient financing; Additional capital may be required
Although the Company believes the proceeds of this Offering will provide adequate funding to develop and successfully support its business plans, there can be no assurances that such funds will be adequate. If the Company's cash requirements exceed current expectations, the Company may need to raise additional equity or debt capital, beyond what is being sought with current efforts. There can be no assurance that adequate additional financing on acceptable terms will be available when needed. The unavailability of sufficient financing when needed would have a material adverse effect on the Company and could require the Company to terminate its operations.
Competition from other businesses
The Company will compete in a competitive market with several established other established local juice bars and cafes. The Company expects competition to increase in the future. If and when the Company expands the scope of its product and service offerings, it may compete with a greater number of companies across a wider range of products and services. Many of the Company's current competitors and potential new competitors may have longer operating histories, greater name recognition, larger client bases and significantly greater financial, technical and marketing resources than the Company. These advantages may allow them to respond more quickly to new or emerging customer preferences and tastes. There can be no assurance that the Company will be able to compete successfully in its chosen markets and competitive pressures may materially and adversely affect the Company's business, prospects, financial condition and results of operations. Any significant success of the Company's competitors can damage relationships with its customers and service providers, diminish the Company's market share, and present significant obstacles to the further development of the Company.
Existing and potential litigation
Although management is unaware of any threatened or pending litigation against the Company or management, there can be no assurance that future claims will not be asserted and that, even if without merit, the cost to defend against such claims would not be significant, thus having a material adverse effect on the Company's business, financial condition and results of operations. The Company has never filed any lawsuit against any other person or entity, or been the subject of a lawsuit.
Need to maintain existing, and develop new products and services
The success of the Company is dependent upon the Company's ability to maintain a certain level of quality in, and enhance existing products and services as well as to develop and introduce in a timely manner new products and services that incorporate technological advances, keep pace with evolving industry standards, and respond to changing customer requirements. If the Company is unable to develop and introduce new products and services or enhancements in a timely manner in response to changing market conditions or customer requirements, while maintaining a certain level of quality in its existing products and services, the Company's business, financial condition and results of operations would be materially adversely affected.
Control of the Company
The managers, officers and/or directors comprising the Company’s management team will have sole management authority over the business of the Company, regardless of the opposition of Investors to pursue an alternate course of action. Investors will not become members of the Company and shall have no voting, dividend, minority ownership rights, or other rights or status as a member of the Company as a result of his, her or its investment. Investors will have no right to vote with respect to the management or to participate in any decision regarding management of the Company’s business.
The Company is obligated to indemnify its management
Executive officers and managers of the Company owe certain duties to the Company they serve in connection with the use of its assets. Executive officers and managers are fiduciaries, and as such are under obligations of trust and confidence to the Company and owners to act in good faith and for the interest of the Company and its owners, with due care and diligence. Notwithstanding the foregoing, the Company is obligated to indemnify officers and managers of the Company for actions or omissions to act by such officers and managers of the Company on behalf of the Company that are authorized under the organizational documents of the Company. In addition, an officer may be entitled to advancement of expenses they may incur associated with or in defense of charges, claims or legal action arising from such person’s position as an officer or manager of the Company, which could result in a decrease in the assets available for Investors in certain circumstances. The assets of the Company will be available to satisfy these indemnification obligations. Such obligations will survive dissolution of the Company. There are very limited circumstances under which the management of the Company can be held liable to the Company. Accordingly, it may be very difficult for the Company or any Investor to pursue any form of action against the management of the Company.
The Company may not obtain sufficient insurance coverage
The cost of insurance policies maintained by the Company to protect the Company's business and assets could increase in the future. In addition, some types of losses, such as losses resulting from natural disasters, generally are not insured because they are uninsurable or it is not economically practical to obtain insurance to cover them. Moreover, insurers recently have become more reluctant to insure against these types of events. Should an uninsured loss or a loss in excess of insured limits occur, this could have a material adverse effect on the Company's business, results of operations and financial condition.
No audited financial statements
The Company has not yet sought to have its financial information audited by an independent certified public accountant and there is no assurance that it will do so in the future. All financial information provided in the Offering Materials has been prepared by the Company's management team and has not been reviewed or compiled by an independent accounting firm.
Reliance on third parties for product inputs
The Company will rely on various third parties to provide its product inputs and other goods and services. These third parties may become unable to or refuse to continue to provide these goods and services on commercially reasonable terms consistent with the Company’s business practices, or otherwise discontinue a service important for the Company to continue to operate under normal conditions. If the Company fails to replace these goods and services in a timely manner or on commercially reasonable terms, the operating results and financial condition of the Company could be harmed. In addition, the Company exercises limited control over third-party vendors, which increases vulnerability to problems with goods and services those vendors provide. If the goods and services of the third parties were to fail to perform as expected, it could subject the Company to potential liability, adversely affect renewal rates, and have an adverse effect on the Company's financial condition and results of operations.
Employees or related third parties may engage in misconduct or other improper activities
The Company is exposed to the risk that employee fraud or other misconduct could occur. Misconduct by employees could include misappropriation of trade secrets or other intellectual property or proprietary information of the Company or other persons or entities and failing to disclose unauthorized activities. It is not always possible to deter or detect employee misconduct, and the precautions taken to prevent and detect this activity may not be effective in controlling unknown or unmanaged risks or losses. The misconduct of one or more of the Company's employees or key third party partners may have a material adverse effect on the Company's business, results of operations, prospects, and financial condition.
Need to establish new and maintain existing customer relationships
The market for the Company's products and services is rapidly evolving. The Company is unable to predict whether its products and services will continue to satisfy new and existing customer demands or if they will be supplanted by new products and services. To date, the Company has developed limited customer relationships and no relationships at the new proposed location. The Company's efforts to market and sell its services could be significantly affected by competitive and technological developments or changes in customer requirements. If this occurs and if the Company is unable to adapt quickly enough to the change, it may fail to develop additional customer relationships, and maintain those relationships, and its business, financial condition and results of operations could be materially adversely affected.
Agreement for proposed location has not been finalized
The Company has not finalized a lease on the proposed location for its second retail location. It is the Company’s expectation that the lease will be finalized on reasonable terms in the near future, however if this does not occur, the Company’s operations and financial condition will be adversely affected.
In addition, the Company has entered into a lease agreement for its current retail location, which expires in 2022. The Company believes it has entered into a lease agreement under market terms and will be able to comply with the terms of the lease including making monthly rent payments. Should the Company fail to comply with the terms of the lease, it will need to renegotiate more favorable terms with the owner of the building. If the Company is unable to comply with the terms of the lease, renegotiate more favorable terms or renew the lease upon expiration, the Company will need to find a suitable replacement location with a reasonable lease cost. Failure to find a suitable replacement location in this situation may have an adverse material affect on the Company's operational and financial performance.
Limited ability to protect intellectual property rights
The Company's business model is dependent on a license agreement to use the trademarks and formulae owned by a third party, Greenleaf Juicing Company, an Oregon limited liability company. As such, licensing, developing and protecting the proprietary nature of these trademarks and formulae by the third party is crucial to the success of the Company. The Company will be fully reliant on the third party to protect this intellectual property. Competitors may infringe upon any patents or trademarks that the third party takes out on its proprietary information. Failure to adequately protect the third party's intellectual property from current competitors or new entrants to the market could have a material adverse effect on the Company's business, operating results, and financial condition.
Reliance on reputation of licensor
The Company operates as a licensee of the branding, trademarks and formulae of Greenleaf Juicing Company and is dependent in part on the reputation of, and decisions by, corporate management of the licensor. The Company’s reputation may be harmed by actions taken by third parties that are outside the control of the Company.
Obligations under licensing agreement
The Company has entered into a licensing agreement with Greenleaf Juicing LLC (the "Licensor") in order to fulfill its operating plans. The Company will have an ongoing payment obligation, as a percentage of net income earned by the Company, to the Licensor for the right to operate under the license. The Company must also operate the business in accordance with the requirements set by the Licensor in the licensing agreement. If a dispute were to arise between the Company and the Licensor related to the operations, financial requirements, or otherwise, this will have a material adverse affect on the Company's financial and operational performance.
An investment in the RSAs is speculative and involves a high degree of risk
An investment in the Company should not be made by persons unable to bear the risk of loss of their entire investment or by persons who may have a need for liquidity from their investment. In making an investment decision, you must rely on your examination of the Company and the terms of the Offering, including the merits and the risks involved. Like all investments, an investment in the Company involves the risk of the loss of capital, and the RSAs should not be purchased by anyone who cannot afford the loss of his, her or its entire investment. Investors must be prepared to bear the economic risk of an investment in the Company for an indefinite period of time and be able to withstand a total loss of their investment. Investors are encouraged to consult their own investment or tax advisors, accountants, legal counsel, or other advisors to determine whether an investment in the RSAs is appropriate.
The RSAs have not been registered under the Securities Act
The RSAs offered by the Company have not been registered under the Securities Act, nor any applicable state securities laws, in reliance on the exemption from registration in Securities Act Sections 3(b) and 4(2) thereof and in the rules of Regulation D promulgated thereunder. The investment contemplated by the RSAs has not been recommended, approved, or disapproved by the SEC, or any state securities commission, or other regulatory authority, nor have any of these authorities passed upon or endorsed the merits of this Offering or the accuracy, completeness, or adequacy of the Offering Materials. Any representation to the contrary is a criminal offense.
Investors will be subject to certain suitability requirements
The RSAs will not be sold to an Investor until such Investor delivers an executed representation, as contained in the Qualified Investor Questionnaire and Subscription Agreement, that he, she or it is a Qualified Investor and meets certain standards. Persons who are not Qualified Investors are not permitted to invest. The fact that a person is a Qualified Investor represents the minimum suitability requirement for an Investor, and compliance with such standards does not necessarily indicate that this would be a suitable investment for such person.
There is no market for the RSAs and no such market is expected to develop
The RSAs are subject to restrictions on transferability and resale and may not be transferred or resold by any Investor except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption from these laws, or if the Company has received an opinion of counsel satisfactory to it that registration under such laws is not required. Investors may be required to bear the financial risks of the investment in the Company for an indefinite period of time. Persons who desire liquidity from this investment should not invest.
The Company will have the right to refuse any subscription in its sole discretion
The Company will have the right to refuse any subscription in its sole discretion and for any reason (or no reason), including the Company’s belief that an Investor does not meet the applicable suitability requirements or that exemptions from the registration requirements of any applicable jurisdiction are not available with respect to the issuance of the RSAs to any Investor under this Offering. The Company may make or cause to be made such further inquiry and obtain such additional information as it deems appropriate with regard to the suitability of Investors. The Company reserves the right to modify the suitability standards with respect to certain Investors in order to comply with any applicable state or local laws, rules, regulations or otherwise.
The information presented in the Offering Materials was prepared by the Company and contains "forward-looking" statements
The Offering Materials (together with any amendments or supplements and any other information that may be furnished by the Company) includes or may include certain forward-looking statements, estimates, and projections with respect to the Company's anticipated future performance. Examples of forward-looking statements include statements regarding the Company's future sales, purchase orders, financial results, operating results, acquisitions, business and monetization strategies, projected costs, revenues, products, competitive positions and plans and objectives of management for future operations. In some cases, forward-looking statements can be identified by terminology such as "may," "will," "should," "would," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue," or the negative of these terms or other comparable terminology. Such forward-looking statements, estimates, and projections are not guarantees of future performance and reflect various assumptions of the Company's management that may or may not prove correct and involve various risks and uncertainties over which the Company may have no influence or control. No independent party has verified or confirmed the reasonableness of the assumptions that form the basis of the forecasts. These and many other factors could affect the Company's future financial and operating results, and could cause actual results to differ materially from expectations based on forward-looking statements made in the Offering Materials or elsewhere by the Company (or on its behalf). The likelihood of the Company's success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with growing an early stage business. There can be no assurance that the Company will generate any particular level of revenue or will be able to continue to operate profitably. The Placement Agent expressly disclaims any representation or warranty regarding involvement in or responsibility for any forward looking statements contained in the Offering Materials.
Only the Offering Materials may be relied upon in connection with this Offering
Only the information expressly set forth in the Offering Materials or contained in documents furnished by the Company upon request may be relied upon in connection with this Offering. No person has been authorized to give any information or to make any representations other than those contained in the Offering Materials and, if given or made, such information or representations must not be relied upon. Access to the Offering Materials at this time does not imply that information therein is correct as of any time subsequent to this date.
The Offering Materials do not purport to be all-inclusive
The Offering Materials provided to Investors do not purport to be all-inclusive or contain all of the information that you may desire in investigating the Company. You must rely on your own examination of the Company and the terms of the Offering, including the merits and risks involved in making an investment in the RSAs. Prior to making an investment decision, you should consult your own counsel, accountants, and other advisors and carefully review and consider all of the Offering Materials provided and the other information that you acquire. You should not construe any statements made in the Offering Materials provided as investment, tax or legal advice.
The Company reserves the right to reject some or all of any prospective investment
The offer of the RSAs by the Company is subject to prior sale and certain other conditions. The Company reserves the right, in the Company's sole discretion and for any reason, to withdraw, cancel, or modify the Offering and to accept or reject some or all of any prospective investment. The Company will have no liability to any Investor in the event that the Company takes any of these actions.
The terms, conditions and restrictions of the RSAs are fully set forth in the Revenue Sharing Agreement
The terms, conditions and restrictions of the RSAs are fully set forth in the Revenue Sharing Agreement, which you will be required to execute if you decide to invest, the form of which has been provided to you in the Offering Materials section for this Offering on the Company Offering Profile. You should not invest unless you have completely and thoroughly reviewed the provisions of the Revenue Sharing Agreement. In the event that any of the terms, conditions, or other provisions of the Revenue Sharing Agreement are inconsistent with or contrary to the information provided in the Offering Materials, that agreement will control. Any additional information or representations given or made by the Company in connection with the Offering, whether oral or written, are qualified in their entirety by the information set forth in the Offering Materials, including, but not limited to, the risks of investment.
No solicitation in any state or other jurisdiction in which such solicitation is not authorized
The Offering Materials do not constitute an offer to sell, or a solicitation of an offer to buy, any security in any state or other jurisdiction in which such an offer or solicitation is not authorized. Except as otherwise indicated, the offering materials speak as of the date the Offering was initiated. Neither access to the Offering Materials nor any sale of the RSAs shall, under any circumstances, create an implication that there has been no change in the Company's affairs from the date the Offering was initiated.
Each investment is subject to the terms and conditions of the Investor Registration Agreement
Each Investor's subscription for and purchase of the RSAs is governed by, and subject to, the terms and conditions of the Investor Registration Agreement entered into between the Placement Agent and such Investor, including, without limitation, the investment limits established by the Placement Agent for such Investor, the Placement Agent's rights to terminate the offering or any Investor's registration with the Placement Agent.
The Company will be available to you to answer questions and furnish additional information
The Company will make available to you, upon request, copies of material agreements and other documents relating to the Company and will afford you the opportunity to ask questions and receive answers from the Company concerning its business and financial condition. The Company will also provide you an opportunity to meet with representatives of the Company to obtain other additional information.
Securities to be offered to investors
The offering materials being accessed by you (the "Offering Materials") on the Company's profile page (located at https://localstake.com/businesses/greenleaf-juice-indiana-store-2-indiana) (the "Company Offering Profile") relate to the offer and sale of revenue sharing agreements (collectively, the "RSAs") in Greenleaf Juice Indiana, a limited liability company organized in Indiana (the "Company"). The Company is seeking to raise up to $324,000 (the "Offering Amount") from potential investors (each, an "Investor" and collectively, the "Investors") through the offer and sale of the RSAs. The RSAs entitle investors to their pro rata share of up to 8.0% (the "Revenue Share Percentage") of the gross revenue collected by the Company each calendar month, commencing with the first full calendar month immediately following the closing (the “Closing”) of the Offering applicable to the Investor’s subscription, as defined in the Revenue Sharing Agreement, until such time as the investor has received payments totaling in the aggregate 1.5 times such investor’s original investment amount (the "Maximum Revenue Share Amount"). If the Company raises the entire Offering Amount, the Revenue Share Percentage will be 8.0%. If the Company raises less than the entire Offering Amount, the Revenue Share Percentage will be a percentage equal to the greater of 3.0% and the value determined by the following formula: ((total amount raised in this Offering/$324,000) x 8.0%).
Closing procedures for the Offering
The Offering shall be available to potential Investors until the final closing of the sale and purchase of the RSAs (the "Final Closing"), which will occur upon the earlier of (i) the date the Company has closed on the purchase and sale of RSAs for the entire Offering Amount, (ii) 12 months from the date the Offering was initiated, or (iii) the Company terminates the Offering in its sole and absolute discretion (the "Termination Date").
The RSAs are offered by the Company on a best efforts basis as specified herein. There is no aggregate minimum amount of RSAs that must be sold in the Offering, and each individual investment transaction will be closed on an Investor-by-Investor basis upon the Company’s acceptance of an Subscriber’s subscription for the RSAs by its execution of such Subscriber’s Qualified Investor Questionnaire and Subscription Agreement, and counterpart signature page to the Revenue Sharing Agreement (collectively, the "Subscription Documents") together with a form of payment as specified on the Localstake Marketplace. There is no provision for the escrow of any part of the proceeds from the sale of the RSAs prior to the termination of the Offering, and unless a Subscriber cancels their investment commitment in the RSAs within forty-eight (48) hours after the Company’s acceptance of such Subscriber’s Subscription Documents by its execution thereof, there will be no refunds of amounts tendered unless the subscription is rejected by the Company. The Company will immediately use the net proceeds of this Offering as such funds are raised.
Certain risks associated with best efforts offerings
There can be no assurances that the Company will raise the entire Offering Amount or the entire amount of any targeted amount of commitments set forth on the Company Offering Profile. Potential investors that have expressed an interest in the Offering and indicated a commitment amount may subsequently cancel their investment commitment, fail to fund all or a portion of their commitment amount, or the Company may reject all or a portion of their commitment amount. Subscribers should not place any reliance on the Company’s receipt of commitments in an amount equal to or greater than the targeted minimum amount of commitments set forth on the Company Offering Profile as an indication that the Company has or will receive such amount. Upon a Subscriber’s subscription for the RSAs becoming irrevocable as set forth herein, such Subscriber shall be required to pay his, her or its investment funds to the Company regardless of the amount of Offering proceeds received by the Company as of such date.
The Company's acceptance of investments and cancellations
The Company reserves the right to accept, through execution of a countersignature on the Subscription Documents, an Investor’s subscription for RSAs at any time prior to the Termination Date of the Offering and may reject the Subscription Documents based upon the Company’s review thereof for any reason or for no reason. Should the Company receive investment commitments for greater than the Offering Amount, the Company will determine, in its sole discretion, which subscriptions to accept up to the Offering Amount.
If the Investor has chosen to transfer their investment funds electronically, these funds will be transferred from their linked bank account as specified on the Company Offering Profile to a deposit account in the name of the Company, forty-eight (48) hours after the Company’s acceptance thereof. If the Investor has chosen another form of funds transfer, the Investor will receive a notice containing instructions for transferring funds to the deposit account in the name of the Company. Investors may cancel their investment commitment in the RSAs, using the methods made available on the Company Offering Profile, and have their investment funds returned (if applicable) for any reason up to forty-eight (48) hours after the Closing applicable to the Investor’s investment. If an Investor has not canceled his, her or its investment commitment in the RSAs prior to such deadline, the Investor’s subscription for the RSAs shall be irrevocable by the Investor, and will be documented through the receipt of an executed copy of the RSAs, which will also be recorded and maintained on the books of the Company. The Company does not intend to employ the services of a transfer agent.
Securities laws being utilized and investor qualifications
This Offering is made in reliance upon an exemption from registration under the federal Securities Act of 1933, as amended (the "Securities Act") as set forth in Sections 3(b) and 4(2) thereof and in the rules of Regulation D promulgated thereunder. Regulation D sets forth certain restrictions as to the nature of purchasers of securities offered pursuant thereto. The RSAs will be offered and sold only to persons who meet certain qualifications, including, but not limited to, being either (i) "accredited investors" ("Accredited Investors") as defined in Rule 501(a) of Regulation D promulgated by the United States Securities and Exchange Commission under the Securities Act, (ii) persons who have, either alone or with a purchaser representative, such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the prospective investment, or (iii) "non-accredited investors" whose investment in the RSAs would not equal or exceed any percentage or dollar limit imposed by the registration exemption being relied upon in their state of residence ((i), (ii) and (iii) collectively referred to as the "Qualified Investors"). The minimum investment that will be accepted by the Company from a Qualified Investor is $5,000.
Subscribing for an investment and transferring funds
Investors interested in subscribing for the RSAs will be required to complete and return to the Company the Subscription Documents, as described herein. Payment of the investment amount is preferred via electronic ACH transfer, but may also be made by check or domestic wire. Instructions for each method of payment will be provided upon investment via the Company Offering Profile.
Use of proceeds in the Offering
The Company intends to use the net proceeds of this Offering for purchasing equipment, startup development, paying down existing debt, general working capital purposes and other necessary expenditures as determined in the discretion of management of the Company, as explained in further detail on the Funding tab of the Company Offering Profile.
Fees for placement agent services
As compensation for Localstake Marketplace LLC’s services in connection with the Offering, Localstake Marketplace LLC shall be entitled to receive a placement fee paid by the Company (the "Placement Fee"). Below is a breakdown of the Gross Proceeds, estimated Placement Fee and Net Proceeds for the Offering.
- Gross Proceeds: $324,000
- Estimated Placement Fee: $11,960
- Net Proceeds: $312,040
General tax considerations
Investors in the RSAs are urged to consult their tax advisors concerning the federal, state, local and foreign income tax consequences of acquiring, owning, and disposing of, the RSAs as well as the application of state, local and foreign income and other tax laws. Any federal tax discussion contained in these Offering Materials, including any attachments, was written in connection with the Offering of the RSAs by the Company, and is not intended or written to be used, by anyone for the purpose of avoiding federal tax penalties that may be imposed by the federal government. Nothing in these Offering Materials shall be deemed tax or legal advice by the Company or its members.
The tax-related information herein summarizes certain material U.S. federal income tax aspects of the purchase and ownership of the RSAs. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the regulations thereunder, published administrative rulings, and judicial decisions in effect on the date of the Offering Materials. No assurance can be given that future legislative or administrative changes or court decisions will not significantly modify the statements expressed in these Offering Materials. Any such changes may or may not be retroactive with respect to transactions completed prior to the effective dates of such changes.
The tax-related information herein is a general discussion of U.S. federal income tax consequences of investing in RSAs by individuals and does not purport to deal with all federal income tax consequences applicable thereto or the federal income tax consequences applicable to all categories of Investors, some of which may be subject to special rules (e.g., Investors who do not reside in or citizens of the U.S.). This discussion is not intended as a substitute for careful tax planning. Any federal tax discussion contained in these Offering Materials, including any attachments, was written in connection with the offering of RSAs by the Company, and is not intended or written to be used, by anyone for the purpose of avoiding federal tax penalties that may be imposed by the federal government. Investors are urged to consult their own tax advisors, lawyers, or accountants with specific reference to their own tax situations.
Backup withholding with respect to the RSAs
Under certain circumstances, interest paid on RSAs may be subject to "backup withholding" of federal income tax. Backup withholding does not apply to corporations and certain other exempt recipients which may be required to establish their exempt status. Backup withholding generally applies if, among other circumstances, a non-exempt holder fails to furnish his or her correct social security number or other taxpayer identification number. Special backup withholding rules may apply when payment is made through one or more financial institutions or by a custodian, nominee, broker or other agent of the shareholder. If applicable, Investors should contact their brokers to ensure that the appropriate procedures are followed which will prevent the imposition of backup withholding.
Gain or loss on disposition of the RSAs
If the RSAs are sold, the selling holder will recognize gain or loss equal to the difference between the amount realized from the sale and the selling holder's adjusted basis in the RSAs. The adjusted basis generally will equal the cost of the RSAs paid by the seller, increased by any OID on the RSAs included in the seller's income and reduced (but not below zero) by any payments on the RSAs. Because the RSAs are characterized as contingent payment debt instruments under the Code and Treasury Regulations, any gain recognized upon a sale, exchange, retirement, or other disposition of an RSAs will generally be treated as interest income and any loss will be ordinary to the extent of prior interest income inclusion.
No analysis has been done of potential state or local tax consequences
Investors should consider potential state and local tax consequences of an investment in the RSAs and they are urged to consult their own tax advisor to determine the state and local income tax consequences of investing in the RSAs. The Offering Materials make no attempt to summarize the state and local tax consequences to potential investors.
Investors will recognize interest income on the RSAs each year even if no payments are actually received
Investors in the RSAs, regardless of whether the Investor reports income under the cash or accrual method of accounting, will be required to recognize interest income from the RSAs each year under the original issue discount ("OID") rules contained in the Code, even if no payments are made with respect to the RSAs (so called "phantom income"). Because both the amount of each payment and the timing of the payments to holders of the RSAs are contingent on the Company's ability to generate revenue, a fixed payment schedule cannot be established. Consequently, the Company is required to use the "noncontingent bond method" contained in the Treasury Regulations to determine annual interest and principal payments to the Investors in the RSAs.
In general, under the noncontingent bond method the Company must first determine the yield at which a debt instrument with terms and conditions similar to the RSAs could be issued by the Company (the "comparable yield") and prepare a projected payment schedule for the RSAs which reasonably reflects the relative expected timing and amounts of the payments to be received by the Investors in the RSAs. Accruals of interest are then attributed to each day included in the projected payment schedule. If no payments are made during the year, the amount of interest reported to the holder would be equal to the amounts accrued as interest based on the project payment schedule. If payments are made during the year, the actual interest reported with respect to the RSAs is determined by adjusting the amounts derived from the projected payment schedule for any differences between the actual payments made and the projected payment schedule. A positive adjustment occurs when the actual amount paid exceeds the projected amount, while a negative adjustment occurs when the actual amount paid is less than the projected amount.
All adjustments are netted for the tax year. A net positive adjustment is treated as additional interest for the year. A net negative adjustment first reduces the interest accrued on the RSAs for the current year, then is treated as an ordinary loss to the extent of interest previously accrued on the RSAs, and any excess adjustment is carried forward to future years. If any net negative adjustment remains at the time of a sale or retirement of the RSAs, it is treated as a reduction in the proceeds received. A risk exists that the IRS could dispute these determinations which could impact the amount, character and timing of the payments reported by the Company to the Investors in the RSAs.
The RSAs will be treated as debt for federal income tax purposes
The Company intends to treat RSAs as debt for federal tax purposes. No clear guidance exists that definitively provides that an RSA is either debt or equity for federal tax purposes; and thus, a risk exists that the Internal Revenue Service could successfully assert that RSAs should be treated as equity instead of debt. Such a determination is dependent upon all attendant facts and circumstances surrounding the issuance and holding of an RSA, including, but not limited to the following:
• the presence or absence of an unconditional promise to pay a sum certain at a fixed maturity date;
• the right to enforce payment of principal and interest;
• the status of the contribution in relation to regular corporate creditors (whether or not subordinate to general creditors);
• the intent of the parties, especially as to non-tax purposes
• the names given to the certificates evidencing the indebtedness;
• the source of payments;
• participation in management flowing as a result;
• thin or adequate capitalization;
• identity of interest between creditor and stockholder;
• source of interest payments;
• the ability of the entity to obtain loans from outside lending institutions;
• the extent to which the advance was used to acquire capital assets or to meet current operating expenses; and
• the failure of the debtor to repay on the due date or to seek a postponement, as well as the actual payment of the interest.
If the IRS were to prevail that RSAs should be treated as equity for tax purposes, each holder would be considered to be a member of the Company and, because the Company is taxed as a partnership, interest payments received by a holder would be recharacterized as distributions from a partnership, which could impact the tax treatment of the holder. Because a partnership generally is not a taxable entity, it will incur no federal income tax liability. Rather, each holder would be required to take into account in computing its federal income tax liability its allocable share of income, gains, losses, deductions, and credits of the Company, regardless of whether cash distributions are made.
Investors are reliant on the Administrative Agent for servicing and collections
The Investors will not be able to pursue collection against the Company themselves. If the Administrative Agent were to become subject to a bankruptcy or similar proceeding or were to otherwise become unable to perform its duties under the RSAs, enforcement of Investors’ rights could be uncertain, recovery of funds due on the RSAs may be substantially delayed, and any funds recovered may be substantially less than the amounts due or to become due on the RSAs. There is no provision in the RSAs for a party to replace the Administrative Agent.
Disputes may be resolved only through mandatory binding arbitration
The RSAs provide that any claims or disputes between the Investor and the Company and its affiliates and agents (including the Placement Agent) must be resolved by confidential mandatory binding arbitration before a private dispute resolution service and forum provider. Investors will not have a right to litigate claims through a trial, and will be required to knowingly and voluntarily waive their rights to litigate any claims in a court.
The obligations of the Company under the RSAs will be unsecured obligations
The Company's obligations under the RSAs will be unsecured obligations. Therefore, upon the occurrence of an event of default under the RSAs, an Investor will have no recourse against the assets of the Company and rights that the Investor may have under the RSAs will be subordinate and inferior to the Company's other creditors at such time, if any.
Investors will not become members of the Company
Investors will not become members of the Company and shall have no rights to share in the Company’s net assets (other than pursuant to their RSAs), cash flow, or net income, and shall have no voting or dividend rights, as a result of his, her or its investment. Investors shall only be entitled to their pro rata share of collected gross revenue of the Company, up to the Maximum Revenue Share Amount. The only return on the investment is the monthly revenue share payments set forth in the RSAs.
Investors may not receive a return of their investment amounts and there is no guarantee of return
Investors will be entitled to receive a return on their investment only through the RSAs and the monthly revenue share payments thereunder. The only source of funds for the repayment of the Investors' investment amounts and a return on such investment amounts is the Company's operations. The return to Investors and the future value of the investment will depend on a number of factors which cannot be predicted at this time and which may be beyond the control of the Company. These include the general, local, and industry-related economic conditions. In the event that the Company does not generate sufficient revenues from operations, the Investors may not receive any return at all and may lose a substantial portion (or possibly all) of their investment amounts. Neither the Company nor the Placement Agent makes any representations or warranties with respect to any return on an investment in the Company. There can be no assurance that an Investor will receive any return on an investment in the Company or realize any profits on such Investor's investment in the Company.
Restrictions on transferability
The RSAs offered by the Company have not been registered under the Securities Act, nor any applicable state securities laws, in reliance on the exemption from registration in Securities Act Sections 3(b) and 4(2) thereof and in the rules of Regulation D promulgated thereunder. As a result, the RSAs are subject to restrictions on transferability and resale and may not be transferred or resold by any Investor except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption from these laws, or if the Company has received an opinion of counsel satisfactory to it that registration under such laws is not required. In addition, there is no market for the RSAs being offered and the Company does not expect that any market will be developed in the foreseeable future.
No market; Lack of liquidity
There currently is no public or other trading market for the RSAs being offered or any other securities of the Company and there can be no assurance that any market may ever exist for the RSAs being offered or any other securities of the Company. If a public market does develop, factors such as competitors' announcements about performance, failure to meet securities analysts' expectations, changes in laws, government regulatory action, and market conditions for the industry in which the Company operates in general could harm the price of the Company's publicly traded securities. The Company has no obligation to register the RSAs being offered or any other securities under the Securities Act or any state securities laws. Investors should be prepared to hold their RSAs for an indefinite period.
The RSAs are offered on a best efforts basis
The RSAs are being offered by the Company on a best efforts basis as specified herein. The Company will begin using the net proceeds of the Offering immediately. To the extent that the Company does not raise the full $324,000 amount that it is seeking in this Offering, some or all of the business objectives and financial forecasts of the Company may be delayed and/or unfilled. There can be no assurances that the Company will raise the full amount of $324,000 sought through this Offering.
Conflicts of interest
The Company is subject to various conflicts of interest arising out of the relationship between the Placement Agent and the Company. Ryan Flynn is a principal of Localstake Marketplace, LLC (the Placement Agent) and is the brother of Garret Flynn, a founding member of the Company pursuing the sale of the RSAs.
Fundraise status: No current fundraise
You cannot express interest at this time. Check back soon!
Your status: No interest
Expressing Interest FAQ
Expressing interest covers a few different functions. First, it acts as your indication to the business that you have a potential interest in considering an investment. It is also the means by which you are able to access additional materials from the business. The reason you must express interest to view this information is so that the business can keep track of who has accessed their sometimes confidential information. Lastly, expressing interest allows you to keep in touch and stay updated on the progress of the business as they work through their fundraise.
An expression of interest is non-binding. Providing a dollar amount of interest to the business is exclusively a way for them to get a better understanding of whether there is sufficient aggregate interest from investors to support their fundraise goals. If you do not provide a dollar amount to the business, this is fine, but they may decide to cancel their fundraise if they do not have a clear enough picture as to whether there is enough interest to meet their goals.
Yes. Interest can be cancelled at any time, and after cancelling the business will have no means by which to contact you. If you cancel your interest, you can always express interest again if you change your mind.
Yes. The business will be able to contact you through Localstake Marketplace platform messaging. They will not receive any other personal contact information (i.e. email address, phone number, etc.).
When you express interest in a business, they will receive a notification that you are interested. On their investor management interface, they will see your name, state of residence, occupation, and amount of investment.
Once you've indicated interest, you can commit to invest or provide feedback to the business about your potential investment.
Committing to Invest FAQ
Committing to invest should constitute a binding commitment on the part of the investor that you are going to follow through on investing the amount you have provided to the business. You should only commit to invest once you are sure that you want to invest in the opportunity.
Your commitment will make you eligible to receive any perks available to investors for which you meet applicable eligibility requirements. Note that you are not guaranteed a spot in the fundraise until the business has approved your investment. Once you have committed and the business has finalized their investment terms, you can continue on to complete your investment and submit it to the business for approval.
A commitment shoud be treated as binding. If you do not plan to move forward with an investment, you should not commit to doing so. However, you are not irrevocably committed to investing until 3 days after the business has approved your investment and countersigned your investment documents.
You can commit to invest at any time. Commitments help show traction in the fundraise to other investors, so the earlier you are ready to make your commitment, the better. This will help the business in its efforts to attract additional investors to their fundraise.
The business owners are the only people that will have this information. No other investors will know that you committed to invest, only that someone committed to invest. The aggregate amount of commitments is shared with other interested investors.
No. You will still need to provide an electronic signature on the investment documents and select a method to transfer your funds. You will need to wait to complete these steps until the business has finalized their investment terms.
Once you have committed to invest, you will review and sign the investment documents.
Signing Documents FAQ
When you make an investment in a business, you enter into legally binding contract that outlines your rights as an investor. The specific documents you sign will vary based upon the type of security you are investing in (i.e. debt or equity). Every investment will include an investor questionnaire document that will be pre-populated with information from your investment account that provides proof of your eligibility to invest in the offering. These documents act as your proof of investment and provide all of the details about your investment and your role as an investor. You should read these documents carefully before investing.
Your investment documents will be pre-populated with information from your investment account to help identify you, including your SSN which the business needs in order to produce tax documents for your investment. There will also be information about your personal financial situation on the documents to help provide proof of your eligibility to invest in the offering.
In order to sign the documents, you will use our proprietary e-signature tool. You will have the opportunity to review each document that you will be signing and then select a signature or create your own to be added to the documents.
Yes, once the business has accepted your investment and countersigned your investment documents, a copy of your signed agreement will be stored on your Investment Portfolio page on Localstake Marketplace.
We can help you complete an investment for the following investor types: self-directed IRA, joint with spouse, entities, and trusts. Contact us if you would like to make an investment of a type other than as an individual.
Once you have reviewed and signed investment documents, you will choose how you would like to transfer funds.
Transferring Funds FAQ
The business owner will then receive your proposed investment and accept and countersign it.
For most fundraises, there are three options to choose from when transferring investment funds.
- 1. Electronic Transfer - transfer your funds by electronic ACH transfer. You will need to connect a personal bank account in order to use this transfer method.
- 2. Wire Transfer - call your bank and give them instructions on where you would like your investment funds to be sent. With a wire transfer, you will receive instructions on where to transfer the funds after the business accepts your investment.
- 3. Check - When selecting to make your investment by check, you will receive instructions on where to mail your check after the business accepts your investment.
Note that, due to difficulty in tracking funds, the option to mail a check is typically only available for investment amounts of $5,000 or greater, and in some cases may not be available at all.
If you transfer your funds via electronic transfer, the funds will be transferred from your bank account as soon as the business reaches their fundraise target and accepts your investment. You will receive a notice two business days prior to the electronic transfer occurring. If you transfer funds via check or wire, you will need to complete the fund transfer outside of the Localstake Marketplace platform.
If you would like to change something about your investment, such as the information on your investment documents, or to decrease the amount of your investment, please contact us. If you only wish to increase the amount of your investment, you can make a second investment by clicking the 'Invest Again' button.
You may cancel your investment at any time up to 48 hours after the business has countersigned your documents. To cancel your investment, please contact us.
Businesses send payments to investors over the Localstake Marketplace platform
If the business you invest in reaches their funding goal, they will be making payments to you over the Localstake Marketplace platform. If you use electronic transfer for your investment, these payments will be made back to the bank account you linked for your electronic transfer. If you do not set up an electronic transfer for your initial investment, you may do so on your bank account page once you log in.
If the business you invest in does not reach their funding goal, your investment funds do not need to be transferred to the business and will remain in your account.