William McGuire, Founder & CEO
Current Fundraise Summary
Expires 09/30/2021 | $50,000.00
Pre-emptive (Pro-rata) & Voting Rights assuming conversion of the C. Note into Series A-1 Units as well as a Private Virtual Roundtable with members of our Advisory Team + everything in "Diversified Professional Investor" level
Expires 09/30/2021 | $10,000.00
Diversified Professional Investor
VIP Access / Behind the Scenes in person event (anticipated between Fall 2021 and Spring 2022) + everything in "Individual Syndicate Angel"
Expires 09/30/2021 | $1,000.00
Reg A+ Level
Your choice of a Gift card to the diversity of founders products and services within network OR a donation in your honor from us to your entrepreneurial community partner of choice + everything in "Rising Accredited" perk
Expires 09/30/2021 | $500.00
We pay your way to get in front of entrepreneurs at one of the in-person entrepreneurial events we're attending (We'll provide a list e.g. Innovate Raleigh Summit, Mountain Raise, etc.) + everything in "New Regional Investor" perk
Current financial condition of the Company
The convergence of media and business advisory industries are people & capital intensive, and as such it can be expected that most companies will operate at a loss for their first few years until achieving sufficient subscription and contract volume. Over the course of just over two years of operations, LiveVested, LLC is no exception. The closest analogy for the Company's business is the growth of similar, but not identical services such as private market news as well as programs for Incubators & Accelerators which has required the Company work to delineate itself in this rapidly evolving market by adding business advisory 'sales-focused' & marketing team members. During the 1st year, sales & marketing was primarily performed by a single individual with support from Company advisors and the first revenue did not land until 2019 Q4. In late 2019 Q4, the Company decided to only sell through partner channels (e.g. 'accelerators', 'incubators', etc. and referrals) which accelerated contract and revenue growth. The Company onboarded 3 temporary contract team members in late 2019, another full time team member in early 2020 (2 team members total), added 2 more team members Sept and Nov (4 team members total), and then ended the year with 7 full time team member equivalents coming off the 2 acquisitions on December 31, 2020. Since Inception, the Company has relied on funds received from its founder, small business loans, revolving debt from the founder, approximately $73,500 of investment (equity and convertible debt), and client revenue to fund its operations. As of March 15, 2021, the Company had $6,500 of working capital plus $18.5K in contract revenue not including ongoing revenue from The FENX subscriptions plus another $32K in close to being signed contract revenue all before the end of 2021 Q1. The Company will likely incur losses prior to generating positive working capital. Prior to COVID in March 2020, the company saw steady consistent contract & revenue growth with consistent payments which slowed during the second wave of COVID during Q4 of 2020. As of March 2021, revenue growth has accelerated due to the combined operations of the Company's 2 acquisitions and testing of new business lines which have major potential for revenue & equity value growth, however, some business lines, "Launch" have not restored to their pre-COVID numbers as of March 2021. That said, actual & contracted revenue for 2021 Q1 is already nearly 100% of all of 2020's $36K in revenue while also achieving an increase in equity value in exchange for services rendered. We will use the funding from this raise with an aim to grow all business lines (The FENX, Launch, Syndicates, boon, Inc operations & the Company's skunkworks operations) through partner channels. We intend to hire 2 more team members in 2021.
Financial projections are subject to certain risks of the business and may not be achieved. Projections only contemplate projected cash flows, are unaudited and may not be formulated in accordance with US Generally Accepted Accounting Principles. Consult the investment materials for more information on business specific risks and a discussion of the key risks that may impede the achievement of the revenue forecasts presented. There is no guarantee that an investment may achieve any level of return. Review our Risks of Investing before making an investment decision.
This is an overview of the previous and planned financings of the business, including the capital needs the business is looking to cover in the current financing.
Who are your target customers?
Incolo focuses on “founders” at early stages of their company journey and is industry agnostic. Although Incolo can help founders with just an idea, our target customer would typically have a company formed with initial diligence on their market opportunity, product/service, and are directionally focused. They likely have startup capital from the founder or friends and family and may have already raised a small amount of seed capital. Incolo has worked with founders at the Series A stage and serial entrepreneurs.
Do you have current customers?
We currently have around 75 founders in various stages of their Incolo Journey.
- There are 50 paying founders in The FENX community
- We've served 23 companies through "Launch" representing revenue and/or equity/warrants in their businesses
- We have 2 startups in the Boon Marketplace Accelerator
What is your current customer pipeline?
Partners drive a significant portion of our customer base. The number of founders and their business's we can serve could have amazing impact for founder/partner/community access to returns.
- Our current pipeline as of Feb 28, 2021 consists of 11 industry partners representing a direct pipeline of
- 450 FENX Opportunities ongoing monthly (rev share)
- 600 FENX Opportunities quarterly
- 10 "Launch" Opportunities Quarterly (~$5k/each + overall ~$250k warrant value)
- Our direct pipeline has >35 Launch opportunities (as of February 28, 2021) in stages of potential closing with Launch within 6 months (representing a pipeline value of $175k+ in fees and $1M+ in equity/warrants).
What market(s) are you in?
Our primary market is the startup community. We support founders in early stages of their businesses who may be seeking their first or additional rounds of funding.
- There are 30.2 million small businesses in the US in 2019, the venture industry deployed over $135B in capital.
- In North Carolina, there was $1.5B in venture funding and ~$2.5B in loans under $100K, and >150K businesses with 1-20 employees.
What is your competitive advantage?
Incolo has developed a virtuous flywheel that is monetized throughout. By having an accessible platform for all founders, our advantage is founder self-selection. There are rarely any founders that "don't" meet our qualifications leading to a larger community that is driven for success. As they self-select, they continue on their journey and keep the flywheel going. This flywheel, starting with the most accessible "accelerator" community available, is our "moat".
Who are your competitors?
- Our primary competitors are accelerators and other similar programs
- However, accelerators have invited us in to train their founders on 'investability' & new funding models
- We intend to serve the 96% of businesses that do not get accepted or fit into an accelerator program
- We provide onramps and offramps from those programs so we act as “co-opetitive”
- In North Carolina, our immediate addressable market accelerators, received on average 594 applications for just 9.6 spots each.
- Though it may be viewed as competitive, we desire to work alongside traditional capital
- Although we are “fundraising agnostic” i.e. we want what’s best for the founder, we do focus education on investment based crowdfunding. We've had founders leverage grants, SBA, traditional investment, and new investment crowdfunding models. We've also had founders learn how to grow off revenue, primarily through trusted partner channels
- While we have the goal of “Flipping the Capital Markets”, traditional VC’s and Angels may be viewed as competitive.
- We help improve VC and Angel opportunities as founders that leverage the Incolo Platform are more fundamentally investable by most measures.
- Additionally, those channels are turning more and more towards Regulation Crowdfunding to help achieve more value for their LP’s and leverage Incolo to help create those opportunities.
Our primary competitors are traditional accelerator groups and similar programs serving the early stage founder community. So while these programs have scarce acceptance, Incolo intends to fill the gaps of an early stage founders journey by providing a comprehensive platform to advance their business. In doing so, Incolo becomes a cooperative partner for the entire funding ecosystem providing both onramps and offramps to and from our platform.
How do you sell your product or service?
Our primary opportunity is through partner/channel sales programs. We have proven this model by partnering with local programs to onboard their reach into our platform. An example of this is working to monetize the due diligence done by existing VCs and accelerator firms into the ~96% of businesses that do not end up fitting their programs. By providing them a revenue share or carried interest (a way to generate ROI on due diligence) it becomes a mutually beneficial relationship.
How do you market your product or service?
Our marketing strategy is built around being the expert in growing and scaling businesses. We do that by acting like a media company by adhering to the three tenants of content, distribution, and awareness.
- Our partner network, founders, and team are already developing much of the content we distribute through social and partner networks.
- Awareness through education is a core tenant of what we do so we create value-based marketing.
- Story telling / positioning is a fundamental method for the 'stickiness' of our model and how the businesses we work with sell / form partnerships to scale and exit.
Provide us with some background on your products and services.
Incolo started as a highly specialized service providing "investability" consulting. As we worked with founders, they helped us build a continually improving product that we can truly say was built by founders, for founders.
Incolo delivers investability through:
- The FENX founder community. Founders get access to other founders, experts, and resources which service their needs across all aspects of growing and scaling an investable business.
- Founders can opt into Launch - in depth, personalized coaching sessions on "investability". Launch's approach to investability helps founders develop a structurally sound business and go-to-market strategy that creates an opportunity that people would want to invest in even if the business is not raising capital. For most founders, Incolo charges a flat $5,000 fee and, typically, a 1.15% warrant. Why the .15%? Ask us in Q&A.
- Funding Options are not limited: Founders can raise funding through a syndicate, an investment crowdfunded raise, or any other mean strategically aligned with their business growth..
We aim to cultivate a community where all successful founders give back to the ecosystem throughout their journey and, when successful, give back completing the Incolo platform virtuous cycle. The benefits go well beyond the Incolo community and directly into the broader local communities.
What is your product development timeline?
Founders should be able to get answers to their detailed questions at the click of a button. Our product currently allows provides founders detailed answers to questions such as:
- What are the 6 ways of compensating my team?
- How do I raise capital successfully?
- How do I grow off revenue and partner channels?
- and more...
Incolo is developing an automated accelerator-like community for founders to self-select into the journey of being a successful founder alongside other founders who aim to help them succeed.
Over the next twelve months, our platform will replace the existing lonely and secretive founder journey with a supportive, transparent ecosystem. This allows founders to both grow their businesses and develop communities of founders focused on growing together (aka "Cultivated Communities"). Our founder centric community enables entrepreneurs to surround themselves with those best served to help them - other motivated founders.
What is your production process?
Incolo is an online platform that is comprised of a social community with various customizations, educational content, community building by creating connections, and events (virtual with an intent to return to localized in person). We manage all of our apps and content through an internal feedback loop which helps us enhance the community.
Provide detail on your hiring plans
The primary needs of founders are outlets to share what they are building and experienced founders/partners to help them grow. Therefore, over the next 18th month we will be:
- Scaling up marketing and community management.
- Curating additional (serial) founder experts to serve the community
Our core team remains lean with a heavy focus on automation to meet founder needs.
Over the next 5 years, we aim to expand our team to meet founders' needs such as:
- additional serial entrepreneurs
- capital market experts
- knowledgeable syndicate experts
What is the composition of your current team?
The team consists of all K-1 equity holding partners. Compensation is structured to favor the long term growth of the founders the team serves. As of Janurary 2021, there are 5 full time team members US side, a fractional marketplace founder expert, software development in Ukraine in addition to our advisors. We are in discussions with several other potential core team members and/or serial entrepreneurs who are thinking through how we work together to generate mutually beneficial value.
Will has been a startup investor and advisor in over 60 private companies. His goal is to improve community awareness and access to the private markets. He believes our region is at the ground floor of one of the greatest growth periods it has ever seen which will be led by a community of investors, entrepreneurs, and partners who build & (co)invest together.
More on Will:
From early on, Eric has focused on the possibilities presented by emerging technologies and entrepreneurship. He started his first web-based company 20 years ago helping businesses leverage internet technologies to improve efficiencies in operations and connect with consumers. He led the development of one of the first email marketing apps, Homing Pigeon, in the late ’90s while creating web-focused application strategies for global organizations such as Mindspring/Earthlink, AmericasMart, and JETRO Atlanta. After moving to Raleigh in the early 2000’s, Eric spent 12 years at Allscripts, a public healthcare software company, and is credited with helping them shift to a modern marketing approach, using automation, data, and inbound strategies Over the years, he has helped many early-stage technology companies hone in on their strategy, develop traction, and raise capital. He is also the co-founder of Cryptolina conferences and co-chair of the North Carolina Blockchain Initiative.
Anya graduated from Meredith College in 2020 with degrees in Business Administration and Economics, and a minor in Entrepreneurship. As a Raleigh native, Anya is passionate about her community, the local arts and music scene, and empowering entrepreneurs to achieve their dreams. Working with Imurj, HQ Raleigh, and MATI Energy, she is an advocate for small business and the synergy that comes from the community standing strong together.
More on Anya:
Ryan Vet launched his first company, a marketing firm, Digi Tech Studio at age 14. From there he helped launch or lead a number of venture-capital based companies before starting Boon, a streamlined way to help provide temporary staffing for healthcare organizations. Additionally, he is co-owner of The Oak House with two locations in NC.
Mac Lackey is an entrepreneur who has built and sold six companies. Serving most recently as Founder/CEO of KYCK (acquired by NBC Sports), Mountain Khakis (acquired by Remington), InternetSoccer Network (acquired by News Corp SKY), and various other ventures. Currently, Lackey is mentoring and supporting entrepreneurs via the programs, The FENX and ExitDNA.
James has deep experience in acquisitions, divestitures, joint ventures, partnerships, and commercial agreements. His professional passion lies in creating and executing on niche real estate investing opportunities while renting out some really cool cars. He’s always open to conversation and resides in Charlotte with his wife and 2 fur babies.
After spending 2 years in China obtaining his MBA in International Business, Desmond co-founded BatteryXchange. Desmond has almost a decade of professional experience with expertise in business development, technology, manufacturing, and international organizational management. As the CEO of BatteryXchange, Desmond brings 1st hand knowledge of how to raise capital while building a team positioned to scale.
Sumit is the Founder, CEO & Chief Drinking Officer at Lonerider Brewing Company which operates in over 9 states & the UK and he is Chairman of Lonerider Spirits. He’s active in the NC entrepreneur ecosystem as a startup Advisor, Angel Investor, and Board Member. In addition to distribution, logistics and operations, Sumit has an extensive technology background.
Dayton is a seasoned senior executive, board director, board advisor, Angel Investor and leader from the Charlotte area who desires to elevate the recognition of NC’s Entrepreneurial Community. As CEO of Dayton International, Dayton is one of the world’s top executive consultants in digital transformation and modernization.
Mark Easley has been an active advocate, advisor, and investor in the investment crowdfunding industry since 2012. Mark is a tech startup advisor and angel investor in the Research Triangle Park area of North Carolina. He previously had a 25 year technology career in engineering, marketing, and sales in the semiconductor industry in Silicon Valley
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Accountant keeping us in check regularly, https://www.sproutbk.com.
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About Incolo (formerly CrowdfundNC)
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Risks & Disclosures
Limited operating history
The Company was founded in January 2019, 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, but are not limited to:
- 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 highly-specialized personnel to fulfill various roles within the Company. Competition for such personnel is intense and there can be no assurance that the Company can attract, assimilate or retain sufficiently qualified personnel. 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.
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 hiring, marketing and sales, startup development, 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.
No assurances of sufficient financing; Additional capital may be required
Although the Company believes the proceeds of this Offering, along with other planned financings, 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 other established and early-stage private company community service providers. 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 technologies, changes in laws or regulations, and changes in client and/or user requirements. 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
On or about January 28, 2021 Will McGuire and LiveVested, LLC were advised by email that a lawsuit had been initiated in the United States District Court for the Eastern District of North Carolina by a pro se Plaintiff. On February 26, 2021 in a Recommendation and Memorandum, the United States District Court for the Eastern District of North Carolina recommended the case be dismissed on the basis of it being frivolous. The Plaintiff had until March 12, 2021 to file written objections to the District Judge and no such objections were filed. As such, it is expected that the case will be dismissed in the near future.
Although management is unaware of any other threatened or pending litigation against the Company, 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 another 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 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 until a conversion to equity event occurs (if it occurs) and then voting rights are provided to those with Series A-1 Units. Only those investors holding Series A-1 Units will have the 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.
Limited ability to protect intellectual property rights
The Company will rely on intellectual property laws to protect its proprietary assets, all of which offer only limited protection. Competitors may infringe upon any patents or trademarks that the Company takes out on its proprietary assets. Failure to adequately protect its 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. If the Company resorts to legal proceedings to enforce the Company's intellectual property rights, the proceedings could be burdensome and expensive and could involve a high degree of risk. Additionally, the Company may become subject to third-party claims that it infringed upon their proprietary rights or trademarks. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, injunctions against the Company or the payment of damages by the Company.
The Company has filed for the assumed name "Incolo" and will continue to hold the assumed name "CrowdfundNC."
The trademark "Incolo" is trademarked under serial number 90430200. The asset was registered by William McGuire. The Company has a legal document ("TDocument") between William McGuire and LiveVested, LLC to transfer the trademark to the Company at no cost. The TDocument also assign all rights and interest in the "Incolo" mark to LiveVested, LLC on a royalty-free, perpetual license to use Incolo however they choose before this official transfer. It is anticipated that the official transfer can be made within 30 days post raise close.
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. The Company's efforts to market and sell its services could be significantly affected by competitive and technological developments. 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.
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.
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.
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 market; Lack of liquidity
There currently is no public or other trading market for the Notes being offered or any other securities of the Company and there can be no assurance that any market may ever exist for the Notes 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 Notes being offered or any other securities under the Securities Act or any state securities laws. Investors should be prepared to hold their Notes for an indefinite period.
Restrictions on transferability
The Notes 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 Section 4(a)(6) and in accordance with Section 4A and Regulation Crowdfunding (Section 227.100 et seq.). As a result, the Notes are subject to restrictions on transferability and resale and may not be transferred or resold by any Investor in the Notes during the one-year period beginning when the Notes were issued, unless the Notes are transferred (i) to the Company; (ii) to an Accredited Investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (iii) as part of an offering registered with the SEC; or (iv) to a member of the family of the Investor or the equivalent, to a trust controlled by the Investor, to a trust created for the benefit of a member of the family of the Investor or the equivalent, or in connection with the death or divorce of the Investor or other similar circumstance. The term "member of the family of the Investor or the equivalent" includes a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the Investor, and includes adoptive relationships. The term "spousal equivalent" means a cohabitant occupying a relationship generally equivalent to that of a spouse. In addition, there is no market for the Notes being offered and the Company does not expect that any market will be developed in the foreseeable future.
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 Notes and the interest and principal payments thereunder, unless converted to equity. 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.
Investors will not become members of the Company, unless the Notes are converted to equity in the future
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 Notes), cash flow, or net income, and shall have no voting or dividend rights, as a result of his, her or its investment, unless the Notes are converted to equity in the future.
The obligations of the Company under the Notes will be unsecured obligations
The Company's obligations under the Notes will be unsecured obligations. Therefore, upon the occurrence of an event of default under the Notes, an Investor will have no recourse against the assets of the Company and rights that the Investor may have under the Notes will be subordinate and inferior to the Company's other creditors at such time, if any.
Disputes may be resolved only through mandatory binding arbitration
The Notes 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.
Investors are required to indemnify and reimburse the Administrative Agent; There will be little or no recourse against the Administrative Agent.
As a condition of agreeing to the terms of the Notes, the Investor has agreed to indemnify and reimburse the Administrative Agent, ratably from and against any and all actual liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (other than those expenses and costs to be borne by the Administrative Agent in the ordinary course of its or its agents’ fulfillment of administrative agent services), which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of the Notes or any action taken or omitted under the Notes, provided that the Investor shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.
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 Notes, enforcement of Investors’ rights could be uncertain, recovery of funds due on the Notes may be substantially delayed, and any funds recovered may be substantially less than the amounts due or to become due on the Notes. There is no provision in the Notes for a party to replace the Administrative Agent.
The Notes may never convert to equity
The Company may never receive a future equity financing. In addition, the Company may never undergo a liquidity event such as a sale of the Company or an IPO. If neither the conversion of the Notes nor a liquidity event occurs, the Company may be required to pay off the debt obligation under the Notes. If the Company is unable to pay off that obligation at the maturity of the Notes, the Company could be placed in default and Investors may not receive a return on their investment.
Equity securities acquired upon conversion of Notes may be significantly diluted as a consequence of subsequent financings
Any equity securities issued by the Company will be subject to dilution. The Company intends to issue additional equity to third-party financing sources in amounts that are uncertain at this time, and as a consequence holders of equity securities resulting from conversion of the Notes will be subject to dilution in an unpredictable amount. Such dilution may reduce the Investor's control and economic interests in the Company. The amount of additional financing needed by the Company will depend upon several contingencies not foreseen at the time of the Offering. Each such round of financing (whether from the Company or other investors) is typically intended to provide the Company with enough capital to reach the next major corporate milestone. If the funds are not sufficient, the Company may have to raise additional capital at a price unfavorable to the existing investors.
Investors will not be entitled to any inspection or information rights other than those required by Regulation Crowdfunding
Investors will not have the right to inspect the books and records of the Company or to receive financial or other information from the Company, other than as required by Regulation Crowdfunding. Other security holders of the Company may have such rights. Regulation Crowdfunding requires only the provision of an annual report on Form C and no additional information, there are numerous methods by which the Company can terminate annual report obligations, resulting in no information rights, contractual, statutory or otherwise, owed to Investors. This lack of information could put Investors at a disadvantage in general and with respect to other security holders.
The terms of the Notes may be amended without the consent of the Investor
Any term of the Notes may be amended or waived with the written consent of the Company, the Administrative Agent and the Investor. In addition, any term of the Notes may be amended or waived with the written consent of the Company, the Administrative Agent and Investors holding at least fifty percent (50%) of the outstanding principal amount of all Notes issued. Such an amendment would be effective to, and binding against all Investors in the Notes. As such, the Investor should be aware that it is possible for the Notes to be amended without their consent.
An investment in the Notes 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 Notes 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 Notes is appropriate.
The Notes have not been registered under the Securities Act
The Notes 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 Section 4(a)(6) and in accordance with Section 4A and Regulation Crowdfunding (Section 227.100 et seq.). The investment contemplated by the Notes 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 Notes 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 Notes and no such market is expected to develop
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold by any Investor in the Notes during the one-year period beginning when the Notes were issued, unless the Notes are transferred (i) to the Company; (ii) to an Accredited Investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (iii) as part of an offering registered with the SEC; or (iv) to a member of the family of the Investor or the equivalent, to a trust controlled by the Investor, to a trust created for the benefit of a member of the family of the Investor or the equivalent, or in connection with the death or divorce of the Investor or other similar circumstance. The term "member of the family of the Investor or the equivalent" includes a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the Investor, and includes adoptive relationships. The term "spousal equivalent" means a cohabitant occupying a relationship generally equivalent to that of a spouse. 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 Notes 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 a startup 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 Notes. 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 Notes 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 Notes are fully set forth in the Note
The terms, conditions and restrictions of the Notes are fully set forth in the Note, 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 Note. In the event that any of the terms, conditions, or other provisions of the Note 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 Notes 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 Notes 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 information provided will at least meet the minimum requirements under this offering and per the rights granted by the Company’s Operating Agreement. The Company will also provide you an opportunity to meet with representatives of the Company to obtain other additional information.
This Offering is being conducted on an expedited basis due to circumstances relating to COVID-19 and pursuant to the Commission's temporary regulatory COVID-19 relief
Under these temporary regulations, financial information certified by the principal executive officer of the issuer has been provided instead of financial statements reviewed by a public accountant that is independent of the issuer.
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/incolo) (the "Company Offering Profile") relate to the offer and sale of convertible promissory notes (collectively, the "Notes") in LiveVested, LLC, a limited liability company organized in Delaware (the "Company"). The Company is seeking to raise between a minimum of $57,000 (the "Minimum Offering Amount") and a maximum of $250,000 (the "Maximum Offering Amount") from potential investors (each, an "Investor" and collectively, the "Investors") through the offer and sale of the Notes.
Investors will not become members of the Company and will have the certain rights and obligations as set forth in the Note, a copy of which is provided in the Offering Materials. For a detailed summary of the Offerings and the Notes, see the Term Sheet included in the Offering Materials.
Closing procedures for the Offering
The Offering shall be available to potential Investors until the final closing of the sale and purchase of the Notes (the "Final Closing"), which will occur upon the earlier of (i) the date the Company has closed on the purchase and sale of Notes for the Maximum Offering Amount, (ii) February 28th, 2022 at 11:59 PM EST, or (iii) the Company terminates the Offering in its sole and absolute discretion (the "Termination Date").
The Notes are offered by the Company on a best efforts, minimum-maximum basis as specified herein. As such, the Offering is contingent upon the Company's receipt of the Minimum Offering Amount prior to the Termination Date. All funds received from Investors will be held in an escrow account (the "Escrow Account") established with Kingdom Trust Company (the "Escrow Agent") until the Minimum Offering Amount has been satisfied. In accordance with the Company's reliance on the SEC's temporary regulatory COVID-19 relief, the closing(s) for this Offering are being conducted on an expedited basis. The Company may conduct a closing of the Offering at any time after it has aggregate investment commitments for which the right to cancel pursuant to the procedures outlined herein has lapsed that equal or exceed the Minimum Offering Amount (absent a material change that would require an extension of the Offering and reconfirmation of the investment commitment). Once the Minimum Offering Amount has been received by the Escrow Agent in the Escrow Account, pursuant to the terms of the Escrow Agreement and provided that the Placement Agent has provided advance written notice to Investors, the Escrow Agent will initiate the transfer of Investor funds (net of the placement fee to be paid to the placement agent, Localstake Marketplace LLC (the "Placement Agent"), on such amounts) from the Escrow Account to a deposit account maintained by the Company (the "Initial Closing"), which funds shall constitute net proceeds usable by the Company for the purposes outlined in the Offering Materials. After the Initial Closing, additional Investor funds will be held in the Escrow Account until, and at such time as, the Placement Agent chooses to, in its sole discretion, direct the Escrow Agent to release the additional Investor funds, (each a "Closing"), to be facilitated using the same procedures identified herein for the Initial Closing. The Company will continue to accept investment commitments up until the occurrence of the Final Closing.
If the Minimum Offering Amount is not received by the Company into the Escrow Account prior to the Termination Date of the Offering, no Notes will be sold in the Offering, and the Offering will not be consummated. All investment commitments will be cancelled and the Escrow Agent will initiate a return of any Investor funds deposited in the Escrow Account to such Investors within ten (10) business days. Investor funds will not earn interest while in escrow and no interest will be returned with Investor funds if the Offering is not consummated. Any Notes subscribed for by control persons of the Company or the Placement Agent (or their affiliates or related persons thereof) will not be counted in determining whether the Minimum Offering Amount has been satisfied.
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 Notes 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 Maximum Offering Amount, the Company will determine, in its sole discretion, which subscriptions to accept up to the Maximum 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 the Escrow Account, 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 Escrow Account. Investors may cancel their investment commitment in the Notes, 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 acceptance of the Investor's investment by the Company.
If an Investor has not canceled his, her or its investment commitment in the Notes within 48 hours of the Company's acceptance of the investment, the Investor's subscription for the Notes shall be irrevocable by the Investor, the Investor's funds will be released to the Company upon the applicable Closing, and the Investor will receive securities in exchange for his or her investment, which will be documented through the receipt of an executed copy of the Notes, and 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 Section 4(a)(6) and in accordance with Section 4A and Regulation Crowdfunding (Section 227.100 et seq.). Regulation Crowdfunding sets forth certain statutory investment limitations for purchasers of securities offered pursuant thereto. The Notes 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 whose investment in the Notes, together with any other investments made in any Regulation Crowdfunding offering during the 12-month period preceding the date of such transaction, does not exceed: (i) the greater of $2,200 or 5 percent of the greater of the investor's annual income or net worth if either the investor's annual income or net worth is less than $107,000; or (ii) 10 percent of the greater of the investor's annual income or net worth, not to exceed an amount sold of $107,000, if both the investor's annual income and net worth are equal to or more than $107,000 ((i) and (ii) collectively referred to as the "Qualified Investors"). The minimum investment that will be accepted by the Company from a Qualified Investor is $100.00.
Use of proceeds in the Offering
The Company intends to use the net proceeds of this Offering for hiring, marketing and sales, startup development, as explained in further detail on the Funding tab of the Company Offering Profile.
Subscribing for an investment and transferring funds
Investors interested in subscribing for the Notes 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 in limited circumstances. Instructions for each method of payment will be provided upon investment via 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.For Minimum Offering Amount
- Gross Proceeds: $57,000.00
- Estimated Placement Fee: $1,710.00
- Net Proceeds: $55,290.00
- Gross Proceeds: $250,000.00
- Estimated Placement Fee: $7,500.00
- Net Proceeds: $242,500.00
Ongoing reporting requirements
In addition to the Information Rights provided to investors under the Notes, the Company will file a report electronically with the SEC annually and post the report on its website, no later than 120 days after the end of each fiscal year covered by the report. Once posted, the annual report may be found on the Company’s website at: https://crowdfundnc.com/investor-reports. Note, the new URL will be https://incolo.io/investor-reports after the Company name has officially changed.
The Company must continue to comply with the ongoing reporting requirements until:
1. the Company is required to file reports under Section 13(a) or Section 15(d) of the Exchange Act;
2. the Company has filed at least one annual report pursuant to Regulation Crowdfunding and has fewer than 300 holders of record and has total assets that do not exceed $10,000,000;
3. the Company has filed at least three annual reports pursuant to Regulation Crowdfunding;
4. the Company or another party repurchases all of the Notes issued in this Offering; or
5. the Company liquidates or dissolves its business in accordance with state law.
Material changes to the Offering
Should a material change be made by the Company to the Offering Materials, including, but not limited to a change to the Termination Date or the Offering Amount, the Company will provide to all Investors who have made investment commitments notice of the material change. If the Investor does not reconfirm his or her investment commitment within five (5) business days of receipt of such notice, the Investor's investment commitment will be cancelled and the Investor will receive a notification verifying that the investment commitment was cancelled, the reason for the cancellation and the refund amount that the Investor should expect to receive. The Escrow Agent will initiate a return of the Investor's funds deposited in the Escrow Account to such Investor within ten (10) business days.
No analysis has been done of potential federal, state or local tax consequences
Investors should consider potential federal, state and local tax consequences of an investment in the Notes and they are urged to consult their own tax advisor to determine the federal, state and local income tax consequences of acquiring, owning, and disposing of, the Notes. Depending upon applicable state and local laws, tax benefits that are available for federal income tax purposes may not be available to Investors for state and local income tax purposes. The Offering Materials make no attempt to summarize the federal, state and local tax consequences to potential investors.
Conflicts of interest
Localstake Marketplace LLC, the Placement Agent for the Offering, is affiliated to the Company via the CEO of the Company, William McGuire, who is also a Registered Representative of the Placement Agent. In connection with the services provided by the Placement Agent for the Offering, the Company is paying Localstake Marketplace an Offering Preparation Fee and Placement Fee. Through this relationship, the Placement Agent has a material interest in the success of the Offering. William McGuire will not be compensated for his role as a Registered Representative of the Placement Agent in connection with the Offering.
An investment in the Company involves a high degree of risk, and should be regarded as speculative. Prospective investors should carefully consider these investment risks, among others, in addition to the other information presented in the Offering Materials, in evaluating the Company for investment. The risks listed herein are not a complete list of potential risks facing the Company and it may encounter unexpected risks in the future, which, may adversely affect its performance.
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