Tesla, Inc.

Connecting outstanding operations talent with the most inclusive companies

Summary

• $1M GMV run rate
• 120+ customers and 350+ on the waitlist since launch in Dec 2021
• Founded and led by Arlan Hamilton, founder of Backstage Capital
• 1500+ Runner applicants & 205+ in our onboarding pipeline
• GMV growing 57% month-over-month as of March 2022
• Launched just 8.5 months ago in September 2021

Problem

Growing companies need access to outstanding operations talent and layoffs and resignations are contributing to high turnover across industries.

80+% of people resigning from their jobs are leaving due to burnout or boredom. Meanwhile, growing companies need access to outstanding operations talent as they scale.

Job matching and gig-working platforms are thriving, but existing platforms have some key shortcomings:

• They create a vast marketplace, but aren't optimized for non-technical operations talent;
• Workers aren't generally W-2 employees, leaving them without access to benefits;
• Alignment of values and mission between company and workers isn't prioritized; this is a critical factor for culture fit, worker motivation, and potential burnout.

Solution

Connecting outstanding operations talent with the most inclusive companies

We help you add the people your team needs fractionally or temp to hire, when they're needed.

Why Runner

Product

A CEO's best friend

How it works

Runner currently offers five categories of operational talent:

HUMAN RESOURCES

Our People leaders will support the shaping of your team's culture at each stage of your company's growth—recruiting, generalists, compliance, and everything in between.

OPERATIONS

Our Operations talent will run toward solving complex challenges. They make an impact through designing and managing efficient and effective operations.

CONSULTANT

For teams looking for a thought partner and subject matter expert, our consultants have the ability to design and execute risk management solutions and translate company leadership vision to scalable systems and processes.

EXECUTIVE ASSISTANT

Our team of administrative professionals provide broad-based support including scheduling, inbox management, research, and project management. They anticipate the needs of those they support and quickly become a trusted confidant to the team.

RUNNER

We love this category of talent as the sky is the limit! From specialists to generalists, they meet your evolving business needs when you need them, as you need them. Think event staff, extra administrative support, or whatever your business requires.

Traction

$1M GMV

Growing 57% month-over-month as of March 2022

Started just 8.5 months ago in September 2021

Shoutouts & early wins

Customers

122+ current customers and 350+ waitlisted since December 2021

• Customer Profile: Startups with less than 10 employees make up 78% of Runner’s customer base. We also serve many of the Fortune 500 household names.
• Customers benefit from stretching staffing budget by leveraging fractional senior operational support to scale while increasing productivity and profitability.
• Customer feedback:
  • "Jordan is 100% an ideal match. She’s providing above and beyond value for her rate and time – she’s a literally perfect fit for the role I hired her into." - Sara Lobkovich, Red Currant, repeat customer, working with her 3rd Runner
  • "Morgan is incredible. She’s got huge long-term potential in service delivery (coaching, consulting) and product ideation in the knowledge &  information management space. She’s providing excellent work for me while she learns and grows."
  • "Tsukuru has gone above and beyond in making sure things get done promptly - it's been wonderful working with him"- Gefen Skolnick, Couplet Coffee, has retained the same Runner for 6 months

Business model

Runner ecosystem

Pricing

Our model is simple. With Runner's 25% booking fee, you have access to unlimited matches within our inclusive operational talent pool.

Runner handles the interviewing, background checks, manages the entire payroll process and invoices the company for the matched talents time.

WITH RUNNER'S 25% BOOKING FEE:

• No subscription fees
• No recruitment fees for temp-to-hire roles* No hidden or additional fees
• No hidden or additional fees

*Direct hire roles have an industry low 10% fee

Market

People want to curate their careers, & are demanding more flexibility than ever

COVID accelerated an existing trend, and Runner is positioned for success

Layoff headlines

The number of companies laying off their workforce is an unfortunate trend that is not slowing down. Twitter is gearing up to lay off hundreds. Fast recently laid off 450, Peloton almost 3K, Hopin over 100, and Robinhood just laid off 9% of its workforce. Very recently, Cameo and OnDeck added to this growing list.

With mass layoffs, engineers and technical roles often have jobs lined up (whether via acquihire, or headhunted immediately) while operations talent often has a more difficult time. That operations talent will utilize Runner exponentially over the next 18 months.

Runner is a soft landing for countless operational talent who are often overlooked.

From Harvard Business Review:

"[Resignations are] now back in line with the pre-pandemic trend, which is one that American employers are likely to be contending with for years to come...  companies that have the vision and resources to offer flexibility to their employees are the most likely to maintain a stable and competitive workforce. And the companies best able to attract and retain talent will be those offering benefits that address the changing needs of workers."

Competition

Runner stands apart from our competition with our inclusive approach

Vision and strategy

With the push of a few buttons and a short amount of time, Runner makes it possible for any company to hire outstanding operational talent.

Runner:

• Enables companies to get the support they need, when they need it
• Enables individuals to curate their career; do the work they want to do when they want to do it
• Provides opportunity for Value and Mission alignment between Customers and Runners
• Is hyper focused and known for providing operations talent to inclusive companies
• Provides a viable additional stream of income for operations talent

Funding

Backed by Backstage Capital, Precursor Ventures, Gaingels, and more, Runner has a diverse cap table of incredible investors supporting us as we grow.

Founders

Arlan Hamilton

CEO & Founder

Arlan Hamilton is the Founder and Managing Partner of Backstage Capital, a venture capital firm dedicated to minimizing funding disparities in tech by investing in high-potential founders who are people of color, women, and/or LGBT. Started in 2015, Backstage has invested $12M+ into 160+ startups led by underestimated founders and has been featured in Fast Company, Forbes, Fortune, CNN Money, Inc., Entrepreneur, and Quartz.

In October 2018, Arlan was featured on the cover of Fast Company magazine, making her the first Black woman who is not an entertainer or athlete to grace the cover. Her first book, It's About Damn Time, was published by Penguin Random house in May 2020. Arlan also hosts Your First Million, a podcast featuring notable people who have reached their first million dollars, downloads, or customers.

Arlan entered the venture investing world from an unconventional path. Before launching Backstage Capital, she authored the groundbreaking blog "Your Daily Lesbian Moment", which she grew to a monthly readership of 50,000 fans worldwide. She has written for AOL, SuicideGirls, and Curve Magazine, and founded and published the internationally distributed indie magazine Interlude. Arlan is also a live music production professional, having served as a tour manager to numerous international artists including will.i.am, Toni Braxton, and Jason Derulo. Most recently, she worked with Atlantic Records recording artist Janine.

In 2018, Arlan co-founded, along with Investment Partner Christie Pitts, Backstage Studio, a new venture studio designed to build products, services, and initiatives that serve the mission of eliminating underrepresentation in tech by empowering founders and their teams to succeed. In April 2018, Arlan and Backstage Studio were the subject of Season 7 of the popular Gimlet Media podcast, StartUp. In October 2018, Backstage Studio announced four accelerator programs, in Los Angeles, Detroit, Philadelphia, and London, UK. In June 2020, Backstage announced its Crowd initiative, providing access to the best underrepresented deal flow to accredited and non-accredited investors. Arlan was recently named on Fortune magazine's 40 under 40 list, as well as Vanity Fair magazine's The 2018 New Establishment List.

Runner Team

Arlan Hamilton

Founder and CEO

Arlan Hamilton is the CEO of Hire Runner, which connects outstanding operations talent with inclusive companies. Arlan is also the Founder and Managing Partner of Backstage Capital, a fund that invests in underestimated founders.

Dianna Moore

COO

Dianna has a strong foundation in finance, risk management, people development and is known for optimizing processes, leading change, modeling ethical values, and inspiring others.

Frantz Joseph

CTO

Frantz has 10 years in Engineering Leadership at Netflix, Etsy, & Mailchimp, with 18 years of expertise in Software Engineering within Tech & Gaming

Lauren Walker-Reader

VP, Operations

Lauren is an engaging, creative professional who builds operational rhythms, anticipates organizational needs and enables leaders to operate efficiently.

Melanie Goodloe

Director of Customer Success

An Entrepreneur, Founder & Coach, Melanie creates and drives key initiatives that help customers optimize value

Michelle Heng

HR Business Partner Leader

Michelle brings 12 years of experience within Human Resources recruiting, Head of People, & People Operations to the Runner team

Nicole Healy

Chief of Staff

Nicole has 10 years in tech startup leadership – Business Development, Client Services, and Operations.

Risks

Our business could be adversely affected if we are unable to protect our proprietary technology or if someone claims that we are infringing on their proprietary technology.

Our success depends, in part, upon our proprietary methodologies and other intellectual property rights. There can be no assurance that the steps taken by us to protect our proprietary information will be adequate to deter misappropriation of our proprietary information or that we will be able to detect unauthorized use and take appropriate steps to enforce our intellectual property rights. In addition, although we believe that our services do not infringe on the intellectual property rights of others, there can be no assurance that such a claim will not be asserted against us in the future, or that if asserted any such claim will be successfully defended. A successful claim against us could materially and adversely affect our business, financial condition and results of operations. Further, these lawsuits could be expensive, take significant time and divert management’s attention from other business concerns.

Interruptions to or failure of our Hire Runner App or other information processing systems may disrupt our business and our sales may suffer.

We are dependent on our information processing systems to timely process client requests and manage our Runners. Interruptions to or failure of our Hire Runner App (the “App”) or other information processing systems may be costly to fix and may damage our relationships with our clients and our operational talent in the categories of human resources, operations, consulting, executive assistance (such talent, “Runners”), and cause us to lose clients and distributors. If we are unable to fix problems with our app or other information processing systems in a timely manner our sales may suffer. Although we plan to allocate significant resources to expanding our systems and infrastructure, there is no guarantee that such systems and infrastructure could prove to be insufficient unless further improved and expanded, especially if we experience a large increase in business.

The failure to recruit, maintain and motivate a large base of productive Runners could limit our ability to generate revenues.

We are an employment recruitment service. To derive revenues, we will have to recruit and engage operational talent. We cannot assure you that we will be successful in recruiting and retaining productive talent, particularly since organizations in many different industries have experienced high turnover rates of employees. Typically, Runners can terminate their relationship with the Company at any time. In recruiting and keeping Runners, we will be subject to significant competition from other organizations, both inside and outside the tech startup industry. Our ability to attract and retain Runners will be dependent on the attractiveness of our compensation plan, our client mix, and the support we offers to our Runners. Adverse publicity concerning tech startups and public perception of recruitment services generally could negatively affect our ability to attract, motivate and retain Runners.

Adverse publicity associated with the Company’s clients or recruiting program, or those of similar companies, could harm the Company’s financial condition and operating results.

Adverse publicity concerning any actual or purported failure of the Company, its employees or its clients to comply with applicable laws and regulations, engage in good employment practices, or effectively manage the client/Runner matching process, or any other aspect of its business, whether or not resulting in enforcement actions or the imposition of penalties, could have an adverse effect on the goodwill of the Company and could negatively affect its ability to attract clients, or attract, motivate and retain Runners, which would negatively impact its ability to generate revenue. We cannot ensure that all clients or employees will comply with applicable legal requirements or engage in good employment practices.

A global economic downturn could result in a reduced demand for our services and increased volatility in our revenues.

Uncertainty about current and future economic conditions may cause our clients to reign in their spending generally, the impact of which may be that they stop or delay their Runner engagements. If these general economic conditions persist or continue to worsen, our future operating results could be adversely affected, particularly relative to our current expectations. In addition, reduced consumer spending may drive us and our competitors to offer services at promotional prices, which would have a negative impact on gross profit. A continued softening in consumer sales may adversely affect our clients’ industries, businesses and results of operations, as well as our own. Consequently, demand for our services could be materially different from expectations, which could negatively affect our results of operations and cause our revenues to decline. In addition, financial market volatility or credit market disruptions may limit our access to capital and may also negatively affect our clients’ ability to obtain credit to finance their businesses on acceptable terms. As a result, our clients’ needs and ability to purchase our services may decrease. Any inability of clients to pay us for our services may adversely affect our operations and cash flow.

Liability for inaccurate information or misuse of information could adversely impact our financial condition and operations.

Under general legal concepts and, in some instances, by specific state and federal statute, the Company could be held liable to our clients and/or to its employees for inaccurate information or misuse of the information derived from its employee screening vendors. Runner maintains internal policies designed to help ensure that background information it retrieves on its employees is accurate, but a failure to comply with those policies may result in inaccurate employee background information or the misuse of such information. Uninsured losses from such claims could adversely impact the operations and financial condition of the Company.

We may not be able to obtain or maintain sufficient insurance on commercially reasonable terms or with adequate coverage against potential liabilities in order to protect ourselves against liability or workers compensation claims.

Our business exposes us to potential liability and workers compensation risks that are inherent in the employment staffing service industry. We may become subject to liability claims resulting from the use of our services. In addition, liability insurance is becoming increasingly expensive. Being unable to obtain or maintain liability insurance in the future on acceptable terms or with adequate coverage against potential liabilities could have a material adverse effect on our business.

We have a limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters.

The Company is still in an early phase and we are just beginning to implement our business plan. There can be no assurance that we will ever operate profitably. The likelihood of our success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by early stage companies. The Company may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.

Global crises such as COVID-19 can have a significant effect on our business operations and revenue projections.

With the economic impact of COVID-19 potentially continuing throughout 2022 and into the future, the Company’s revenue may be adversely affected.

The amount of capital the Company is attempting to raise in this Offering may not be enough to sustain the Company’s current business plan.

In order to achieve the Company’s near and long-term goals, the Company may need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. If we are not able to raise sufficient capital in the future, we may not be able to execute our business plan, our continued operations will be in jeopardy and we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause an Investor to lose all or a portion of their investment.

We may face potential difficulties in obtaining capital.

We may have difficulty raising needed capital in the future as a result of, among other factors, our lack of revenues from sales, as well as the inherent business risks associated with our Company and present and future market conditions. We will require additional funds to execute our business strategy and conduct our operations. If adequate funds are unavailable, we may be required to delay, reduce the scope of or eliminate one or more of our research, development or commercialization programs, service launches or marketing efforts, any of which may materially harm our business, financial condition and results of operations.

We may implement new lines of business or offer new products and services within existing lines of business.

As an early-stage company, we may implement new lines of business at any time. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved, and price and profitability targets may not prove feasible. We may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not achieve market acceptance. As a result, we could lose business, be forced to price products and services on less advantageous terms to retain or attract clients or be subject to cost increases. As a result, our business, financial condition or results of operations may be adversely affected.

We rely on various intellectual property rights, including trademarks, in order to operate our business.

The Company relies on certain intellectual property rights to operate its business. The Company’s intellectual property rights may not be sufficiently broad or otherwise may not provide us a significant competitive advantage. In addition, the steps that we have taken or will take to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are not highly developed or protected. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property, could adversely impact our competitive position and results of operations. We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights. As we expand our business, protecting our intellectual property will become increasingly important. The protective steps we have taken may be inadequate to deter our competitors from using our proprietary information. In order to protect or enforce our patent rights, we may be required to initiate litigation against third parties, such as infringement lawsuits. Also, these third parties may assert claims against us with or without provocation. These lawsuits could be expensive, take significant time and could divert management’s attention from other business concerns. The law relating to the scope and validity of claims in the technology field in which we operate is still evolving and, consequently, intellectual property positions in our industry are generally uncertain. We cannot assure you that we will prevail in any of these potential suits or that the damages or other remedies awarded, if any, would be commercially valuable.

The Company’s success depends on the experience and skill of its executive officers and key employees.

We are dependent on our executive officers and key employees. These persons may not devote their full time and attention to the matters of the Company. The loss of our executive officers and key employees could harm the Company’s business, financial condition, cash flow and results of operations.

Although dependent on certain key personnel, the Company does not have any key person life insurance policies on any such people.

We are dependent on certain key personnel in order to conduct our operations and execute our business plan, however, the Company has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, if any of these personnel die or become disabled, the Company will not receive any compensation to assist with such person’s absence. The loss of such person could negatively affect the Company and our operations. We have no way to guarantee key personnel will stay with the Company, as many states do not enforce noncompetition agreements, and therefore acquiring key man insurance will not ameliorate all of the risk of relying on key personnel.

Damage to our reputation could negatively impact our business, financial condition and results of operations.

Our reputation and the quality of our brand are critical to our business and success in existing markets, and will be critical to our success as we enter new markets. Any incident that erodes consumer loyalty for our brand could significantly reduce its value and damage our business. We may be adversely affected by any negative publicity, regardless of its accuracy. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate as is its impact. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate and may disseminate rapidly and broadly, without affording us an opportunity for redress or correction.

We operate in a highly regulated environment, and if we are found to be in violation of any of the federal, state, or local laws or regulations applicable to us, our business could suffer.

We are also subject to a wide range of federal, state, and local laws and regulations, such as local licensing requirements, and debt collection, consumer protection, health and safety, creditor, wage-hour, anti-discrimination, whistleblower and other employment practices laws and regulations and we expect these costs to increase going forward. The violation of these or future requirements or laws and regulations could result in administrative, civil, or criminal sanctions against us, which may include fines, a cease and desist order against the subject operations or even revocation or suspension of our license to operate the subject business. As a result, we have incurred and will continue to incur capital and operating expenditures and other costs to comply with these requirements and laws and regulations.

Our business could be negatively impacted by cyber security threats, attacks and other disruptions.

We continue to face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary information and sensitive/confidential data relating to our operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack our services or otherwise exploit any security vulnerabilities. These intrusions sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs. Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of our clients or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that we produce or procure from third-parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the information infrastructure. A disruption, infiltration or failure of our information infrastructure systems or any of our data centers as a result of software or hardware malfunctions, computer viruses, cyber-attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect our business.

Security breaches of confidential client information or confidential employee information may adversely affect our business.

Our business requires the collection, transmission and retention of personally identifiable information, in various information technology systems that we maintain and in those maintained by third parties with whom we contract to provide services. The integrity and protection of that data is critical to us. The information, security and privacy requirements imposed by governmental regulation are increasingly demanding. Our systems may not be able to satisfy these changing requirements and client and employee expectations, or may require significant additional investments or time in order to do so. A breach in the security of our information technology systems or those of our service providers could lead to an interruption in the operation of our systems, resulting in operational inefficiencies and a loss of profits. Additionally, a significant theft, loss or misappropriation of, or access to, clients’ or other proprietary data or other breach of our information technology systems could result in fines, legal claims or proceedings.

There is no present market for the Securities and we have arbitrarily set the price.

The Offering price was not established in a competitive market. We have arbitrarily set the price of the Securities with reference to the general status of the securities market and other relevant factors. The Offering price for the Securities should not be considered an indication of the actual value of the Securities and is not based on our asset value, net worth, revenues or other established criteria of value. We cannot guarantee that the Securities can be resold at the Offering price or at any other price.

The use of individually identifiable data by our business, our business associates and third parties is regulated at the state, federal and international levels.

The regulation of individual data is changing rapidly, and in unpredictable ways. A change in regulation could adversely affect our business, including causing our business model to no longer be viable. Costs associated with information security – such as investment in technology, the costs of compliance with consumer protection laws and costs resulting from consumer fraud – could cause our business and results of operations to suffer materially. Additionally, the success of our online operations depends upon the secure transmission of confidential information over public networks, including the use of cashless payments. The intentional or negligent actions of employees, business associates or third parties may undermine our security measures. As a result, unauthorized parties may obtain access to our data systems and misappropriate confidential data. There can be no assurance that advances in computer capabilities, new discoveries in the field of cryptography or other developments will prevent the compromise of our client transaction processing capabilities and personal data. If any such compromise of our security or the security of information residing with our business associates or third parties were to occur, it could have a material adverse effect on our reputation, operating results and financial condition. Any compromise of our data security may materially increase the costs we incur to protect against such breaches and could subject us to additional legal risk.

The Company is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies.

The Company may not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes Oxley Act of 2002. As a privately-held (non-public) Company, the Company is currently not subject to the Sarbanes Oxley Act of 2002, and its financial and disclosure controls and procedures reflect its status as a development stage, non-public company. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of the Company's financial and disclosure controls and procedures. If it were necessary to implement such financial and disclosure controls and procedures, the cost to the Company of such compliance could be substantial and could have a material adverse effect on the Company’s results of operations.

State and federal securities laws are complex, and the Company could potentially be found to have not complied with all relevant state and federal securities law in prior offerings of securities.

The Company has conducted previous offerings of securities and may not have complied with all relevant state and federal securities laws. If a court or regulatory body with the required jurisdiction ever concluded that the Company may have violated state or federal securities laws, any such violation could result in the Company being required to offer rescission rights to investors in such offering. If such investors exercised their rescission rights, the Company would have to pay to such investors an amount of funds equal to the purchase price paid by such investors plus interest from the date of any such purchase. No assurances can be given the Company will, if it is required to offer such investors a rescission right, have sufficient funds to pay the prior investors the amounts required or that proceeds from this Offering would not be used to pay such amounts. In addition, if the Company violated federal or state securities laws in connection with a prior offering and/or sale of its securities, federal or state regulators could bring an enforcement, regulatory and/or other legal action against the Company which, among other things, could result in the Company having to pay substantial fines and be prohibited from selling securities in the future.

The U.S. Securities and Exchange Commission does not pass upon the merits of the Securities or the terms of the Offering, nor does it pass upon the accuracy or completeness of any Offering document or literature.

You should not rely on the fact that our Form C is accessible through the U.S. Securities and Exchange Commission’s EDGAR filing system as an approval, endorsement or guarantee of compliance as it relates to this Offering. The U.S. Securities and Exchange Commission has not reviewed this Form C, nor any document or literature related to this Offering.

Neither the Offering nor the Securities have been registered under federal or state securities laws.

No governmental agency has reviewed or passed upon this Offering or the Securities. Neither the Offering nor the Securities have been registered under federal or state securities laws. Investors will not receive any of the benefits available in registered offerings, which may include access to quarterly and annual financial statements that have been audited by an independent accounting firm. Investors must therefore assess the adequacy of disclosure and the fairness of the terms of this Offering based on the information provided in this Form C and the accompanying exhibits.

The Company's management may have broad discretion in how the Company uses the net proceeds of the Offering.

Unless the Company has agreed to a specific use of the proceeds from the Offering, the Company’s management will have considerable discretion over the use of proceeds from the Offering. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.

The Company has the right to limit individual Investor commitment amounts based on the Company’s determination of an Investor’s sophistication.

The Company may prevent any Investor from committing more than a certain amount in this Offering based on the Company’s determination of the Investor’s sophistication and ability to assume the risk of the investment. This means that your desired investment amount may be limited or lowered based solely on the Company’s determination and not in line with relevant investment limits set forth by the Regulation CF rules. This also means that other Investors may receive larger allocations of the Offering based solely on the Company’s determination.

The Company has the right to extend the Offering Deadline.

The Company may extend the Offering Deadline beyond what is currently stated herein. This means that your investment may continue to be held in escrow while the Company attempts to raise the Target Offering Amount even after the Offering Deadline stated herein is reached. While you have the right to cancel your investment in the event the Company extends the Offering Deadline, if you choose to reconfirm your investment, your investment will not be accruing interest during this time and will simply be held until such time as the new Offering Deadline is reached without the Company receiving the Target Offering Amount, at which time it will be returned to you without interest or deduction, or the Company receives the Target Offering Amount, at which time it will be released to the Company to be used as set forth herein. Upon or shortly after the release of such funds to the Company, the Securities will be issued and distributed to you.

The Company may also end the Offering early.

If the Target Offering Amount is met after 21 calendar days, but before the Offering Deadline, the Company can end the Offering by providing notice to Investors at least 5 business days prior to the end of the Offering. This means your failure to participate in the Offering in a timely manner, may prevent you from being able to invest in this Offering – it also means the Company may limit the amount of capital it can raise during the Offering by ending the Offering early.

The Company has the right to conduct multiple closings during the Offering.

If the Company meets certain terms and conditions, an intermediate close of the Offering can occur, which will allow the Company to draw down on seventy percent (70%) of the proceeds committed and captured in the Offering during the relevant period. The Company may choose to continue the Offering thereafter. Investors should be mindful that this means they can make multiple investment commitments in the Offering, which may be subject to different cancellation rights. For example, if an intermediate close occurs and later a material change occurs as the Offering continues, Investors whose investment commitments were previously closed upon will not have the right to re-confirm their investment as it will be deemed to have been completed prior to the material change.

The Securities will not be freely tradable under the Securities Act until one year from the initial purchase date. Although the Securities may be tradable under federal securities law, state securities regulations may apply, and each Investor should consult with their attorney.

You should be aware of the long-term nature of this investment. There is not now and likely will not ever be a public market for the Securities. Because the Securities have not been registered under the Securities Act or under the securities laws of any state or foreign jurisdiction, the Securities have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the Securities Act or other securities laws will be effected. Limitations on the transfer of the Securities may also adversely affect the price that you might be able to obtain for the Securities in a private sale. Investors should be aware of the long-term nature of their investment in the Company. Each Investor in this Offering will be required to represent that they are purchasing the Securities for their own account, for investment purposes and not with a view to resale or distribution thereof.

Investors will not have voting rights, even upon conversion of the Securities and will grant a third-party nominee broad power and authority to act on their behalf.

In connection with investing in this Offering to purchase a Crowd SAFE ((Simple Agreement for Future Equity) investors will designate Republic Investment Services LLC (f/k/a NextSeed Services, LLC) (“Nominee”) to act on their behalf as agent and proxy in all respects. The Nominee will be entitled, among other things, to exercise any voting rights (if any) conferred upon the holder of a Crowd SAFE or any securities acquired upon their conversion, to execute on behalf of an investor all transaction documents related to the transaction or other corporate event causing the conversion of the Crowd SAFE, and as part of the conversion process the Nominee has the authority to open an account in the name of a qualified custodian, of the Nominee’s sole discretion, to take custody of any securities acquired upon conversion of the Crowd SAFE. Thus, by participating in the Offering, investors will grant broad discretion to a third party (the Nominee and its agents) to take various actions on their behalf, and investors will essentially not be able to vote upon matters related to the governance and affairs of the Company nor take or effect actions that might otherwise be available to holders of the Crowd SAFE and any securities acquired upon their conversion. Investors should not participate in the Offering unless he, she or it is willing to waive or assign certain rights that might otherwise be afforded to a holder of the Crowd SAFE to the Nominee and grant broad authority to the Nominee to take certain actions on behalf of the investor, including changing title to the Security.

Investors will not become equity holders until the Company decides to convert the Securities into “CF Shadow Securities” (the type of equity securities issuable upon conversion of the Securities) or until there is a change of control or sale of substantially all of the Company’s assets.

Investors will not have an ownership claim to the Company or to any of its assets or revenues for an indefinite amount of time and depending on when and how the Securities are converted, the Investors may never become equity holders of the Company. Investors will not become equity holders of the Company unless the Company receives a future round of financing great enough to trigger a conversion and the Company elects to convert the Securities into CF Shadow Securities. The Company is under no obligation to convert the Securities into CF Shadow Securities. In certain instances, such as a sale of the Company or substantially all of its assets, an initial public offering or a dissolution or bankruptcy, the Investors may only have a right to receive cash, to the extent available, rather than equity in the Company. Further, the Investor may never become an equity holder, merely a beneficial owner of an equity interest, should the Company or the Nominee decide to move the Crowd SAFE or the securities issuable thereto into a custodial relationship.

In the event of the dissolution or bankruptcy of the Company, Investors will not be treated as debt holders and therefore are unlikely to recover any proceeds.

In the event of the dissolution or bankruptcy of the Company, the holders of the Securities that have not been converted will be entitled to distributions as described in the Securities. This means that such holders will only receive distributions once all of the creditors and more senior security holders, including any holders of preferred stock, have been paid in full. Neither holders of the Securities nor holders of CF Shadow Securities can be guaranteed any proceeds in the event of the dissolution or bankruptcy of the Company.

Investors will not have voting rights, even upon conversion of the Securities into CF Shadow Securities.

Investors will not have the right to vote upon matters of the Company even if and when their Securities are converted into CF Shadow Securities (the occurrence of which cannot be guaranteed). Upon such conversion, the CF Shadow Securities will have no voting rights and, in circumstances where a statutory right to vote is provided by state law, the CF Shadow Security holders or the party holding the CF Shadow Securities on behalf of the Investors are required to enter into a proxy agreement with its designee to vote their CF Shadow Securities with the majority of the holder(s) of the securities issued in the round of equity financing that triggered the conversion right. For example, if the Securities are converted in connection with an offering of Series B Preferred Stock, Investors would directly or beneficially receive CF Shadow Securities in the form of shares of Series B-CF Shadow Preferred Stock and such shares would be required to be subject to a proxy that allows a designee to vote their shares of Series B-CF Shadow Preferred Stock consistent with the majority of the Series B Preferred Stockholders. Thus, Investors will essentially never be able to vote upon any matters of the Company unless otherwise provided for by the Company.

Investors will not be entitled to any inspection or information rights other than those required by law.

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 law. Other security holders of the Company may have such rights. Regulation CF requires only the provision of an annual report on Form C and no additional information. Additionally, 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, including certain security holders who have rights to periodic financial statements and updates from the Company such as quarterly unaudited financials, annual projections and budgets, and monthly progress reports, among other things.

Investors will be unable to declare the Security in “default” and demand repayment.

Unlike convertible notes and some other securities, the Securities do not have any “default” provisions upon which Investors will be able to demand repayment of their investment. The Company has ultimate discretion as to whether or not to convert the Securities upon a future equity financing and Investors have no right to demand such conversion. Only in limited circumstances, such as a liquidity event, may Investors demand payment and even then, such payments will be limited to the amount of cash available to the Company.

The Company may never elect to convert the Securities or undergo a liquidity event and Investors may have to hold the Securities indefinitely.

The Company may never conduct a future equity financing or elect to convert the Securities if such future equity financing does occur. In addition, the Company may never undergo a liquidity event such as a sale of the Company or an initial public offering. If neither the conversion of the Securities nor a liquidity event occurs, Investors could be left holding the Securities in perpetuity. The Securities have numerous transfer restrictions and will likely be highly illiquid, with no secondary market on which to sell them. The Securities are not equity interests, have no ownership rights, have no rights to the Company’s assets or profits and have no voting rights or ability to direct the Company or its actions.

Equity securities acquired upon conversion of the Securities may be significantly diluted as a consequence of subsequent equity financings.

The Company’s equity securities will be subject to dilution. The Company intends to issue additional equity to employees and third-party financing sources in amounts that are uncertain at this time, and as a consequence holders of equity securities resulting from the conversion of the Securities 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 this Offering. Generally, additional financing (whether in the form of loans or the issuance of other securities) will be intended to provide the Company with enough capital to reach the next major corporate milestone. If the funds received in any additional financing are not sufficient to meet the Company’s needs, the Company may have to raise additional capital at a price unfavorable to their existing investors, including the holders of the Securities. The availability of capital is at least partially a function of capital market conditions that are beyond the control of the Company. There can be no assurance that the Company will be able to accurately predict the future capital requirements necessary for success or that additional funds will be available from any source. Failure to obtain financing on favorable terms could dilute or otherwise severely impair the value of the Securities. In addition, the Company has certain equity grants and convertible securities outstanding. Should the Company enter into a financing that would trigger any conversion rights, the converting securities would further dilute the equity securities receivable by the holders of the Securities upon a qualifying financing.

Equity securities issued upon conversion of the Securities may be substantially different from other equity securities offered or issued by the Company at the time of conversion.

In the event the Company decides to exercise the conversion right, the Company will convert the Securities into equity securities that are materially different from the equity securities being issued to new investors at the time of conversion in many ways, including, but not limited to, liquidation preferences, dividend rights, or anti-dilution protection. Additionally, any equity securities issued at the First Equity Financing Price (as defined in the Crowd SAFE agreement) shall have only such preferences, rights, and protections in proportion to the First Equity Financing Price and not in proportion to the price per share paid by new investors receiving the equity securities. Upon conversion of the Securities, the Company may not provide the holders of such Securities with the same rights, preferences, protections, and other benefits or privileges provided to other investors of the Company. The forgoing paragraph is only a summary of a portion of the conversion feature of the Securities; it is not intended to be complete, and is qualified in its entirety by reference to the full text of the Crowd SAFE agreement, which is attached as Exhibit C.

While the Securities provide mechanisms whereby holders of the Securities would be entitled to a return of their purchase amount upon the occurrence of certain events, if the Company does not have sufficient cash on hand, this obligation may not be fulfilled.

Upon the occurrence of certain events, as provided in the Securities, holders of the Securities may be entitled to a return of the principal amount invested. Despite the contractual provisions in the Securities, this right cannot be guaranteed if the Company does not have sufficient liquid assets on hand. Therefore, potential Investors should not assume a guaranteed return of their investment amount.

There is no guarantee of a return on an Investor’s investment.

There is no assurance that an Investor will realize a return on their investment or that they will not lose their entire investment. For this reason, each Investor should read this Form C and all exhibits carefully and should consult with their attorney and business advisor prior to making any investment decision.