RISK FACTORS

Risks Associated with Securities Offerings

Every investor (“Investor”) should know that an investment in a company (each, an “Issuer” or “Company”) on SeedingU Funding Portal (“SeedingU”) involves high risk, regardless of any assurance provided by the Issuer. There can be no assurance that (i) any information or projection by the Issuer has been validated or is reliable, (ii) an Issuer will accomplish its business goals, or (iii) an Investor will receive a return of any part of its investment. These considerations, among others, should be carefully evaluated before making an investment in an Issuer through its offering on SeedingU.


Risk Inherent in Startup Investments; an Investor may, and Frequently does, lose all of its investment

Investments in Startups involve high risk. Startups face significant financial and operating risks. Targeted or projected returns may never be realized and/or may not be adequate to compensate an Investor for risks taken. Loss of an Investor’s entire investment is possible and can easily happen.

Only a small percentage of Startups survive and prosper. Startups often experience unexpected problems in product development, manufacturing, marketing, financing, and general management, among others, which frequently cannot be solved. In addition, Issuers may require more financing, which may not be available through private placements, the public markets or otherwise.


Investment in New Concepts

The value of an investment in a Company may be susceptible to factors affecting the industry and have more risk than an investment in a product like a mutual fund. Some of the many risks faced by Startups include, but are not limited to:
  • Products or technologies that may quickly become obsolete;
  • Management problems;
  • Rapidly changing investor sentiments
  • The possibility of lawsuits related to patents and intellectual property; and
  • Exposure to government regulations and limitations

Forward Looking Statements

The information Issuers provide to Investors may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by their not relating strictly to historical or current facts. Forward-looking statements often include words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words and terms of similar substance for discussions of future operating or financial performance. Examples of forward-looking statements include, but are not limited to, statements regarding: (i) the adequacy of a Issuer's funding to meet its future needs, (ii) the revenue and expenses expected over the life of the Company, (iii) the market for a Company's goods or services, or (iv) other similar maters.

Each Issuer's forward-looking statements are based on management’s current expectations and assumptions regarding the Issuer's business and performance, the economy and other future conditions and forecasts of future events, circumstances and results. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. The Issuer's actual results may vary materially from those expressed or implied in its forward-looking statements. Important factors that could cause the Startup’s actual results to differ materially from those in its forward-looking statements include government regulation, economic, strategic, political and social conditions and these factors:

  • recent and future changes in technology, services and standards;
  • changes in consumer behavior;
  • changes in a Issuer's plans, initiatives and strategies, and consumer acceptance thereof;
  • changes in the plans, initiatives and strategies of the third parties that are necessary or important to the Issuer's success;
  • competitive pressures, including as a result of changes in technology;
  • the Issuer's ability to deal effectively with economic slowdowns or other economic or market difficulties;
  • increased volatility or decreased liquidity in the capital markets, including any limitation on the Issuer's ability to access the capital markets for debt securities, refinance its outstanding indebtedness or obtain equity, debt or bank financings on acceptable terms;
  • the failure to meet earnings expectations;
  • the adequacy of the Issuer's risk management framework;
  • changes in GAAP or other applicable accounting policies;
  • the impact of terrorist acts, hostilities, natural disasters (including extreme weather) and pandemic viruses;
  • a disruption or failure of the Issuer's or its vendors’ network and information systems or other technology on which the Issuer's businesses rely;
  • changes in tax, federal communication and other laws and regulations;
  • changes in foreign exchange rates and in the stability and existence of foreign currencies; and
  • other risks and uncertainties which may or may not be specifically discussed in materials provided to Investors.

Any forward-looking statement made by an Issuer speaks only as of the date on which it is made. Issuer's are under no obligation to, and expressly disclaim any obligation to, update or alter their forward-looking statements, whether because of new information, subsequent events or otherwise.

The foregoing risks do not purport to be a complete explanation of all the risks involved in acquiring equity or debt securities in an Issuer. Each Investor is urged to seek its own independent legal and tax advice and read the investment documents before making a determination whether to invest in an Issuer through SeedingU.


Restrictions on Resale of Securities

Securities purchased in a crowdfunding transaction generally cannot be resold for a period of one year, unless the securities are transferred:

  • (1) to the issuer of the securities;
  • (2) to an “accredited investor”;
  • (3) as part of an offering registered with the Commission; or
  • (4) to a member of the family of the purchaser or the equivalent, to a trust controlled by the purchaser, to a trust created for the benefit of a member of the family of the purchaser or the equivalent, or in connection with the death or divorce of the purchaser or other similar circumstance.

Changing Economic Conditions

The success of any investment activity is determined by general economic conditions. The availability, unavailability, or hindered operation of external credit markets, equity markets and other economic systems which an individual Issuer may depend upon to achieve its objectives may have a significant negative impact on a Issuer's operations and profitability. The stability and sustainability of growth in global economies may be affected by terrorism, acts of war or many other unpredictable events. There can be no assurance that such markets and economic systems will be available or will be available as anticipated or needed for an investment in a Issuer to succeed.


Future and Past Performance

The past performance of a Issuer or its management is not indicative of a Issuer's future results. There can be no assurance that targeted results will be achieved. Loss of principal is possible, and even likely, on any investment.


Lack of Information for Monitoring and Valuing Startups

The Investor may not be able to obtain all information it would want regarding a particular Startup, on a timely basis or at all. The Investor may not be aware on a timely basis of material adverse changes that have occurred regarding certain of its investments. Because of these difficulties, and other uncertainties, an Investor may not have accurate information about a Startup’s current value.


No Assurance of Additional Capital for Issuers

After an Investor has invested, continued development and marketing of the Issuer's products or services, or administrative, legal, regulatory or other needs, may require that it obtain additional financing. Most Issuers have substantial capital needs that are typically funded over several stages of investment. Such additional financing may not be available on favorable terms, or at all.


Absence of Liquidity and Public Markets

An Investor’s investments will be private, illiquid holdings. There will be no public markets for the securities held by the Investor, and no readily available liquidity mechanism for any of the investments.


Legal and Regulatory Risks Associated with Crowdfunding

There is no assurance that an Issuer will comply with all requirements mandated by federal laws permitting private company to fundraise from retail investors on a Reg CF Funding portal such as SeedingU, whether before, during or after its offering on SeedingU.


Tax Risks

Many tax risks relate to investments in Startups are difficult to address and complicated. Consult your tax advisor for information about the tax consequences of purchasing equity securities of an Issuer.


Difficulty in Valuing Startup Investments

It is extremely difficult to determine values for any Issuer. Besides the difficulty of determining the magnitude of the risks applicable to a Issuer and the likelihood that a given Issuer's business will succeed, there will be no readily available market for a Issuer's equity securities, and hence, an Investor’s investments will be difficult to value.


Minority Investments

A significant portion of an Investor’s investments will represent minority stakes in privately held companies. An Investor’s shares in an Issuer may be non-voting shares. Even with voting shares, as is the case with minority holdings such minority stakes will have neither the control characteristics of majority stakes nor the valuation premiums accorded majority or controlling stakes. Investors will be reliant on the existing management and board of directors of such companies, which may include representatives of other financial investors with whom the Investor is not affiliated and whose interests may conflict with the interests of the Investor.


Withholding and Other Taxes

The structure of any investment may not be tax efficient for any Investor, and no Issuer guarantees that any tax result will be achieved. In addition, tax reporting requirements may be imposed on Investors under the laws of the jurisdictions in which Investors are liable for taxation. Investors should consult their own professional advisors regarding the tax consequences to them of an investment in an Issuer under the laws of the jurisdictions in which the Investors and/or the Issuer are liable for taxation.


Limited Operating History of Startups

An Issuer may be a newly formed entity with little or no operating history. Each offering should be evaluated because the Issuer's business plan and projections may not prove accurate and that the Issuer will not achieve its objective. Past performance of an Issuer or its team is not predictive of future results.


Diverse Investors

Investors and employees in an Issuer may have conflicting investment, tax, and other interests regarding ownership, which may arise from the structuring of the Company or the timing of a sale of the Company or other factors. As a consequence, decisions made by the Company management on such matters may be more beneficial for some Investors than for others. Investors should know that Company management considers the investment and tax objective of its shareholders when deciding on investment structure or timing of sale, and not the circumstances of any Investor individually.


Lack of Investor Control

Investors in a Company will not make decisions with respect to the Company's business and affairs.


No ongoing relationship with SeedingU

Following completion of an offering conducted through SeedingU, there may or may not be any ongoing relationship between the issuer and SeedingU the intermediary.

Please consult your attorney if you have ANY doubts or concerns about investing.

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