We're changing the way chronic pain is understood and treated, and building the safest, most consistently effective and appealing solution to the epidemic of chronic pain. Join Us Today!
Radiant Pain Relief Centres is changing the way chronic pain is understood and treated, providing lasting relief without drugs, needles, surgery or side effects.
In the US, over 100 million people suffer with chronic pain - this is more than the number of people with cancer, diabetes and cardiovascular disease combined, and similar numbers exist throughout the world. The opioid addiction epidemic makes this enormous problem very urgent, but it also underscores the limitations and lack of effective treatment options available for chronic pain management.
It is time for better safer solution, and this is your opportunity to be a part of it. We’re raising up to $3M in private capital to invest in marketing, business development, as well as begin the process of new technology development.
Radiant’s novel direct-to-consumer business has all the markers of industry disruption backed by several years of clinical and business proof, FDA-clearance and research from institutions such as Mayo Clinic and Johns Hopkins. A highly refined care model, built around technology and a business model that creates economic sensibilities throughout the supply chain:
•For consumers: it is affordable and invaluable to get lasting relief without drugs, needles, surgery or side effects, yet a strong average sale price and 40%+ gross margins allow for high profit potential
•For clinicians: a “reverse franchise” model, gives clinicians an attractive, flexible and passive investment opportunity, while allowing the company to expand rapidly with minimal capital outlay
•Investors/shareholders: a deeply discounted, pre-RegA+ public, investment opportunity with multiple return paths, (equity increase and quarterly dividend distributions), multiple liquidity paths (acquisition, public uplisting), and a highly impactful “social-good” investment
Modern Scientific Understanding of Pain:
A better solution starts with modern science. The scientific understanding of pain and chronic pain has changed significantly in recent years. Unfortunately most clinicians are trained in pain science from the 1960s, they lag behind in understanding and commonly continue to promote therapies like those listed above because of a lack of understanding and because of economics tied to those treatments. But modern pain science makes clear that the pain is a phenomenon of the brain, not the tissue. It is generated in the brain and experienced in the tissue. In the short term, acute phase, pain is protective and productive, alerting the sufferer of a problem. Chronic pain however is no longer protective or productive. When pain becomes chronic, the brain becomes wired to expect and perpetuate that pain experience in a way that is inappropriate and it does so, often, regardless of what is happening in the tissue. We feel it in the tissue, we think it is a tissue problem, but addressing it there is not effective because it's really a brain problem. To better understand this, think of phantom pain. Essentially all chronic pain is “phantom pain”.
Strong Competitive Therapeutic and Market Differentiation:
Understanding this, Radiant uses novel therapies, specifically an FDA-cleared technology which has been researched at the Mayo Clinic and Johns Hopkins, which allows us to retrain the brain using artificial nerve impulses and neuroplasticity (the brain’s ability to learn). Our therapy is totally non-invasive, safe, consistently effective and appealing. Through it we can achieve significant relief, which becomes lasting for nearly all types of chronic pain, without drugs, needles, surgery or side effects. It is life changing and life saving.
Rather than selling devices into a broken and fragmented medical system, we’re building centers around this technology. These centers allow us to create a higher level of customer experience and efficiency in the business and clinical delivery of the therapy, which makes it affordable, without dependency on insurance coverage, and highly profitable to the company. This also allows us to create consistency necessary to build a strong brand and a scalable business. An analogue is Starbucks. Starbucks fundamentally shifted society, changed the way we experience, consume and what we pay for coffee. They did it not by selling a better coffee product to the local diner, they did it by building stores and creating an experience around the coffee. We aim to do the same thing as we work to educate, to shift society and completely change the way we understand and treat chronic pain though our center and care experience.
Clinical and Social Proof:
Radiant founders, P. Brendon Lundberg, MBA, and Harvard/MIT trained physician David Farley, MD, wrote a book, Radiant Relief, A Case For A Better Solution To Chronic Pain, which explains their vision to change the way chronic pain is understood and treated. The book became an Amazon Best Seller, and Inc. Magazine called it a “manifesto” and “an epic example of how to create a movement”. To join the movement, for full investment details, and moving client testimonials, visit www.radiantpainrelief.com/rega
THIS OFFERING IS SUBJECT TO RISK, INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING:
There is currently no market for the Common Stock of the Company and no such market is anticipated to be developed in the foreseeable future and transferability of these securities is restricted.Subscribers may find it difficult or impossible to liquidate their investment at a time when they desire to do so.Subscribers may, therefore, be required to bear the economic risks of this investment for a substantial period of time.
If we do not innovate and keep pace with technological developments, our products might not be competitive and our anticipated revenues and operating results could suffer.We must innovate and invest in research and development to improve our competitive position. Our future growth depends, in significant part, upon our ability to work effectively with and anticipate needs of our customers and to develop and support new products and product enhancements to meet these needs on a timely and cost-effective basis. Our customers’ needs are becoming more challenging to meet, as change driven by demand for more efficient power sources and power storage, and environmental safety, and must be met in a timely and cost-competitive basis. Therefore, to meet these expectations and remain competitive, we must continually design, develop and introduce on a timely basis new products and product enhancements with improved features.
We may also work collaboratively with one or more third parties in the development of new technologies or in improvements to our existing technologies, such as the qualification of new materials with improved physical properties. It is possible that these collaborations may be delayed, or even ultimately prove unsuccessful, by matters outside of our control, such as the financial condition of the third party. It is possible that our internal development efforts and engagements with third parties regarding the development of manufacturing processes and specialized equipment having similar functionality may have a lengthy development and ramp up time and negatively impact our ability to complete new products and realize revenue from those products.
Successful product design, development and introduction on a timely basis require that we:
Big understanding of government policy effecting the distribution of energy
Not only do we need the technical expertise to implement the changes necessary to keep our technologies competitive, but we must also rely heavily on the judgment of our management to anticipate future market trends. If we are unable to timely predict changes or trends, or if we are unable to modify our products or design, manufacture and deliver new products on a timely basis, or if a third party with which we engage does not timely deliver a component or service for one of our product modifications or new products, we might lose customers or market share. In addition, we might not be able to recover our research and development expenditures, which could harm our operating results.
Changes in technology, equipment and processes could cause us to lose revenues.The demand for our products, processes and technologies will depend upon our ability to commercialize our research and development activities and to “leap-frog” existing performance for commercially-available products.If our competitors develop new technologies which further enhance performance on a cost-competitive basis, the market may not accept our products, processes and technologies.Therefore, our research and development efforts may not lead to commercially viable products, processes and technologies which could harm our anticipated operating results.
If we fail to protect our proprietary rights, our competitors might gain access to our technology, which could adversely affect our ability to compete successfully in our markets and harm our operating results.If we choose not to protect our proprietary rights or fail in our efforts to protect our proprietary rights, our competitors might gain access to our technology. Unauthorized parties might attempt to copy aspects of our products or to obtain and use information that we regard as proprietary. Others might independently develop similar or competing technologies or methods or design around our patents. In addition, the laws of many foreign countries do not protect our intellectual property rights to the same extent as the laws of the United States. As a result, our proprietary rights could be compromised, our competitors might offer products similar to ours and we might not be able to compete successfully.
We also cannot assure that:
We may be required to spend in the future, significant resources to monitor and protect our intellectual property rights. Any litigation, whether resolved in our favor, and whether initiated by us or by a third party, could result in significant and possibly material expense to us and divert the efforts of our management and technical personnel. In addition, while patents are territorial and a ruling on a certain given patent does not necessarily impact the validity or enforceability of a corresponding or related patent in a different country, an adverse ruling in one country might negatively impact our ability to enforce the corresponding or related patent in other countries. Finally, certain of our customer contracts may contain provisions that require us to defend and/or indemnify our customers for third party intellectual property infringement claims, which would increase the cost to us of an adverse ruling in such a claim. An adverse determination could also negatively impact our ability to license certain of our technologies and methods to others, and result in our competitors being allowed to sell products with, or add to their products, features and benefits contained in our products, thereby reducing our competitive advantages over these competing products.
The markets in which we participate are competitive, and if we do not compete effectively, our operating results could be harmed.The battery market is experiencing increased competition, especially with regards to research and development of new technologies, and we expect competition to intensify in the future. Increased competition is likely to result in, the introduction of new competitive products for the same markets that our products are intended to serve. These products may have better performance, lower prices or broader acceptance than our products. Competitive products may not have better performance, lower prices or broader acceptance than our products, but may be able to meet shorter delivery times required by customers and result in the loss of revenue for us. In addition, for products, processes and technologies such as ours, customers may qualify more than one source, to avoid dependence on a single source of supply.
Many of our current and potential competitors have greater name recognition, larger customer bases, more established customer relationships or greater financial, technical, manufacturing, marketing and other resources than we do. As a result, they might be able to respond more quickly to new or emerging technologies and changes in customer requirements, devote greater resources to the development, promotion, sale and support of their products, and reduce prices to increase market share. Entrenched competitors that offer battery products based upon both traditional and advanced technologies might have strong, existing relationships with our potential customers. Because we are a new company and do not offer nickel metal hydride or other conventional battery products, processes and technologies, it may be difficult for us to introduce our advanced products, processes and technologies to these potential customers. It is also possible that one or more of our competitors may be able to increase their relative revenue with mutual customers, resulting in a loss of anticipated revenue share for us. It is further possible that existing or new competitors may offer new technologies that reduce the value of our products, processes and technologies.
Periodic global economic downturns could negatively affect our business, results of operations, and financial condition. We may experience declines in demand for our products resulting from our customers conserving cash by cutting production, postponing the implementation of tooling cycles and delaying the ramp of new technology in response to slow demand for consumer and other products incorporating our products and technology. Customers may also seek extended payment terms or delay payment for our products past their original due dates, which could result in our deferral of revenue and which could create potential bad debt exposure. We may also experience the insolvency of key customers and suppliers, leading to delays in the development and shipment of our products, increased expense and loss of revenue. In addition, we may experience impairment charges based upon underutilization.
We expect to derive a substantial portion of our revenues from a small number of customers, and we could experience less than anticipated revenues if any major customer does not place, cancels, reduces or delays a purchase of our products, or does not pay us, or delays or extends payment for our products past their original due dates.As a result of a global economic downturn and budgetary constraints, we may experience revenues significantly lower than expected. In the future, the cancellation, reduction or deferral of even a small number of purchases of our products could significantly reduce our revenues in any period. Cancellations, reductions or deferrals could result from a delay in the recovery of the global economy, or a weaker than anticipated recovery, or another downturn, from manufacturing delays, quality or reliability issues with our products, or from interruptions to our customers’ operations due to fire, natural disasters, budgetary constraints or other events. Furthermore, because our initial products are likely to be custom products designed for our customers' unique applications, any cancellations, reductions or delays can result in significant, non-recoverable costs. In some situations, our customers might be able to cancel or reduce orders without a significant penalty.
Our customers could also fail to pay all or part of an invoice for our products. If a customer fails to pay us or delays payment for our products, we may be unable to recognize revenue, our financial condition and liquidity could be adversely impacted, and we may incur charges for bad-debt reserve to the extent certain of our customers face financial difficulties. It is also possible that if we make the decision to initiate legal proceedings against customers to seek payment of outstanding receivables that it will negatively impact a customer relationship and result in lost revenues in the future. Customers with financial difficulties may be forced to materially reduce or discontinue operations, file for bankruptcy or other relief, or may be acquired by one of our other customers, any of which would further reduce our customer base.
If we are unable to efficiently manufacture and ramp production of our products, our business may be materially adversely affected.We must continuously improve our manufacturing processes to increase yields and product performance, lower our costs and reduce the time required for us to design, manufacture and deliver our products in volume. If we cannot, our new products may not be commercially successful, our revenues may be adversely affected, our customer relationships and our reputation may be harmed, and our business may be materially adversely affected. To improve our manufacturing processes, we will likely incur substantial costs to optimize capacity and yields, implement new manufacturing technologies, methods and processes, purchase new equipment, upgrade existing equipment and train technical personnel. We may experience in the future, manufacturing delays and other inefficiencies in connection with implementation of these improvements and customer qualifications of new processes, and expansion of manufacturing capacity and ramp of production volume to meet customer demand, which could cause our operating results to grow slower than expected or to decline. We also may experience in the future, application-specific issues in the field due to complexity of customer requirements. This increases our vulnerability to our competitors and the likelihood that our customers will seek solutions from other suppliers or to develop solutions themselves. If demand for our products grows slower than anticipated or decreases, we could have excess manufacturing capacity. The fixed costs associated with excess manufacturing capacity could cause our operating results to decline. If we are unable to achieve further manufacturing efficiencies and cost reductions, particularly if we are experiencing pricing pressures in the marketplace, our operating results could suffer.
Our relationships with our customers and manufacturing companies could deteriorate if they:
Many of the customers and manufacturing companies we expect to work with are large companies. The consequences of deterioration in our relationship with any of these companies could be exacerbated due to the significant influence these companies can exert in our markets. If our relationships with other customers and manufacturing companies deteriorate, or if we are unable to develop similar collaborative relationships with important customers and manufacturing companies, our long-term ability to produce commercially successful products could be impaired.
We obtain some of the components and materials we use in our products from a limited group of suppliers, and the partial or complete loss of one of these suppliers could cause production delays and a substantial loss of revenues.We obtain some of the components and materials used in our products from a limited group of suppliers. Because we rely on purchase orders rather than long-term contracts with the majority of our suppliers, we cannot predict with certainty our ability to obtain components and materials, at commercially reasonable terms and conditions, in the longer term. A limited source supplier could increase prices, which could lead to a decline in our gross margin. Our dependence upon limited source suppliers exposes us to several other risks, including inability to obtain an adequate supply of materials, late deliveries and poor component quality. In addition, the ability of any of these suppliers to timely provide us with sufficient quality materials would be adversely affected if they are forced to reduce or discontinue operations due to financial difficulties, which is a heightened risk during an economic downturn. Disruption or termination of the supply of components or materials could delay shipments of our products, damage our customer relationships and slow our anticipated growth or reduce our revenues. For example, if we were unable to obtain an adequate supply of a component or material, we might have to use a substitute component or material, which could require us to make changes in our manufacturing process and could also require us to re-qualify impacted product at certain customers. If we cannot obtain an adequate supply of the components and materials we require, or do not receive them in a timely manner, we might be required to identify new suppliers. We might not be able to identify new suppliers on a timely basis or at all. We, as well as our customers, would also need to qualify any new suppliers. The lead-time required to identify and qualify new suppliers could affect our ability to timely ship our products and cause our operating results to suffer. Further, a limited source supplier could require us to enter into non-cancelable purchase commitments, minimum volume purchases or pay in advance to ensure our source of supply. In an industry downturn or in an environment in which growth is not at a level we projected or anticipated, commitments of this type could result in charges for excess inventory of parts. Further, if a customer's needs for a particular application-specific product and purchase orders for those products are spread out over several months as opposed to being placed at one time in a single purchase order, it may cause us to purchase excessive materials in light of minimum purchase requirements or to be unable to realize volume discounts for materials because of the lack of visibility into the customer's overall purchase plan. These purchase issues would require us to incur a greater cost of goods sold than we might otherwise realize. Additionally, if we are unable to predict our component and materials needs accurately, or if our supply is disrupted, we might miss market opportunities by not being able to meet the demand for our products.
Products that do not meet specifications or that contain defects could damage our reputation, decrease market acceptance of our products, processes and technology, cause us to lose customers and revenues, and result in liability to us.The complexity and ongoing development of our technology could in the future lead to design or manufacturing problems, such as inability to timely ship products to our customers. Problems might result from a number of factors, including design defects, errors in our software code, materials failure, failure of components manufactured by our suppliers to meet our specifications, contamination in the manufacturing environment, impurities in the materials used, unknown sensitivities to process conditions, such as temperature and humidity, and equipment failures.
As a result, our products might in the future contain undetected errors or defects could:
The occurrence of any one or more of these events could adversely affect our operating results.
In addition, if any of our products has reliability, quality or compatibility problems, our reputation could be damaged significantly, and customers might be reluctant to buy our products, which could result in a slower than expected growth or a decline in revenues, an increase in product returns or warranty costs and the loss of existing customers or the failure to attract new customers. Our potential customers also might seek to recover from us any losses resulting from defects or failures in our products. Liability claims could require us to spend significant time and money in litigation or to pay significant damages.
We might be subject to claims of infringement of other parties' proprietary rights which could harm our business.In the future, we might receive claims that we are infringing intellectual property rights of others or inquiries about our interest in a license, or assertions that we need a license, to the intellectual property. Our market is characterized by vigorous protection and pursuit of intellectual property rights. The resolution of any claims of this nature, with or without merit, could be time consuming, result in costly litigation or cause product shipment delays. In the event of an adverse ruling or settlement, we might be required to pay substantial damages, cease the use or sale of infringing products, spend significant resources to develop non-infringing technology, discontinue the use of certain technology and/or enter into license agreements. License agreements, if required, might not be available on terms acceptable to us or at all. The loss of access to any of our intellectual property or the ability to use any of our technology could harm our business. Finally, certain of our customer contracts may contain provisions that require us to defend and/or indemnify our customers for third party intellectual property infringement claims, which would increase the cost to us of an adverse ruling or settlement.
We may not be able to recruit or retain qualified personnel, which could harm our business.We believe our ability to successfully manage and grow our business and to develop new products depends, in large part, on our ability to recruit and retain qualified employees, particularly highly skilled technical, sales, management, and key staff personnel. Competition for qualified resources is intense and other companies may have greater resources available to provide substantial inducements to lure key personnel away from us or to offer more competitive compensation packages to individuals we are trying to hire. While we may grant equity compensation to certain employees, or implement retention bonus programs for certain employees, these equity incentive plans will cause dilution to our stockholders and could adversely affect our financial results, and there can be no assurance that we will be able to successfully recruit and retain the qualified personnel we require.
We may make acquisitions and investments, which could put a strain on our resources, cause ownership dilution to our stockholders and adversely affect our financial results.We may make acquisitions of complementary businesses, products or technologies in the future. Integrating newly acquired businesses, products or technologies into our company could put a strain on our resources, could be expensive and time consuming, may cause delays in product delivery and might not be successful. Future acquisitions and investments could divert our management's attention from other business concerns and expose our business to unforeseen liabilities or risks associated with entering new markets. In addition, we might lose key employees while integrating new organizations. We might not be successful in integrating any acquired businesses, products or technologies, and might not achieve anticipated revenues and cost benefits. Investments that we make may not result in a return consistent with our projections upon which such investments are made or may require additional investment that we did not originally anticipate. In addition, future acquisitions could result in customer dissatisfaction, performance problems with an acquired company, potentially dilutive issuances of equity securities or the incurrence of debt, contingent liabilities, possible impairment charges related to goodwill or other intangible assets or other unanticipated events or circumstances, any of which could harm our business.
Our failure to comply with environmental laws and regulations could subject us to significant fines and liabilities, and new laws and regulations or changes in regulatory interpretation or enforcement could make compliance more difficult and costlier.We are subject to various U.S. Federal, state and local, and foreign governmental laws and regulations relating to the protection of the environment, including those governing the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes, the cleanup of contaminated sites and the maintenance of a safe workplace. We could incur substantial costs, including cleanup costs, civil or criminal fines or sanctions and third-party claims for property damage or personal injury, as a result of violations of or liabilities under environmental laws and regulations or non-compliance with the environmental permits required at our facilities.
These laws, regulations and permits also could require the installation of costly pollution control equipment or operational changes to limit pollution emissions or decrease the likelihood of accidental releases of hazardous substances. In addition, changing laws and regulations, new laws and regulations, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or the imposition of new cleanup requirements could require us to curtail our operations, restrict our future expansion, subject us to liability and cause us to incur future costs that could harm our operations, thereby adversely impacting our operating results and cash flow.
If the Company is not successful in completing the development and commercialization of its technology, expanding its business then the purchaser of the Company’s Common Stock could lose all or substantially all of their investment.
NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE ECONOMIC RETURN OR THE TAX TREATMENT, WHICH MAY ACCRUE TO THE SUBSCRIBERS BY REASON OF A PURCHASE OF THE OFFERING, ARE MADE OR INTENDED AND NONE SHOULD BE INFERRED.
Our Ability to Succeed Depends on our Ability to Grow our Business and Achieve Profitability
The introduction of new products and services, and expansion of our distribution channels will contribute significantly to our operational results, and we will continue to develop new and innovative ways to manufacture our products and expand our distribution in order to maintain our growth and achieve profitability. Our future operational success and profitability will depend on a number of factors, including, but not limited to:
We may not be successful in executing our growth strategy, and even if we achieve targeted growth, we may not be able to sustain profitability. Failure to execute any material part of our growth strategy successfully would significantly impair our future growth and our ability to attract and sustain investments in our business.
Development Stage Business
We commenced operations in 2018. The Company’s proposed operations are subject to all business risks associated with new product production and market launch. 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 the expansion of a business, operation in a competitive industry, and the continued development of advertising, promotions and a corresponding customer base. There is a possibility that the Company could sustain losses in the future and there can be no assurances that the Company will operate profitably.
Inadequacy of Funds
Gross offering proceeds of a maximum of $15,000,000 may be realized. Management believes that such proceeds will capitalize and sustain the Company sufficiently to allow for the implementation of the Company’s business plan; however, this cannot be assured. If only a fraction of this Offering is sold, or if certain assumptions contained in management’s business plans prove to be incorrect, the Company may have inadequate funds to develop its business fully.
Dependence on Management
In the early stages of development, the Company’s business will be significantly dependent on the Company’s management team. The Company’s success will be particularly dependent upon the services of P. Brendon Lundberg the Company’s founder, President and Chief Executive Officer.
Risks of Borrowing
Although the Company does not intend to incur any additional debt from the investment commitments provided in this Offering and to the contrary intends to gradually extinguish existing debt, should the Company fail to eliminate its existing debt or need to obtain secure bank debt in the future, possible risks could arise. If the Company incurs additional indebtedness, a portion of the Company’s cash flow will have to be dedicated to the payment of principal and interest on such new indebtedness. Typical loan agreements also might contain restrictive covenants, which may impair the Company’s operating flexibility. Such loan agreements would also provide for default under certain circumstances, such as failure to meet certain financial covenants. A default under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of such lender which would be senior to the rights of members of the Company. A judgment creditor would have the right to foreclose on any of the Company’s assets resulting in a material adverse effect on the Company’s business, operating results or financial condition.
Unanticipated Obstacles to Execution of the Business Plan
The Company’s business plans may change significantly. Many of the Company’s potential business endeavors are capital intensive and are subject to statutory or regulatory requirements. Management believes that the Company’s chosen activities and strategies are achievable in light of current economic and legal conditions with the skills, background, and knowledge of the Company’s principals and advisors. Management reserves the right to make significant modifications to the Company’s stated strategies depending on future events.
Management Discretion as to Use of Proceeds
The net proceeds from this Offering will be used for the purposes described under “Use of Proceeds.” The Company reserves the right to use the funds obtained from this Offering for other similar purposes not presently contemplated which it deems to be in the best interests of the Company and its shareholders in order to address changed circumstances or opportunities. Because of the foregoing, the success of the Company will be substantially dependent upon the discretion and judgment of the Company’s management with respect to application and allocation of the net proceeds of this Offering. Investors for the Shares offered hereby will be entrusting their funds to the Company’s management, upon whose judgment and discretion the investors must depend.
Minimum Amount of Capital to be Raised
There is no minimum amount of Securities that need to be sold in this Offering for it to become effective (other than the 100 minimum number of Shares or even lots of 100 shares to be purchased by any investor) or for the Company to access the investment funds. All investor funds will be transferred from the transfer agent’s investment holding escrow account to the Company immediately upon the Company’s request after stock issuance or at regular intervals (e.g., weekly). The Company cannot assure you that subscriptions for the entire Offering will be obtained. The Company has the right to terminate this Offering at any time, regardless of the number of Shares that have sold. The Company’s ability to meet financial obligations, cash needs, and to achieve objectives, could be adversely affected if the entire offering of Shares is not fully subscribed.
Control by Management
As of September 1, 2018, our executive officers owned approximately 88.9% of our outstanding common stock. Upon completion of this Offering, if all of the Shares are sold, our executive officers will own approximately 67.6% of our outstanding common stock and thus will have the ability to elect our directors. Shareholders will have not have the ability to control the Company’s operations[PL1] .
Return of Profits
The Company has never declared or paid any cash dividends on its common stock. The Company currently intends to retain future earnings, if any, to finance the expansion of the Company’s operations and holdings. As a result, the Company does not anticipate paying any cash dividends to its shareholders for the foreseeable future.
No Assurances of Protection for Proprietary Rights; Reliance on Trade Secrets
In certain cases, the Company may rely on trade secrets to protect intellectual property, proprietary technology and processes, which the Company has acquired, developed or may develop in the future. There can be no assurances that secrecy obligations will be honored or that others will not develop similar or superior products or technology independently. The protection of intellectual property and/or proprietary technology through claims of trade secret status has been the subject of increasing claims and litigation by various companies both in order to protect proprietary rights as well as for competitive reasons even where proprietary claims are unsubstantiated. The prosecution of proprietary claims or the defense of such claims is costly and uncertain given the uncertainty and rapid development of the principles of law pertaining to this area. The Company, in common with other investment funds, may also be subject to claims by other parties with regard to the use of intellectual property, technology information and data, which may be deemed proprietary to others.
The Company’s Continuity as a Going Concern Depends Upon Financing
If the Company does not raise sufficient working capital and continues to experience pre-operating losses, there will most likely be substantial doubt as to its ability to continue as a going concern. Because the Company has generated no revenue, all expenditures during the development stage have been recorded as pre-operating losses. Revenue operations have not commenced because the Company has not raised the necessary capital.
Broker-Dealer Sales of Shares
The Shares are not included for trading on any exchange, and there can be no assurances that the Company will ultimately be registered on any exchange. It is the requirement by all U.S. exchanges and certain quotation systems that a company be a reporting company with the Securities and Exchange Commission to be eligible for listing or quotation by market makers. The Company is not and will not be a reporting company with the SEC in connection with this Offering.
The NASDAQ Stock Market, Inc. has recently enacted certain changes to the entry and maintenance criteria for listing eligibility on the NASDAQ Capital Market. The entry standards require at least $4 million in net tangible assets or $750,000 net income in two of the last three years. The proposed entry standards would also require a public float of at least 1 million shares, $5 million value of public float, a minimum bid price of $2.00 per share, at least three market makers, and at least 300 shareholders. The maintenance standards (as opposed to entry standards) require at least $2 million in net tangible assets or $500,000 in net income in two of the last three years, a public float of at least 500,000 shares, a $1 million market value of public float, a minimum bid price of $1.00 per share, at least two market makers, and at least 300 shareholders.
No assurance can be given that the Shares or any of the common stock of the Company will ever qualify for inclusion on the NASDAQ System or any other trading market. As a result, the common stock (including the Shares) are covered by a Securities and Exchange Commission rule that imposes additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and qualified investors. For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell the Company’s securities and will affect the ability of members to sell their Shares in the secondary market.
No application is currently being prepared for the Company’s securities to be admitted to the Official Listing and trading on any regulated market. No application is being prepared to include the Company’s securities to trading on an “Over-the-Counter” or “Open Market”, though the Company intends to apply for OTC-QB listing within twelve months of the close of this Offering. There can be no assurance that a liquid market for the Shares will develop or, if it does develop, that it will continue. If a market does develop, it may not be liquid. Therefore, investors may not be able to sell their Shares easily or at prices that will provide them with yield comparable to similar investments that have a developed secondary market. Illiquidity may have a severely adverse effect on the market value of the Shares and investors wishing to sell the Shares might therefore suffer losses.
Certain Factors Related to Our Common Stock
The Company’s common stock may be considered a “penny stock,” and a shareholder may have difficulty selling shares in the secondary trading market.
The Company’s common stock may be subject to certain rules and regulations relating to “penny stock” (generally defined as any equity security that has a price less than $5.00 per share, subject to certain exemptions). Broker-dealers who sell penny stocks are subject to certain “sales practice requirements” for sales in certain nonexempt transactions (i.e., sales to persons other than established customers and institutional “qualified investors”), including requiring delivery of a risk disclosure document relating to the penny stock market and monthly statements disclosing recent price information for the penny stocks held in the account, and certain other restrictions. For as long as the Company’s common stock is subject to the rules on penny stocks, the market liquidity for such securities could be significantly limited. This lack of liquidity may also make it more difficult for the Company to raise capital in the future through sales of equity in the public or private markets.
The price of the Company’s common stock may be volatile, and a shareholder’s investment in the Company’s common stock could suffer a decline in value.
There could be significant volatility in the volume and market price of the Company’s common stock, and this volatility may continue in the future. The Company’s common stock may be quoted on the OTCQB, OTCQX, OTC Pink, the Bermuda BSX Exchange, the London Stock Exchange’s AIM Market, the Canadian TSX Venture Exchange or TMX Exchange, the Irish Stock Exchange, the Frankfurt Stock Exchange and/or the Berlin Stock Exchange, where each has a greater chance for market volatility for securities that trade on these markets as opposed to a national exchange or quotation system. This volatility may be caused by a variety of factors, including the lack of readily available quotations, the absence of consistent administrative supervision of “bid” and “ask” quotations and generally lower trading volume. In addition, factors such as quarterly variations in our operating results, changes in financial estimates by securities analysts or our failure to meet our or their projected financial and operating results, litigation involving us, general trends relating to liposuction and bariatric surgery, the medical device and technology industry, actions by governmental agencies, national economic and stock market considerations as well as other events and circumstances beyond our control could have a significant impact on the future market price of our common stock and the relative volatility of such market price.
Compliance with Securities Laws
The Shares are being offered for sale in reliance upon certain exemptions from the registration requirements of the Securities Act, applicable Florida and New York Securities Laws, and other applicable state securities laws. If the sale of Shares were to fail to qualify for these exemptions, purchasers may seek rescission of their purchases of the Shares. If a number of purchasers were to obtain rescission, we would face significant financial demands, which could adversely affect the Company as a whole, as well as any non-rescinding purchasers.
The price of the Shares has been arbitrarily established by our current management, considering such matters as the state of the Company’s business development, intellectual property, and the general condition of the industry in which it operates. The Offering price bears little relationship to the assets or net worth of the Company, or any other objective criteria.
Lack of Firm Underwriter
The Shares are being offered on a “best efforts” basis by the management of the Company and any FINRA-registered broker dealer who subsequently may choose assist in sale of the Offering. Accordingly, there is no assurance that the management of the Company or any FINRA-registered broker-dealer that may be engaged in the future will sell the maximum number of Shares offered in the Offering, or any lesser amount.
Projections: Forward Looking Information
Management has prepared projections regarding anticipated financial performance. The Company’s projections are hypothetical and based upon a presumed financial performance of the Company, the addition of a sophisticated and well-funded marketing plan, and other factors influencing the business. The projections are based on management’s best estimate of the probable results of operations of the Company and the investments made by management, based on present circumstances, and have not been reviewed by independent accountants and/or auditing counsel. These projections are based on several assumptions, set forth therein, which management believes are reasonable. Some assumptions, upon which the projections are based, however, invariably will not materialize due the inevitable occurrence of unanticipated events and circumstances beyond management’s control. Therefore, actual results of operations will vary from the projections, and such variances may be material. Assumptions regarding future changes in sales and revenues are necessarily speculative in nature. In addition, projections do not and cannot take into account such factors as general economic conditions, unforeseen regulatory changes, the entry into a market of additional competitors, the terms and conditions of future capitalization, and other risks inherent to the Company’s business. While management believes that the projections accurately reflect possible future results of operations, those results cannot be guaranteed.
[PL1]Need to confirm the numbers, is that why its highlighted?