- Company grew gross profits 121% from 2016 to 2017 (with gross profit of $204,081 in 2017 compared to $92,285 in 2016) (unaudited).
- Sales grew to $587,617 in 2016 from $364,240 in 2015 for a 61% top line growth rate and then to $818,814 in 2017 from $587,617 in 2016 for a 39% top line growth rate (unaudited).
- 6,000 active customers with an email distribution membership of over 28,000 emails and 20,000 monthly visitors to the website.
- Trailing twelve month average of 23% monthly returning customer rate and overall average order size of $52.
- Total Amount Raised: US $21,000
- Total Round Size: US $1,070,000
- Seed :
- Minimum Investment: US $1,000 per investor
- : Crowd Note
- US $6,000,000 :
- Side by Side Offering
B.U.L.K Beef Jerky is a modern, exciting, up-and-coming snack vendor in the food and beverage market. We provide premium, gourmet jerky to the world and have the goal of disrupting the industry with innovative solutions in the food and beverage space. Our jerkies are some of the best, hand selected and taste tested to provide jerky lovers with high quality jerky. What makes B.U.L.K special is that we offer over 100 products with sizing from 1.5 oz up to 5 pounds, providing a flavor and style for everyone. The brand was established on the fundamental key values: strength, kindness, and family, which are the values we want to reflect to our customers.
One of our biggest internal challenges is keeping up with inventory. Our partnered manufacturers can not keep up with our demand, so as of September 2018, B.U.L.K acquired its own manufacturing facility in Johnson City, TX.
The Jerky Market Problem
Jerky and meat snacks dominate the savory snack market today, with sales of over $1 billion in 2017 and a CAGR of 9%. Although many jerky brands claim to have the "best" jerky, many have the same model with limited or no recipe innovation. Typically, they have retail distribution of 3-5 flavors, in 3-8 oz sizing.
What differentiates us:
- Crowdsourced jerky recipes: B.U.L.K promotes “Smoker Masters”--DIY jerky makers to highlight the recipes they claim to be “the Best”.
- Manufacturing: B.U.L.K manufactures and helps Jerky Smokers navigate the USDA manufacturing requirements by bringing in recipes to our manufacturing facility.
- Distribution: B.U.L.K distributes Jerky Smokers' products and story through wholesale and e-commerce b2c channels.
- Creative Branding: We have our 13 pillar online marketing strategy up and running, resulting in an increase in online sales +70% over the last twelve months.
B.U.L.K has a total of 8 products lines with 4 different cuts of jerky, and over 60 flavors to choose from: a style and flavor for everyone. Our sizes range from 3 oz to bulk sizing up to 5 pounds. We believe in quality ingredients and freshness, therefore, we provide healthy snack options to our customers. Our main jerky styles are:
Classic Beef Jerky:
A rip and chew jerky style which brings you back to the roots of beef jerky. Five flavors in 3oz and 3 pound packaging.
Midwest Beef Jerky:
A tender, smokey, and savory jerky style that everybody enjoys. A healthy, low carb, bite sized snack. Twelve flavors in 3oz - 2.5 pound packaging.
Brisket Beef Jerky:
Our modern, soft, and tender brisket jerky style comes in 13 different flavors and up to 2.5 pound sizing. We also have an All Natural line which come in 3 oz or 5 pound packaging.
Fish, Game, and Exotic jerkies such as Buffalo, Kangaroo, Alligator, Salmon, and Venison are examples of our best selling wild jerkies.
Other Product Lines:
- Texas Style Jerky
- Meat Sticks
- Dried Fruit
Top 5 Best Selling Products:
- Real Western Brisket Jerky
- Sweet & Spicy Brisket Jerky
- Tennessee BBQ Midwest Jerky
- Cherry Maple Classic Jerky
- Black Pepper Sea Salt Brisket Jerky
Four Revenue Streams:
- Online Store: bulkbeefjerky.com has a daily traffic of 800 visitors generating about 40 orders daily with an AOV of approximately $52.
- Retail Store: Our tasting room is located along the high traffic Gaffey Street in San Pedro, CA. The store has a 95% conversion rate, and handles about 15 orders daily with an AOV of approximately $25.
- Jerky of the Month Program: As part of B.U.L.K's e-commerce model, the "Jerky of the Month" program is a subscription-based jerky plan delivering three bags every 30 days. Currently, we have about 250 active subscribers with an average order of approximately $30.
- Wholesale: B.U.L.K has a handful of active wholesale accounts across the country, with more to come. Currently, they constitute roughly 30% of the business.
It was 2004 when B.U.L.K founder, Pete Garbowski, earned his bachelor’s degree in Information Technology from Oakland University in Rochester, Michigan. 23-year old Pete saw enormous potential in opening an online beef jerky store, as he had thoroughly researched the market. Pete discovered that there were over 7,800 daily internet searches for “beef jerky.”
In early 2005, Pete left Tell Vision, where we was working at the time. He teamed up with Dwight Zahringer, and they formed their own internet marketing agency Trademark Productions. As part of this initiative, with help from Dwight and close friend Jason, on July 7, 2005, Pete launched the first version of bulkbeefjerky.com.
Ten years later, in 2015, Pete needed to quickly find space because shipping out of his garage would not cut it anymore. Shipping product on time, customer service, branding, and marketing became too much to handle and he needed to find the right facility and the right people. Nick and Linus found their way to B.U.L.K as a part time consultants, but eventually turned into running business development and became partners with Pete at B.U.L.K. The team is small, but ready and eager to take on the the bulk product market.
We have approximately 6,000 active customers, 28,000 email members, and 20,000 monthly visitors to our site.
Currently 5 full time employees and 2 full time contractors. Post raise, we plan to bring on one full time customer service rep and one full time sales rep.
What do you view as your market opportunity?
A Side by Side offering refers to a deal that is raising capital under two offering types. If you plan on investing less than US $20,000.00, you will automatically invest under the Regulation CF offering type. If you invest more than US $20,000.00, you must be an accredited investor and invest under the Regulation D offering type.
US $21,000 (under Reg CF only)
All non-Major Purchasers will be subject to an Investment Proxy Agreement (“IPA”). The IPA will authorize an investment Manager to act as representative for each non-Major Purchaser and take certain actions for their benefit and on their behalf. Please see a copy of the IPA included with Company's offering materials for additional details.
Investors who invest $50,000 or less will have their securities held in trust with a Custodian that will serve as a single shareholder of record. These investors will be subject to the Custodian’s Account Agreement, including the electronic delivery of all required information.
Welcome to the B.U.L.K Fam! You get to be a part of a young, creative, and fun-loving team - all with a true passion for entrepreneurship, market innovation, and creative branding + discounted jerky packages!
- $1,000 - $2,499: One free B.U.L.K Sampler Bag (our most popular sampler bundle with product from three different of our top jerky lines) + 10% personal lifetime discount code.
- $2,500 - $4,999: Above perks + 15% personal lifetime discount code + one full set of B.U.L.K Swag.
- $5,000 - $19,999: Above perks + 20 % personal lifetime discount code + One 5 Lb bag of our All Natural Brisket Beef Jerky.
- $20,000 - $49,999: Above perks + 25% personal lifetime discount code + 2 x $100 product vouchers.
- $50,000 - $99,999: Above perks + The opportunity to choose a B.U.L.K kindness cause project powered by YOU.
- $100,000 - 249,999: Above perks + Your own private tour of the B.U.L.K manufacturing plant in Texas and the opportunity to work with our chef to create your own jerky recipe.
- $250,000+: Above perks + you get to drive and shoot tanks in Texas for a B.U.L.K commercial.
It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.
Bulk Jerky Holdco, LLC (the “Parent Co”) is the Company’s parent holding company and was incorporated on November 28, 2018 in the State of Delaware. As of the balance sheet date, Parent Co had acquired all of the outstanding stock of Bulk Inc. and Bulk, LLC, a California-based inactive sales company. Parent Co plans to issue certain securities in conjunction with a crowdfunded securities offering described below.
Bulk Inc. (the “OpCo”) is headquartered in Texas and is wholly-owned by Parent as of the November 30, 2018. Op Co was formed on March 26, 2018 in Texas. Subsequent to the balance sheet date of these financials, Op Co acquired all of the trade assets of Bulk Beef Jerky Inc. (“Legacy Co”), the legacy operating company solely in exchange for stock of Op Co. Legacy Co was then liquidated.
Bulk Beef Jerky LLC is wholly-owned by Op Co and holds specific real estate assets related to the Company’s operations.
Liquidity and Capital Resources
The proceeds from the Offering are essential to our operations. We plan to use the proceeds as set forth above under "Use of Proceeds", which is an indispensable element of our business strategy. The Offering proceeds will have a beneficial effect on our liquidity, as we have approximately $41,558. in cash on hand as of 12/31/18 which will be augmented by the Offering proceeds and used to execute our business strategy.
The Company currently does not have any additional outside sources of capital other than the proceeds from the Combined Offerings.
Capital Expenditures and Other Obligations
The Company does not intend to make any material capital expenditures in the future.
The Company has undergone significant restructuring since the balance sheet date of Op Co as presented in the Reviewed Financials. In Particular:
Op Co Acquires Assets of Legacy Co: After the balance sheet date of June 30, 2018, Op Co acquired all of the trade assets of Legacy Co in exchange for stock in Op Co.If Legacy Co’s financial position as of June 30, 2018 had been consolidated with Op Co’s balance sheet presented here, the Balance Sheet would have shown total assets of approximately $122,000 including cash of $87,000, inventory of $32,000 and fixed assets, net of accumulated depreciation of $3,000. Likewise, if Legacy Co’s operations for six-month period ending June 30, 2018 had been consolidated with Op Co’s statement of operations, the Statement of Operations would have shown approximately $431,000 of revenue, a gross profit of $160,000 and operating income of $20,000.
Parent Co Acquires All Stock of Op Co: Upon its formation on November 28, 2018, all of the issued stock of OpCo was contributed to Parent Co in exchange for all of the outstanding membership interests in Parent Co..
Trends and Uncertainties
After reviewing the above discussion of the steps the Company intends to take, potential Purchasers should consider whether achievement of each step within the estimated time frame is realistic in their judgment. Potential Purchasers should also assess the consequences to the Company of any delays in taking these steps and whether the Company will need additional financing to accomplish them.
The financial statements are an important part of this Form C and should be reviewed in their entirety. The financial statements of the Company are attached to the Form C as Exhibit B.
The jerky industry is in a growth phase of its life cycle. It is forecast to grow at an average annual rate of 3.3% over the coming years to 2021. We believe a jerky vendor such as B.U.L.K, offering premium cuts, recipe innovation, and large assortment is necessary to satisfy market demands.
The salty snack market size is $27 billion, of which the meat snack market represents approximately $2.8 billion. The overall market is old fashioned and mundane, with plenty of room for creativity, brand innovation, and B2C model development. We believe the e-commerce jerky market will eventually build up, and we are prepared. We have a strong email automation system, a thought-through social marketing funnel, and a creative brand strategy that is already paying off with a 70% YTD e-commerce growth.
Our typical customer is male, age 25-55, is, or becoming, a parent, earns a high income, and college educated who enjoys outdoor activities with the family and/or looking for deals online.
E-commerce competing brands:
- Beef jerky outlet
- People’s choice
- Country Archer
- True Jerky
- Epic bars
There are hundreds of small jerky brands on the U.S. meat snack market. However, we estimate that 80% of it is low quality/high profit oriented. This is how we bring value to the market. With focus on quality and customer experience, we project being able to maintain a customer repeat rate of at least 30%. Our vision is to become the one-stop shop for snack products, and with the right partners, and with strategically invested resources, we think that our goals are not far away.
The development and commercialization of the Company’s products and services are highly competitive. It faces competition with respect to any products and services that it may seek to develop or commercialize in the future. The Company’s competitors include major companies worldwide. Many of its competitors have significantly greater financial, technical, and human resources and may have superior expertise in research and development and marketing approved services and thus may be better equipped to develop and commercialize services. These competitors also compete with the Company in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, competitors may commercialize products more rapidly or effectively than the Company is able to, which would adversely affect its competitive position, the likelihood that its services will achieve initial market acceptance and its ability to generate meaningful additional revenues from products and services.
The Company has outstanding liabilities. The Company owes approximately $136,000 in the form of credit card debt and multiple working capital loans including Shopify and WebBank.
Industry consolidation may result in increased competition, which could result in a loss of customers or a reduction in revenue. Some of our competitors have made or may make acquisitions or may enter into partnerships or other strategic relationships to offer more comprehensive services than they individually had offered or achieve greater economies of scale. In addition, new entrants not currently considered to be competitors may enter our market through acquisitions, partnerships or strategic relationships. We expect these trends to continue as companies attempt to strengthen or maintain their market positions. The potential entrants may have competitive advantages over us, such as greater name recognition, longer operating histories, more varied services and larger marketing budgets, as well as greater financial, technical and other resources. The companies resulting from combinations or that expand or vertically integrate their business to include the market that we address may create more compelling service offerings and may offer greater pricing flexibility than we can or may engage in business practices that make it more difficult for us to compete effectively, including on the basis of price, sales and marketing programs, technology or service functionality. These pressures could result in a substantial loss of our customers or a reduction in our revenue.
The consolidation of retail customers could adversely affect us. Retail customers in our major markets may consolidate, resulting in fewer customers for our business. Consolidation also produces larger retail customers that may seek to leverage their position to improve their profitability by demanding improved efficiency, lower pricing, increased promotional programs, or specifically tailored products. In addition, larger retailers have the scale to develop supply chains that permit them to operate with reduced inventories or to develop and market their own white-label brands. Retail consolidation and increasing retailer power could adversely affect our product sales and results of operations. Retail consolidation also increases the risk that adverse changes in our customers’ business operations or financial performance will have a corresponding material and adverse effect on us. For example, if our customers cannot access sufficient funds or financing, then they may delay, decrease, or cancel purchases of our products, or delay or fail to pay us for previous purchases, which could materially and adversely affect our product sales, financial condition, and operating results.
We must correctly predict, identify, and interpret changes in consumer preferences and demand, offer new products to meet those changes, and respond to competitive innovation. Consumer preferences for our products change continually. Our success depends on our ability to predict, identify, and interpret the tastes and habits of consumers and to offer products that appeal to consumer preferences. If we do not offer products that appeal to consumers, our sales and market share will decrease. We must distinguish between short-term fads, mid-term trends, and long-term changes in consumer preferences. If we do not accurately predict which shifts in consumer preferences will be long-term, or if we fail to introduce new and improved products to satisfy those preferences, our sales could decline. In addition, because of our varied customer base, we must offer an array of products that satisfy the broad spectrum of consumer preferences. If we fail to expand our product offerings successfully across product categories, or if we do not rapidly develop products in faster growing and more profitable categories, demand for our products could decrease, which could materially and adversely affect our product sales, financial condition, and results of operations.
In addition, achieving growth depends on our successful development, introduction, and marketing of innovative new products and line extensions. Successful innovation depends on our ability to correctly anticipate customer and consumer acceptance, to obtain, protect and maintain necessary intellectual property rights, and to avoid infringing the intellectual property rights of others and failure to do so could compromise our competitive position and adversely impact our business
In general, demand for our products and services is highly correlated with general economic conditions. A substantial portion of our revenue is derived from discretionary spending by individuals, which typically falls during times of economic instability. Declines in economic conditions in the U.S. or in other countries in which we operate may adversely impact our consolidated financial results. Because such declines in demand are difficult to predict, we or the industry may have increased excess capacity as a result. An increase in excess capacity may result in declines in prices for our products and services.
Maintaining, extending and expanding our reputation and brand image are essential to our business success. We seek to maintain, extend, and expand our brand image through marketing investments, including advertising and consumer promotions, and product innovation. Increasing attention on marketing could adversely affect our brand image. It could also lead to stricter regulations and greater scrutiny of marketing practices. Existing or increased legal or regulatory restrictions on our advertising, consumer promotions and marketing, or our response to those restrictions, could limit our efforts to maintain, extend and expand our brands. Moreover, adverse publicity about regulatory or legal action against us could damage our reputation and brand image, undermine our customers’ confidence and reduce long-term demand for our products, even if the regulatory or legal action is unfounded or not material to our operations. In addition, our success in maintaining, extending, and expanding our brand image depends on our ability to adapt to a rapidly changing media environment. We increasingly rely on social media and online dissemination of advertising campaigns. The growing use of social and digital media increases the speed and extent that information or misinformation and opinions can be shared. Negative posts or comments about us, our brands or our products on social or digital media, whether or not valid, could seriously damage our brands and reputation. If we do not establish, maintain, extend and expand our brand image, then our product sales, financial condition and results of operations could be adversely affected.
The Company may be unable to maintain, promote, and grow its brand through marketing and communications strategies. It may prove difficult for the Company to dramatically increase the number of customers that it serves or to establish itself as a well-known brand in the competitive Beef Jerky and snack space. Additionally, the product may be in a market where customers will not have brand loyalty.
The Company relies on other companies to provide raw materials and major ingredients, including wholesale beef, for their products. They depend on these suppliers and subcontractors to meet their contractual obligations to their customers and conduct their operations. Their ability to meet their obligations to their customers may be adversely affected if suppliers or subcontractors do not provide the agreed-upon supplies or perform the agreed-upon services in compliance with customer requirements and in a timely and cost-effective manner. Likewise, the quality of their products may be adversely impacted if companies to whom they delegate manufacture of major components or subsystems for their products, or from whom they acquire such items, do not provide raw materials which meet required specifications and perform to their and their customers’ expectations. Their suppliers may be less likely than them to be able to quickly recover from natural disasters and other events beyond their control and may be subject to additional risks such as financial problems that limit their ability to conduct their operations.
The Company depends on the performance of distributors to sell its product to end users. The Company distributes its products through direct to consumer as well as national and regional retailers, and value-added resellers, many of whom distribute products from competing manufacturers. Many resellers have narrow operating margins and have been adversely affected in the past by weak economic conditions. The financial condition of these resellers could weaken, these resellers could stop distributing the Company’s products, or uncertainty regarding demand for the Company’s products could cause resellers to reduce their ordering and marketing of the Company’s products. If distributors cease distributing the Company’s products, or if the distributors are not able to meet expected sales targets, the Company’s operations could be harmed.
Failure by our transportation providers to deliver our products on time or at all could result in lost sales. We currently rely upon third-party transportation providers for a significant portion of our product shipments. Our utilization of delivery services for shipments is subject to risks, including increases in fuel prices, which would increase our shipping costs, and employee strikes and inclement weather, which may impact the ability of providers to provide delivery services that adequately meet our shipping needs. We may, from time to time, change third-party transportation providers, and we could therefore face logistical difficulties that could adversely affect deliveries. We may not be able to obtain terms as favorable as those we receive from the third-party transportation providers that we currently use or may incur additional costs, which in turn would increase our costs and thereby adversely affect our operating results
Evolving tax, environmental, food quality and safety or other regulations or failure to comply with existing licensing, labeling, trade, food quality and safety and other regulations and laws could have a material adverse effect on our consolidated financial condition. Our activities or products are subject to regulation by various federal, state, and local laws, regulations and government agencies, including the U.S. Food and Drug Administration and the U.S. Departments of Agriculture. The manufacturing, marketing and distribution of food products are subject to governmental regulation that control such matters as food quality and safety, ingredients, advertising, product or production requirements, labeling, relations with distributors and retailers, health and safety, the environment, and restrictions on the use of government programs to purchase certain of our products. We are also regulated with respect to matters such as licensing requirements, trade and pricing practices, tax, anti-corruption standards, advertising and claims, and environmental matters. The need to comply with new, evolving or revised tax, environmental, food quality and safety, labeling or other laws or regulations, or new, or changed interpretations or enforcement of existing laws or regulations, may have an adverse effect on our business and results of operations. Further, if we are found to be out of compliance with applicable laws and regulations in these areas, we could be subject to civil remedies, including fines, injunctions, termination of necessary licenses or permits, or recalls, as well as potential criminal sanctions, any of which could have an adverse effect on our business. Even if regulatory review does not result in these types of determinations, it could potentially create negative publicity or perceptions which could harm our business or reputation.
As a food production company, all of our products must be compliant with regulations by the Food and Drug Administration (FDA).We must comply with various FDA rules and regulations, including those regarding product manufacturing, food safety, required testing and appropriate labeling of our products. It is possible that regulations by the FDA and its interpretation thereof may change over time. As such, there is a risk that our products could become non-compliant with the FDA’s regulations and any such non-compliance could harm our business.
Product safety and quality concerns, including concerns related to perceived quality of ingredients, or product recalls could negatively affect the Company’s business. The Company’s success depends in large part on its ability to maintain consumer confidence in the safety and quality of all its products. The Company has rigorous product safety and quality standards. However, if products taken to market are or become contaminated or adulterated, the Company may be required to conduct costly product recalls and may become subject to product liability claims and negative publicity, which would cause its business to suffer. In addit ion, regulatory actions, activities by nongovernmental organizations and public debate and concerns about perceived negative safety and quality consequences of certain ingredients in our products may erode consumers’ confidence in the safety and quality issues, whether or not justified, and could result in additional governmental regulations concerning the marketing and labeling of the Company’s products, negative publicity, or actual or threatened legal actions, all of which could damage the reputation of the Company’s products and may reduce demand for the Company’s products. A product recall or an adverse result in litigation could have an adverse effect on our business, depending on the costs of the recall, the destruction of product inventory, competitive reaction and consumer attitudes. Even if a product liability claim is unsuccessful or without merit, the negative publicity surrounding such assertions could adversely affect our reputation and brand image. We also could be adversely affected if consumers in our principal markets lose confidence in the safety and quality of our products.
We are vulnerable to fluctuations in the price and supply of ingredients, packaging materials, and freight. We purchase large quantities of raw materials, including ingredients such as cured beef, cured fish and hunter sausage. Disruptions in our supplies, such as mad cow disease, could significantly harm our products in terms of cost, availability and reputation.
The company offers exotic products which could harm our reputation or incur negative press because of conceptions of animal welfare or environmental impact. Some of these products include Mako Shark jerky, Kangaroo Jerky, Snapping Turtle Jerky and Rabbit Jerky. Animal products in certain industries have been the subject of controversy and adverse publicity. Some organizations and individuals have attempted to limit consumption of certain animals that we currently market, or encourage the adoption of additional regulations applicable to the consumption or harvesting of those animals. To the extent that the activities of such organizations and individuals are successful, our R&D, and by extension our operating results and financial condition, could be materially adversely affected. In addition, negative publicity about us or our industry could harm our reputation.
The reviewing CPA has included a “going concern” note in the reviewed financials. Since inception, the Company has not yet commenced operations. As of June 30, 2018, the Company had zero working capital and will likely incur losses prior to generating positive working capital. These matters raise substantial concern about the Company’s ability to continue as a going concern.
We have not prepared any audited financial statements. Therefore, you have no audited financial information regarding the Company’s capitalization or assets or liabilities on which to make your investment decision. If you feel the information provided is insufficient, you should not invest in the Company.
The Company has permitted its intellectual property to lapse. Obtaining and maintaining intellectual property protection depends on compliance with various procedural, document submissions, fee payment and other requirements imposed by governmental agencies, and the Company’s protection could be reduced or eliminated for noncompliance with these requirements. The USPTO and various foreign governmental agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the application process. Although an inadvertent lapse can in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of rights in the relevant jurisdiction. Noncompliance events that could result in abandonment or lapse of intellectual property include, but are not limited to, failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. In particular, the Company has permitted its trademarks to lapse and be abandoned for two trademarks, specifically: B.U.L.K. (abandoned February 3, 2017) and Bulk Beef Jerky (abandoned April 25, 2012). A dead or abandoned status for a trademark application means that specific application is no longer under prosecution within the USPTO, and would not prevent another party from filing for that same trademark protection.
The Trademark held by the Company is registered under the founder’s name, rather than the Company itself. Typically, registered trademarks provide protections to the Company for their intellectual property. In this instance, however, the Trademark is held by the Company CEO, Peter Garbowski. As a result, if Peter Garbowski were to leave the Company, the Company might not have any ability to prevent his direct competition, or have any legal right to intellectual property created during his employment. There is no guarantee that the Trademark will have its ownership transferred to the Company.
The Company does not have an employment contract in place with Peter Garbowski, the CEO and Founder of the Company, or any of its employees. Employment agreements typically provide protections to the Company in the event of the employee’s departure, specifically addressing who is entitled to any intellectual property created or developed by those employees in the course of their employment and covering topics such as non-competition and non-solicitation. As a result, if Pete (or other employees) were to leave the Company, the Company might not have any ability to prevent their direct competition, or have any legal right to intellectual property created during their employment. There is no guarantee that an employment agreement will be entered into.
The Company has not yet formed a Board. Although the Company is not legally required to have a board to conduct operations, boards play a critical role in effective risk oversight. A board helps ensure that management’s actions are consistent with corporate strategy, reflective of the culture of the business, and in line with the organization’s risk tolerance. There is no guarantee that a Board will be put in place.
Start-up investing is risky. Investing in startups is very risky, highly speculative, and should not be made by anyone who cannot afford to lose their entire investment. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup or early-stage venture often relies on the development of a new product or service that may or may not find a market. Before investing, you should carefully consider the specific risks and disclosures related to both this offering type and the company which can be found in this company profile and the documents in the data room below.
Your shares are not easily transferable. You should not plan on being able to readily transfer and/or resell your security. Currently there is no market or liquidity for these shares and the company does not have any plans to list these shares on an exchange or other secondary market. At some point the company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when the company either lists their shares on an exchange, is acquired, or goes bankrupt.
The Company may not pay dividends for the foreseeable future. Unless otherwise specified in the offering documents and subject to state law, you are not entitled to receive any dividends on your interest in the Company. Accordingly, any potential investor who anticipates the need for current dividends or income from an investment should not purchase any of the securities offered on the Site.
Valuation and capitalization. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold.
You may only receive limited disclosure. While the company must disclose certain information, since the company is at an early-stage they may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long history. The company may also only obligated to file information periodically regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events through continuing disclosure that you can use to evaluate the status of your investment.
Investment in personnel. An early-stage investment is also an investment in the entrepreneur or management of the company. Being able to execute on the business plan is often an important factor in whether the business is viable and successful. You should be aware that a portion of your investment may fund the compensation of the company's employees, including its management. You should carefully review any disclosure regarding the company's use of proceeds.
Possibility of fraud. In light of the relative ease with which early-stage companies can raise funds, it may be the case that certain opportunities turn out to be money-losing fraudulent schemes. As with other investments, there is no guarantee that investments will be immune from fraud.
Lack of professional guidance. Many successful companies partially attribute their early success to the guidance of professional early-stage investors (e.g., angel investors and venture capital firms). These investors often negotiate for seats on the company's board of directors and play an important role through their resources, contacts and experience in assisting early-stage companies in executing on their business plans. An early-stage company may not have the benefit of such professional investors.
Representatives of SI Securities, LLC are affiliated with SI Advisors, LLC (“SI Advisors”). SI Advisors is an exempt investment advisor that acts as the General Partner of SI Selections Fund I, L.P. (“SI Selections Fund”). SI Selections Fund is an early stage venture capital fund owned by third-party investors. From time to time, SI Selections Fund may invest in offerings made available on the SeedInvest platform, including this offering. Investments made by SI Selections Fund may be counted towards the total funds raised necessary to reach the minimum funding target as disclosed in the applicable offering materials.
Frequently Asked Questions
A Side by Side offering refers to a deal that is raising capital under two offering types. This Side by Side offering is raising under Regulation CF and Rule 506(c) of Regulation D.
The Form C is a document the company must file with the Securities and Exchange Commission (“SEC”) which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.
Before making any investment decision, it is highly recommended that prospective investors review the Form C filed with the SEC (included in the company's profile) before making any investment decision.
Rule 506(c) under Regulation D is a type of offering with no limits on how much a company may raise. The company may generally solicit their offering, but the company must verify each investor’s status as an accredited investor prior to closing and accepting funds. To learn more about Rule 506(c) under Regulation D and other offering types check out our blog and academy.
Title III of the JOBS Act outlines Reg CF, a type of offering allowing private companies to raise up to $1 million from all Americans. Prior capital raising options limited private companies to raising money only from accredited investors, historically the wealthiest ~2% of Americans. Like a Kickstarter campaign, Reg CF allows companies to raise funds online from their early adopters and the crowd. However, instead of providing investors a reward such as a t-shirt or a card, investors receive securities, typically equity, in the startups they back. To learn more about Reg CF and other offering types check out our blog and academy.
When you complete your investment on SeedInvest, your money will be transferred to an escrow account where an independent escrow agent will watch over your investment until it is accepted by B.U.L.K Beef Jerky. Once B.U.L.K Beef Jerky accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to B.U.L.K Beef Jerky in exchange for your securities. At that point, you will be a proud owner in B.U.L.K Beef Jerky.
To make an investment, you will need the following information readily available:
- Personal information such as your current address and phone number
- Employment and employer information
- Net worth and income information
- Social Security Number or passport
- ABA bank routing number and checking account number (typically found on a personal check or bank statement)
If you are investing under Rule 506(c) of Regulation D, your status as an Accredited Investor will also need to be verified and you will be asked to provide documentation supporting your income, net worth, revenue, or net assets or a letter from a qualified advisor such as a Registered Investment Advisor, Registered Broker Dealer, Lawyer, or CPA.
An investor is limited in the amount that he or she may invest in a Reg CF offering during any 12-month period:
- If either the annual income or the net worth of the investor is less than $100,000, the investor is limited to the greater of $2,000 or 5% of the lesser of his or her annual income or net worth.
- If the annual income and net worth of the investor are both greater than $100,000, the investor is limited to 10% of the lesser of his or her annual income or net worth, to a maximum of $100,000.
Separately, B.U.L.K Beef Jerky has set a minimum investment amount of US $1,000.
Accredited investors investing $20,000 or over do not have investment limits.
You are a partial owner of the company, you do own securities after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.
In certain circumstances a company may terminate its ongoing reporting requirement if:
- The company becomes a fully-reporting registrant with the SEC
- The company has filed at least one annual report, but has no more than 300 shareholders of record
- The company has filed at least three annual reports, and has no more than $10 million in assets
- The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
- The company ceases to do business
However, regardless of whether a company has terminated its ongoing reporting requirement per SEC rules, SeedInvest works with all companies on its platform to ensure that investors are provided quarterly updates. These quarterly reports will include information such as: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) any notable press and news.
Currently there is no market or liquidity for these securities. Right now B.U.L.K Beef Jerky does not plan to list these securities on a national exchange or another secondary market. At some point B.U.L.K Beef Jerky may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when B.U.L.K Beef Jerky either lists their securities on an exchange, is acquired, or goes bankrupt.
You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement. If invested under Regulation CF you may also receive periodic updates from the company about their business, in addition to monthly account statements.
This is B.U.L.K Beef Jerky's fundraising profile page, where you can find information that may be helpful for you to make an investment decision in their company. The information on this page includes the company overview, team bios, and the risks and disclosures related to this investment opportunity. If the company runs a side by side offering that includes an offering under Regulation CF, you may also find a copy of the B.U.L.K Beef Jerky's Form C. The Form C includes important details about B.U.L.K Beef Jerky's fundraise that you should review before investing.
For offerings made under Regulation CF, you may cancel your investment at any time up to 48 hours before a closing occurs or an earlier date set by the company. You will be sent a reminder notification approximately five days before the closing or set date giving you an opportunity to cancel your investment if you had not already done so. Once a closing occurs, and if you have not canceled your investment, you will receive an email notifying you that your securities have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, you may go to your portfolio page
If you invest under any other offering type, you may cancel your investment at any time, for any reason until a closing occurs. You will receive an email when the closing occurs and your securities have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your portfolio page.