accessibilityaccreditedactiveactivityaimalarmalign-bottomalign-center-horizontalalign-center-verticalalign-leftalign-rightalign-topanchorangelannoyedapplearchivearrow-downarrow-leftarrow-rightarrow-uparticleat-signawardbalanceballoonbandaidbarcodebellbicyclebinocularsblindboatbook-closedbookbookmarkbookmark-newbookmarkedbooksbottlebriefcasebrushbugbullhornbuscabinetcakecalendarcameracarcashcertificatechalkchart-barschart-linechart-piechatcheckmarkchevron-downchevron-leftchevron-rightchevron-upcircle-arrow-downcircle-arrow-leftcircle-arrow-rightcircle-arrow-upcircle-backwardcircle-checkmarkcircle-chevron-downcircle-chevron-leftcircle-chevron-rightcircle-chevron-upcircle-crosscircle-ejectcircle-exclamationcircle-facebookcircle-firstcircle-forwardcircle-googlepluscircle-gustcircle-lastcircle-linkedincircle-minuscircle-nextcircle-pausecircle-play-thincircle-playcircle-pluscircle-previouscircle-questioncircle-stopcircle-twittercircleclipboard-checkclipboardclockcloud-databasecloud-downloadcloud-fogcloud-gearcloud-lightningcloud-lockcloud-raincloud-snowcloud-synccloud-uploadcloudcocktail-glasscodecombinecomment-fillcommentcommentscompassconfusedconnectconstruction-coneconstructioncontactscoolcopycredit-cardcropcrosscrowncubedatabasedeletedesigndesktopdiamonddicedinnerdisconnectdocumentdownloaddrawerdreamdropletdumbbellearthediteggellipsisenter-downenter-leftenter-rightenter-upenterenvelopeevilexcludeexit-downexit-leftexit-rightexit-upexitexpandeye-droppereyefacebookfactoryfeatherfile-audiofile-codefile-imagefile-videofile-zipfilefilm-playfindfirefirst-aidflagflip-horizontalflip-verticalfloppy-diskfolderfootprintframefunnelgamepadgasgeargiftglassglassesgoogleplusgraduationgrin-evilgringroupgungusthamburgerhammerhappy-grinhappyheadsetheart-fillhearthistoryhomeiconsinboxintersectipadiphonekeykeyboardkeyholeknifelablamplaptopleafleave-downleave-leftleave-rightleave-uplibrarylifebuoylighterlightning-boltlinklinkedinlistlocationlocklotusmadmagicmagnetmalletmanmapmedalmeet-downmeet-leftmeet-rightmeet-upmic-mutemicminusmoonmousemovemusic-notemusicmustachemutenavigationneutralnewsoptionsoutletpaint-rollerpaintbrushpairpaper-planepaperclippaperspastepatchpawpenpencilphonephotopicturepinpine-treeplaneplayplaylistplug-cordpluspodiumpowerpresentationprinterprofilepulsepuzzlequestionquote-closequote-openradiorank1rank2rank3receptionrecycleredorefreshregisterreply-allreplyroad-signrocketrulersadscissorsscreensearchshareshieldshipshirtshockedshrinkshufflesignalsitemapskullsmartphonesmilespeed-fastspeed-mediumspeed-slowspell-checksquaresubtractsunsyncsyringetabtablettagtagstargetteacupterminalthumbs-downthumbs-uptickettilestimertoilet-papertonguetoolstrailertraintransmissiontrashtreetrophytrucktvtwitterumbrellaundounlinkunlockuploaduserusersvolume-highvolume-lowvolume-mediumvolumewarningwheelchairwifiwinkwomanwonderingwrenchzoom-inzoom-out

Death & Co

Integrated hospitality group creating unique cocktail experiences across the U.S.

  • $2,060,000Amount Reserved
  • $0.9093Share Price
  • $18,000,000Pre-Money valuation

By making a reservation, you are requesting a spot to invest in Death & Co's upcoming offering. A reservation is non-binding and you may change the amount at any time.

Website: http://ginandluck.com

Share:

Death & Co is accepting reservations for an Offering under Tier II of Regulation A. No money or other consideration is being solicited, and if sent in response, it will not be accepted. No sales of securities will be made or commitment to purchase accepted until qualification of the offering statement by the Securities and Exchange Commission (the "Commission") and approval of any other required government or regulatory agency. A reservation is non-binding and involves no obligation or commitment of any kind. No offer to buy securities can be accepted and no part of the purchase price can be received without an Offering Statement that has been qualified by the Commission. A copy of the Preliminary Offering Circular that forms a part of the Offering Statement may be obtained both here and below.


Company Highlights

  • Total company revenue grew 49% from $4.95M in 2018 to $7.39M in 2019 - specifically, Death & Co Denver revenue grew 67% from $2.69M in 2018 to $4.43M in 2019 and Proprietors LLC, the company’s consulting arm, grew 85% from $398K in 2018 to $736K in 2019.
  • Cocktail Codex, the group’s second cocktail book, won the James Beard Award for “Book of the Year” – the first beverage book to ever win the category. The group is currently working on its third book, which will be released in October 2021.
  • Death & Co has achieved consistent praise in the hospitality space, with features in Forbes, Food & Wine, Travel & Leisure, The New York Times, The Wall Street Journal, and more; the company won the American Cocktail Bar and World's Best Cocktail Menu at Tales of the Cocktail’s Spirited Awards, among other notable accolades.
  • Death & Co LA, the third Death & Co outpost, successfully debuted in Los Angeles’ Arts District in late December 2019, generating $212k in January and $209k in February.
  • The company previously successfully raised on SeedInvest in 2018. This was SeedInvest's first hospitality fundraise and the 2nd most successful Reg CF + Reg D round in the platform's history.

Fundraise Highlights

  • Total Round Size: US $6,000,000
  • Raise Description:  Series B
  • Minimum Investment:  US $1,000 per investor
  • Security Type:  Preferred Equity
  • Pre-Money valuation :  US $18,000,000
  • Target Minimum Raise Amount:  US $750,001

"The East Village cocktail bar opened nearly 13 years ago, but it continues to be one of the most sought-out places to drink in the country. Few bars have played a more pivotal role in the modern cocktail movement, have recruited more rock star bartenders and earned as much critical acclaim." - Los Angeles Times


Introducing Gin & Luck:

The need for connecting over food and drink, for thoughtful hospitality, will forever be a part of the human story and is more sought after now than ever before.

In today’s landscape, hospitality groups must do more than own and operate traditional brick and mortar bars and restaurants. In order to thrive, they must be nimble, dynamic, and diversified, pursuing opportunities that expand far beyond the typical hospitality experience. We created Gin & Luck – the parent company behind the Death & Co brand, as well as the globally-recognized consulting and management firm, Proprietors LLC – to pursue cocktail-anchored international business opportunities in hospitality, retail, and media.

What we’ve achieved so far:

Gin & Luck is the umbrella company for a number of subsidiaries with a growing range of revenue: three Death & Co locations (New York, Denver, Los Angeles), an online retail platform, Food & Beverage management for boutique hotel groups, an all-purpose Food & Beverage consultancy ProprietorsLLC, content creation in the form of new published books, and a soon to be released ready to drink cocktail line.

At the center of these various ventures is the Death & Co brand. In 14 years of operation, Death & Co has succeeded as a strong, sound business and a versatile brand, making it one of the most recognized and respected names in bar culture. Each location has received numerous awards and appeared on countless “best bar” lists. The group's two books, Death & Co Modern Classic Cocktails and Cocktail Codex have received international recognition, category-leading sales, and numerous awards – including the James Beard “Book of the Year” award in 2019 for Cocktail Codex. Currently, a third book is being finalized with anticipated release in October 2021. 

Roadmap: 

The company has spent the last 15 years focusing on brand creation, national operations, new openings, education, and content creation – all anchored around cocktail based hospitality. We are strategically expanding our businesses within these verticals to further diversify our revenue streams, grow faster, and position various parts of the company for future acquisition. 

Product & Service

The Gin & Luck model, built from differentiated businesses while utilizing the company’s core skill set, allows for diversified cash flow, ability to maximize return on capital, potential for rapid growth, higher valuation, and the opportunity to position company segments for individual acquisition. Importantly, this diversified business model provides further company stability in the event of future business interruption, such as natural disasters or future health-related shut-downs.

Gin & Luck Business Model

Brick & Mortar Bars & Restaurants:

Death & Co

NYC:

  • Flagship location, opened New Year’s Eve 2006/07
  • Steady year-over-year growth, generating $2.2M in 2019

Denver:

  • Opened May 2018
  • The company’s first foray into full-service food, beverage and hotel integration at boutique property The Ramble Hotel
  • A multifaceted space composed of various concepts across 12,000 sq ft and including four bars, a daytime cafe, and event facility
  • Grown from $2.6M in the first year to $4.3M in 2019 

LA:

  • Opened New Year’s Eve 2019/20
  • Spanning 3,000 sq ft, possesses greater revenue potential than flagship with two bar rooms and larger overall capacity

New cocktail-anchored concepts to be secured in the current, below-market lease environment, utilizing low-cost build-out opportunities from pre-existing food and beverage venues.

Books: The Gin & Luck team has authored three books: Death & Co: Modern Classic Cocktails (2014); Cocktail Codex: Fundamentals, Formulas, Evolutions (2018); and the forthcoming Death & Co, Welcome Home (2021). The published books received widespread global media coverage, category-leading sales, and respected accolades and awards.

Death & Co Retail Sales: Launched in 2019, Death & Company Market (online) has steadily grown both in product mix and sales. The business was positively impacted by the pandemic, with strong increase in sales and expansions of retail opportunities in 2020.

Death & Co Ready To Drink Product (RTD): The company has a signed consulting and licensing agreement for a new line of ready to drink canned and bottled cocktails, with the goal of national distribution for both on and off premise.

Management Deals: F&B concept ideation and ongoing operations contracts within larger developments, such as boutique hotels or airports. Capturing a development fee and ongoing percentage of gross and net revenues, these operations require no up-front capital. Soon to open ventures located in Aspen, CO, and LaGuardia airport.

Proprietors LLC Consulting: Proprietors LLC is a low-overhead consulting and services company specializing in opening cocktail focused beverage programs for clients. Clients such as Hilton, Arclight Cinemas, Lettuce Entertain You and MGM have hired Proprietors for bar space design, cocktail program development, and staff training. Proprietors is regarded globally as a premier services company in the space, with a ten year track record of success.

Midnight Auteur Hotels: A joint venture with Ryan Diggins (The Ramble Hotel and Gravitas) with two key elements: real estate acquisition and sale of hotel property as investment and management of the hotel property. 

G&L Education Platform*: The company is developing an online education platform geared specifically to the cocktail focused hospitality sector. The paywall site will offer consumer and professionals various education tracts and levels of accreditation.

*The company is currently in the early stages of developing the education platform business. 

Media Mentions

The Team

Founders and Officers

David has worked in the hospitality business since the age of 13. In the summer of 2006, at the age of 24, he designed and opened Death & Company, a cocktail bar in the East Village of Manhattan, and shortly after formed the hospitality consulting and management company Proprietors LLC with Alex Day and Devon Tarby. As the founder and CEO, David drives company growth and culture, and directly manages the marketing and retail divisions. When not on the road, he lives in Jackson Hole with his wife Jenna, their daughter, Aria, and their dogs, Stella and Doug.

David Kaplan

CEO

David has worked in the hospitality business since the age of 13. In the summer of 2006, at the age of 24, he designed and opened Death & Company, a cocktail bar in the East Village of Manhattan, and shortly after formed the hospitality consulting and management company Proprietors LLC with Alex Day and Devon Tarby. As the founder and CEO, David drives company growth and culture, and directly manages the marketing and retail divisions. When not on the road, he lives in Jackson Hole with his wife Jenna, their daughter, Aria, and their dogs, Stella and Doug.

Originally a bartender in Death & Co’s early days, Alex has been a partner since 2010 and has since co-formed various businesses in partnership with David Kaplan and Devon Tarby. As Chief Operating Officer at Gin & Luck, Alex leads all company departments, from daily operations to new venture planning. Passionate about education and writing, Alex is a regular speaker at industry conferences, has been a contributor to various publications and co-authored three books, and is an active participant in the leadership groups of the Tales of the Cocktail Education Committee and the Independent Restaurant Coalition. Alex lives in Portland, Maine, with his husband, Andrew. 

Alex Day

COO

Originally a bartender in Death & Co’s early days, Alex has been a partner since 2010 and has since co-formed various businesses in partnership with David Kaplan and Devon Tarby. As Chief Operating Officer at Gin & Luck, Alex leads all company departments, from daily operations to new venture planning. Passionate about education and writing, Alex is a regular speaker at industry conferences, has been a contributor to various publications and co-authored three books, and is an active participant in the leadership groups of the Tales of the Cocktail Education Committee and the Independent Restaurant Coalition. Alex lives in Portland, Maine, with his husband, Andrew. 

Devon Tarby began her career as a bartender at world-renowned cocktail bar The Varnish, located in Downtown Los Angeles. Today, she is the Chief Services Officer for Gin & Luck and manages Proprietors LLC, a full-service hospitality firm that consults on and operates a myriad of F&B projects. Over the last five years, Devon has opened dozens of projects across the US and abroad ranging from Michelin starred restaurants, movie theaters, hotels, to award winning cocktail bars. In addition to leading all aspects of consulting work for the company, Devon also directs training, education and beverage development for clients. Devon lives in Los Angeles, CA with her fiancé, Alejandro Guzmán.

Devon Tarby

CSO

Devon Tarby began her career as a bartender at world-renowned cocktail bar The Varnish, located in Downtown Los Angeles. Today, she is the Chief Services Officer for Gin & Luck and manages Proprietors LLC, a full-service hospitality firm that consults on and operates a myriad of F&B projects. Over the last five years, Devon has opened dozens of projects across the US and abroad ranging from Michelin starred restaurants, movie theaters, hotels, to award winning cocktail bars. In addition to leading all aspects of consulting work for the company, Devon also directs training, education and beverage development for clients. Devon lives in Los Angeles, CA with her fiancé, Alejandro Guzmán.

Term Sheet

Fundraising Description

  • Round type:
    Series B

  • Round size:
    US $6,000,000

  • Minimum investment:
    US $1,000

  • Target Minimum:
    US $750,001
  • Key Terms

  • Security Type:
    Preferred Equity

  • Share price:
    US $0.9093

  • Pre-Money valuation:
    US $18,000,000
  • Use of Proceeds

    Investor Perks

    Reservation Bonus: 

    All investors who reserve shares and purchase their reserved shares will receive access to the Death & Co Cocktail Compendium, with almost 1,000 original cocktails, as well as the Investor Cocktail 101 Virtual Class.

    Prior investors automatically get the next tier up when they invest again. 

    Perks:

    Tier 1. Investors of $2,500 or more will receive a 10 pack of priority reservations at any Gin & Luck brick and mortar property, including Death & Co locations in New York City, Denver, Los Angeles, as well as future properties.

    Tier 2. Investors of $5,000 or more will receive Tier 1 perks, access to the Death & Co Cocktail Compendium, and a signed copy of the new Death & Co book, releasing in October 2021.

    Tier 3. Investors of $20,000 or more will receive Tier 2 perks, access to Investor Cocktail 101 class, 10% off at all Death & Co properties, priority reservations for life and invitations to exclusive launch events (such as book launch parties, openings, etc).

    BRONZE. Investors of $50,000 or more will receive Tier 3 perks, plus a cocktail created for you, named by you, and featured at the Death & Co location of your choosing for one season as well as a signed Tim Tomkinson (the illustrator of D&C menus and all three books) print.

    SILVER. Investors of $75,000 or more will receive BRONZE perks, a commemorative plaque at the Death & Co of their choosing, plus an invitation to participate in a regularly scheduled quarterly call with Gin & Luck + Death & Co senior management.

    GOLD. Investors of $100,000 or more will receive SILVER perks, a private cocktail class for up to 10 guests at a Gin & Luck brick and mortar location of their choosing, and an original framed Death & Co illustration by Tim Tomkinson.

    PLATINUM. Investors of $200,000 or more will receive GOLD perks, plus a catered cocktail party for up to 50 guests at a Gin & Luck location of their choosing.

    DIAMOND. Investors of $500,000 or more will receive PLATINUM perks, design and consultation services for a custom home bar, plus a Death & Co cocktail party for the completed home bar project for up to 75 guests. 

    It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.

    Please note that due to share price calculations, some final investment amounts may be rounded down to the nearest whole share - these will still qualify for the designated perk tier. Additionally, investors must complete the online process and receive an initial email confirmation by the deadline stated above in order to be eligible for perks.

    Prior Rounds

    The graph below illustrates the valuation cap or the pre-money valuation of Death & Co's prior rounds by year.


    This chart does not represent guarantees of future valuation growth and/or declines.

    Series A

  • Round Size
    US $2,650,000
  • Security Type
    Preferred Equity
  • Pre-Money valuation
    US $13,000,000
  • Market Landscape

    Market size of the bar and nightclub sector in the United States


    Though the current environment presents challenges for maximizing revenue due to limited, government-regulated occupancy and changing social norms, it is our conviction that meaningful hospitality experiences are – and have always been – an integral element of our culture. The hallmarks of Gin & Luck’s offerings and services are an integral part of the fabric of our communities.

    Prior to the 2020 COVID-19 pandemic, alcohol sales from nightlife ventures was a growing business. Alcohol sales in the US have steadily grown since the mid-1990’s, reaching 25.74 billion in 2017. Spirits sales have continued to grow quickly, fueled by an increased interest in cocktails. Spirit sales were up 2.6% in 2016, in line with the five-year average, double wine sale’s 2016 growth.

    Target Customer

    The Brick & Mortar customer typically lives in urban markets, travels extensively, has a mid- to high-level of disposable income, and seeks new experiences regularly. While typical clientele have ranged between early twenties to mid-forties, due to the brand’s cultural pervasiveness that range has expanded to older demographics, with a relatively even split between male and female consumers.

    Competitive Edge

    Gin & Luck has a significant competitive edge in a number of critical ways: first, the brand’s global presence and reputation allows strategic opportunity in lease and management deal arrangements; as a highly respected employer, the company is able to attract the best talent; and due to the expertise of Gin & Lucks consulting arm, Proprietors LLC, the company has valuable systems and processes readied to open new venues quickly and operate profitable food & beverage establishments on an ongoing basis.

    Risks and Disclosures

    We have suffered substantial losses in the past two years and have not generated profits since our inception. We have not generated profits since inception, and we have had a history of losses. We have sustained losses of $673,628, $692,125 and $424,708 for the six months ended June 30, 2020 and for the years ended December 31, 2019 and 2018, respectively, and have an accumulated deficit of $2,035,139 as of June 30, 2020.Our ability to continue operations is dependent upon our ability to generate sufficient cash flows from operations to meet our obligations, which the company has not been able to accomplish to date, and/or to obtain additional capital financing.

    The impact global and domestic economic conditions have on consumer discretionary spending could materially adversely affect our financial performance. Dining out is a discretionary expenditure that historically has been influenced by domestic and global economic conditions. The outbreak of, and local, state and federal governmental responses to, the COVID-19 pandemic have led to a national and global economic downturn. Consumer discretionary spending has weakened. Reduced discretionary spending could influence off-premise dining, customer traffic in our restaurants as capacity restrictions are lifted and average check amount, which in turn could have a material impact on our financial performance.

    Global and domestic conditions, including as a result of COVID-19, that have an effect on consumer discretionary spending include, but may not be limited to: unemployment, general and industry-specific inflation, consumer confidence, consumer purchasing and saving habits, credit conditions, stock market performance, home values, population growth, household incomes and tax policy. Material changes to governmental policy related to domestic and international fiscal concerns, and/or changes in central bank policies with respect to monetary policy, also could affect consumer discretionary spending. Any of these additional factors affecting consumer discretionary spending may further influence customer traffic in our restaurants and average check amount, thus potentially having a further material impact on our financial performance.

    Changes in, or any failure to comply with, applicable laws or regulations could materially adversely affect our ability to operate our facilities and/or increase our cost to do so, which could materially adversely affect our financial performance. Federal, state and local laws and regulations govern the distribution of spirits, including permitting, licensing, trade practices, advertising and marketing, distributor relationships and various other matters. Our bars are subject to alcohol beverage control regulations that require us to apply to a bar authority for a license that must be renewed annually and may be revoked or suspended for cause at any time. These alcohol beverage control regulations relate to numerous aspects of daily operations of our bars, including minimum age of patrons and employees, hours of operation, advertising, trade practices, inventory control and handling, storage and dispensing of alcohol beverages. Noncompliance with such laws and regulations may cause the Alcohol and Tobacco Tax and Trade Bureau or any particular state or jurisdiction to revoke its license or permit, restricting our ability to conduct business, assess additional taxes, interest and penalties or result in the imposition of significant fines.

    We face substantial competition and our inability to compete effectively could adversely affect our sales and results of operations. We compete in the highly competitive hospitality industry. Our business faces competition with respect to our locations as well as any products and services that we may seek to develop or commercialize in the future. Our competitors include major hospitality companies and bars locally and worldwide (for our planned merchandise and books). Many of our 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. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, competitors may grow 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.

    Our business is currently concentrated in a few geographic areas, issues impacting those areas may have a material adverse effect on our business. Because our main business operations are concentrated in a few geographic areas, we are susceptible to economic and other trends and developments, including adverse economic conditions, in these areas. Our financial performance is dependent on the performance of our Death & Co bars located in New York, Denver and California. As a result, adverse economic conditions in any of these geographic areas could have a material adverse effect on our overall results of operations, including the impact of the COVID-19 pandemic, which has had a disproportionate negative effect on restaurants, bars and the hospitality industry in general. Unpredictable government regulations in relation to the Covid-19 pandemic make it difficult to plan for some of our operations. In addition, local strikes, terrorist attacks, increases in energy prices, inclement weather or natural or man-made disasters could have a negative effect on our business.

    The company may not be able to maintain licenses and permits necessary for its operation, in compliance with laws, regulations and other requirements, which could adversely affect its business, results of operations or financial condition. Each of our bars is subject to licensing and regulation by alcoholic beverage control, amusement, health, sanitation, safety, building code and fire agencies in the state, county and/or municipality in which the facility is located.

    Each facility is required to obtain a license to sell alcoholic beverages on the premises from a state authority and, in certain locations, county and municipal authorities. Typically, licenses must be renewed annually and may be revoked or suspended for cause at any time. In some states, the loss of a license for cause with respect to one facility may lead to the loss of licenses at all facilities in that state and could make it more difficult to obtain additional licenses in that state. Alcoholic beverage control regulations relate to numerous aspects of the daily operations of each facility, including minimum age of patrons and employees, hours of operation, advertising, wholesale purchasing, inventory control and handling and storage and dispensing of alcoholic beverages. We are currently operating all of our bars with appropriate licenses, a failure to retain a liquor license, or any other required permit or license, in a particular location, or to continue to qualify for, or renew licenses, could have a material adverse effect on operations and the company’s ability to obtain such a license or permit in other locations.

    Quality management plays an essential role in determining and meeting customer requirements and improving the Company products and services. Our future success depends on our ability to maintain and continuously improve our quality management program. An inability to address a quality or safety issue in an effective and timely manner may also cause negative publicity, a loss of customer confidence in us or our current or future products, which may result in the loss of sales and difficulty in successfully launching new products. In addition, a successful claim brought against us in excess of available insurance or not covered by indemnification agreements, or any claim that results in significant adverse publicity against us, could have an adverse effect on our business and our reputation.

    The Company’s success depends on the experience and skill of the founder and key members. In particular, the Company is dependent on David Kaplan, Alexander Day and Devon Tarby. The loss of our founders or any key members of the team could harm the Company’s business, financial condition, cash flow and results of operations. We cannot guarantee that we would be able to replace these individuals with similarly qualified executives on a timely basis or at all.

    If the company cannot raise sufficient funds, it may need to raise additional funds. Gin & Luck is offering Series B Preferred Stock in the amount of 6,598,482 shares of Preferred Stock and up to $6 million in this offering on a best-efforts basis and may not raise the complete amount. If the maximum amount is raised, the company will likely need to raise additional funds in the future in order to grow. If the company raises a substantially lesser amount than the Maximum Raise, it will have to find other sources of funding for some of the plans outlined in “Use of Proceeds.” We have applied for and received approval for additional emergency loans from the government, however, we may in the future need to engage in additional private or public capital fundraising efforts, which may dilute your investment.

    *Please refer to Preliminary Offering Circular for full list of Risk Factors

    General Risks and Disclosures

    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 theseshares 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 \u2014 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.

    Death & Co's Preliminary Offering Circular

    The offering circular is the legal document filed with the SEC for a Regulation A offering and provides facts that an investor needs to make an informed investment decision. The offering circular includes an overview of company and company's business, historical financials and capitalization, and key risk factors.

    Download Death & Co's  Preliminary Offering Circular here.

    Frequently Asked Questions

    About Reg A Offerings
    What does it mean that the SEC has qualified this offering?

    "The SEC has qualified this offering" means the SEC has permitted Death & Co to offer for sale the securities described in the Offering Circular to investors such as you. The SEC is not judging the merits, accuracy, or completeness of the offering and information in the Offering Circular.


    Making an Investment in Death & Co
    How does investing work?

    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 Death & Co. Once Death & Co accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Death & Co in exchange for your securities. At that point, you will be a proud owner in Death & Co.


    What is the difference between preferred equity and a convertible note?

    Preferred equity is usually issued to outside investors and carries rights and conditions that are different from that of common stock. For example, preferred equity may include rights that prevent or minimize the effects of dilution or grants special privileges in situations when the company is sold.

    A convertible note is a unique form of debt that converts into equity, usually in conjunction with a future financing round. The investor effectively loans money to a startup with the expectation that they will receive equity in the company in the future at a discounted price per share when the company raises its next round of financing.

    To learn more about startup investment types check out “How to Choose a Startup Investment” in our academy.


    What will I need to complete my investment?

    To make an investment, you will need the following information readily available:

    1. Personal information such as your current address and phone number
    2. Employment and employer information
    3. Net worth and income information
    4. Social Security Number or passport
    5. ABA bank routing number and checking account number (typically found on a personal check or bank statement)

    What if I change my mind about investing?

    Until a closing occurs, you may cancel your investment at any time, for any reason. 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 by clicking your profile icon in the top right corner.


    After My Investment
    How can I sell my securities in the future?

    Currently there is no market or liquidity for these securities. Right now Death & Co does not plan to list these securities on a national exchange or another secondary market. At some point Death & Co 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 Death & Co either lists their securities on an exchange, is acquired, or goes bankrupt.


    How do I keep track of this investment?

    You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement.


    Other General Questions
    What is this page about?

    This is Death & Co'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. You will also find a copy of the Death & Co's Offering Circular, which has been qualified by the SEC. The Offering Circular includes important details about Death & Co's fundraise that you should review before investing.


    What are the risks of this investment?

    This investment is highly speculative and should not be made by anyone who cannot afford to risk the entire investment amount. In addition to these risks, you should carefully consider the specific information and risks disclosed in Death & Co’s profile and Offering Circular.