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Invest in FLUUX

A revolutionary smartphone accessory that empowers users to quit vaping

  • $77,000Amount raised
  • $1,000Minimum
  • $2,000,000Valuation cap

Purchased securities are not currently tradeable. Expect to hold your investment until the company lists on a national exchange or is acquired.

FLUUX is offering securities under both Regulation D and Regulation CF through SI Securities, LLC ("SI Securities"). SI Securities is an affiliate of SeedInvest Technology, LLC, a registered broker-dealer, and member FINRA/SIPC. SI Securities will receive cash compensation equal to 7.50% of the value of the securities sold and equity compensation equal to 5.00% of the number of securities sold. Investments made under both Regulation D and Regulation CF involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest. Furthermore, the contents of the Highlights, Term Sheet sections have been prepared by SI Securities and shall be deemed broker-dealer communications subject to FINRA Rule 2210 (the “Excluded Sections”). With the exception of the Excluded Sections noted above, this profile contains offering materials prepared solely by FLUUX without the assistance of SI Securities, and not subject to FINRA Rule 2210 (the “Issuer Profile”). The Issuer Profile may contain forward-looking statements and information relating to, among other things, the company, its business plan and strategy, and its industry. Investors should review the risks and disclosures in the offering's draft. The contents of this profile are meant to be a summary of the information found in the company’s Form C. Before making an investment decision, investors should review the company’s Form C for a complete description of its business and offering information, a copy of which may be found both here and below.


Company Highlights

  • Founded by three serial entrepreneurs, with a total of 4 exits, and earned awards such as being put on the Forbes 30U30 List
  • FLUUX participated in the Plug and Play Vape Tech Accelerator, which resulted in a paid pilot with Japanese Tobacco International (JTI) to create a FLUUX case for JTI's Logic Vaporizer
  • Advisor Deb Messina-Kleinman is the author of The Complete Idiot's Guide to Quitting Smoking and a contributing editor of How to Help Your Patients Quit Smoking
  • Global smoking cessation and nicotine de-addiction products market was estimated to be $14B in 2018, and is projected to grow at a CAGR of 20%, leading to revenue of $39B by 2023

Fundraise Highlights

  • Total Amount Raised: US $77,000
  • Total Round Size: US $750,000
  • Raise Description:  Seed
  • Minimum Investment:  US $1,000 per investor
  • Security Type:  Convertible Note
  • Valuation Cap:  US $2,000,000
  • Offering Type:   Side by Side Offering

We help people quit vaping using a trojan horse methodology; the FLUUX smartphone case appeals to vape users by resolving issues with storage and charging. Once in use, we gather data that is empowering for users & informative for outside companies.


Current legislation prevents manufacturers from making fundamental design changes to their vaporizers without FDA approval.

Due to this obstruction, vaping companies have been unable to release devices that monitor. This absence has created a void of behavioral data for advertisers, researchers, health and human services, insurance, and manufacturers. In response, FLUUX has created a solution that leverages analytics, technology, and doctor expertise to help empower users to quit.

For a solution to catch on with our target market, we knew that we needed a trojan horse - something that could give them the resources to quit without being combative.

Our solution is FLUUX.

This smartphone case solves two major issues that every vape user experiences  - Vaporizers are often misplaced, and also quickly run out of battery.

FLUUX's smartphone battery case has a location to both store and charge a JUUL safely and discretely (with more brands to come). When paired with the FLUUX mobile app, users can track their vaping usage through detailed analytics. The app also allows users to sign up for a bespoke pod auto-ship program, set reduction goals, and get support or counseling from medical professionals and peers.

We offer a direct to consumer business model, but we are pursuing new channels for expanding to health & human services, employers, and insurance providers.

The data we are collecting is very valuable to insurers, employers, and manufacturers alike. Thus, we hope to turn our unique data set into an enterprise data product over the next 12 months.

FLUUX was a participant in the Plug and Play Vape Tech Accelerator Program, which concluded in December 2019.

FLUUX also engaged in a paid Pilot for a white-labeled version of a smartphone battery case and app for  JUUL's competitor, LOGIC Compact.

The FLUUX is fully UL/CE/FCC listed, shipping this March.

Pitch Deck

Media Mentions

The Team

Founders and Officers

A Forbes 30U30 and Grist 50 Honoree. Manning founded Electriq Power, an energy storage and energy management solutions company that is thriving, having just closed a deal for Panasonic to white-label its residential energy storage product. Manning has raised over $15M in Capital in his career and generated $30M+ in revenues at his companies.

Chadwick Manning

CEO

A Forbes 30U30 and Grist 50 Honoree. Manning founded Electriq Power, an energy storage and energy management solutions company that is thriving, having just closed a deal for Panasonic to white-label its residential energy storage product. Manning has raised over $15M in Capital in his career and generated $30M+ in revenues at his companies.

Stanford GSB/Y-Combinator/StartX Alumni; Barceloux has raised over $65M in financing and generated over $150M+ in revenues. He founded and exited BookRunner, on online marketplace for textbooks, to Chegg as well as successfully exited Axius, a smart-home network monitoring platform, to Domotz and Techmate, an on-demand technical support service, to private equity.

Colin Barceloux

CMO

Stanford GSB/Y-Combinator/StartX Alumni; Barceloux has raised over $65M in financing and generated over $150M+ in revenues. He founded and exited BookRunner, on online marketplace for textbooks, to Chegg as well as successfully exited Axius, a smart-home network monitoring platform, to Domotz and Techmate, an on-demand technical support service, to private equity.

Himanshu Shah is a technology expert whose work has touched millions of people around the world. He is passionate about creating habit-changing products to solve real-world problems. He is the founder of Aethon Labs, a fast-paced, vertically integrated IoT product studio based in San Fransisco. The company using their expertise in hardware and software engineering, helps startups convert their ideas to smart products and bring them to market. Previously, Himanshu worked at Apple as a Software Security Engineer, where he developed several critical cryptography services for mobile platforms. He also led the development of the game-changing FaceID project.

Himanshu holds a Masters in Computer Science from Stony Brook University and has held multiple research positions in the areas of Computer Architecture, Compiler research, and Software-defined networking.

Himanshu Shah

CTO

Himanshu Shah is a technology expert whose work has touched millions of people around the world. He is passionate about creating habit-changing products to solve real-world problems. He is the founder of Aethon Labs, a fast-paced, vertically integrated IoT product studio based in San Fransisco. The company using their expertise in hardware and software engineering, helps startups convert their ideas to smart products and bring them to market. Previously, Himanshu worked at Apple as a Software Security Engineer, where he developed several critical cryptography services for mobile platforms. He also led the development of the game-changing FaceID project.

Himanshu holds a Masters in Computer Science from Stony Brook University and has held multiple research positions in the areas of Computer Architecture, Compiler research, and Software-defined networking.

Mr. Kurani is a Forbes 30U30 serial entrepreneur. He recently exited Sutro, a smart water sensor company, where he was co-founder and CEO. 

Ravi Kurani

CPO

Mr. Kurani is a Forbes 30U30 serial entrepreneur. He recently exited Sutro, a smart water sensor company, where he was co-founder and CEO. 

Term Sheet

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.

Fundraising Description

  • Round type:
    Seed

  • Round size:
    US $750,000

  • Raised to date:
    US $77,000
    US $2,000 (under Reg CF only)

  • Minimum investment:
    US $1,000

  • Target Minimum:
    US $300,000
  • Key Terms

  • Security Type:
    Convertible Note

  • Conversion discount:
    20.0%

  • Valuation Cap:
    US $2,000,000

  • Interest rate:
    8.0%

  • Note term:
    24 months
  • Additional Terms

  • Custody of Shares

    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.


  • Closing conditions:
    While FLUUX has set an overall target minimum of US $300,000 for the round, FLUUX must raise at least US $25,000 of that amount through the Regulation CF portion of their raise before being able to conduct a close on any investments below $20,000. For further information please refer to FLUUX's Form C.

  • Transfer restrictions:
    Securities issued through Regulation CF have a one year restriction on transfer from the date of purchase (except to certain qualified parties as specified under Section 4(a)(6) of the Securities Act of 1933), after which they become freely transferable. While securities issued through Regulation D are similarly considered "restricted securities" and investors must hold their securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available.

  • Use of Proceeds

    Investor Perks

    SPECIAL: Invest in the first 2 weeks of the campaign to receive the next tier of perks!

    Invest $1,000 - $4,999:

    Receive your choice of one (1) company-branded hat or one (1) company-branded t-shirt.

    Invest $5,000 - $9,999:

    Receive one (1) free FLUUX unit of your choice.

    Invest $10,000 - $19,999: 

    Receive one (1) free FLUUX unit of your choice along with one (1) company-branded hat and one (1) company-branded t-shirt.

    Invest $20,000 - $29,999:

    Receive two (2) free FLUUX units of your choice along with two (2) company-branded hats and two (2) company branded t-shirts.

    Invest $30,000 - $49,999:

    Receive any three (3) company-branded apparel items and any three (3) company-branded accessories from our company store.

    Invest $50,000+:

    Custom design your own FLUUX unit graphics and colors, and receive three (3) custom FLUUX units of your choice along with three (3) company-branded apparel items and three (3) company-branded accessories from our company store.

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

    Prior Rounds

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

    Pre-Seed

  • Round Size
    US $173,798
  • Closed Date
    Sep 1, 2019
  • Security Type
    Convertible Note
  • Market Landscape

    Mobile Phone Accessory Market Worldwide


    The primary market for FLUUX is Mobile Phone Accessories as our first go to market product is a smartphone battery charging case.  

    The global mobile phone accessories market size was valued at $73 billion in 2019 and is growing at a CAGR of 5.5% from 2016 to 2022.  An increase in the adoption of smartphones, as they offer effective connectivity to the digital world, drives the mobile phone accessories market.  Mobile Phone Accessories market appears to be moderately concentrated and with the presence of very few Mobile Phone Accessories market players.  In order to create a product like FLUUX, products like the BRIK JUUL case would need to be combined with a product like the LUX smartphone battery case. There are currently no vape monitoring devices on the market today in the USA for the leading vaporizer brands. The most similar competitor to FLUUX is the DUO charging case, which is an inferior product in its industrial design, battery capacity, charge speed, size, and lacks monitoring.

    As FLUUX continues to build out our mobile application, which is tied to our charging cases, a majority of our revenue and strategic focus will come from the data we capture and corresponding complementary services like vaping cessation, health counseling, and bespoke pod auto-ship plans. The global digital health market is expected to reach $509.2 billion by 2025, expanding at a CAGR of 27.7% over the forecast period. A significant rise in the number of health apps like the FLUUX Mobile App shows the appetite of consumers for lifestyle and health applications. For instance, according to the data published by myhealthapps blog, as of 2017, there were 325,000 medical, health, and fitness apps in the market. Thus, the rising importance of mobile devices for improving health outcomes and patient care will continue to positively impact market growth.

    Risks and Disclosures

    The Company’s expenses will significantly increase as they seek to execute their current business model. Although the Company estimates that it has enough runway until end of year, they will be ramping up cash burn to promote revenue growth, further develop R&D, and fund other Company operations after the raise. Doing so could require significant effort and expense or may not be feasible.

    The Company projects aggressive growth in 2020. If these assumptions are wrong and the projections regarding market penetration are too aggressive, then the financial forecast may overstate the Company's overall viability. In addition, the forward-looking statements are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

    The Company has not prepared any audited financial statements. Therefore, investors have no audited financial information regarding the Company’s capitalization or assets or liabilities on which to make investment decisions. If investors feel the information provided is insufficient, then they should not invest in the Company.

    The Company faces competition from other companies in both the cell phone accessory and digital health space. Existing companies that engage in the mobile digital health business or are within the mobile accessory space could introduce new or enhance existing products. If the Company is able to establish a market around its product, it may find that larger, better funded companies may enter the market, which could negatively impact the Company's growth.

    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 they serve or to establish itself as a well-known brand due to advertising bans from major advertising networks such as Facebook, Instagram, Snapchat, Reddit, and Quora. While we are hopeful that this ban will change with vaporizers such as JUUL receiving FDA approval, it is not guaranteed. We are aggressively pushing to be seen as a vaporizer cessation product, which will increase our chances of our ban from advertising lifted. This ban does not stop us from having social media accounts on every platform, generate content, or work with social media influencers.

    Legislation and regulation have imposed restrictions and requirements on companies operating within the Vaporizer industry that could have an adverse effect on the Company's business. The vaporizer industry is highly regulated, and regulation may continue to constrain the industry. These rules and regulations may impose additional expenses on the Company, may require the attention of senior management, and may result in fines if we are deemed to have violated any regulations. On the other hand, if regulations are loosened, it may be easier for new entrants to enter the market, which would increase the amount of competition that the Company faces.

    The Company may be unable to protect its intellectual property adequately. The company currently has a provisional patent on its the Company products. To the extent they do seek patent protection, any U.S. or other patents issued may not be sufficiently broad to protect their proprietary technologies. In addition, patents, even if granted, may be held invalid or unenforceable if challenged. Any intellectual enforcement efforts the Company seeks to undertake, including litigation, could be time-consuming and expensive and could divert management's attention.

    The Company is targeting a new and unproven segment within the vaporizer, smartphone accessory, and digital health markets, which introduces unknowns, such as  retention rates, and customer adoption. The Company may struggle to increase their unit sales if FDA approval for the JUUL vaporizer does not occur, or if the Memorandum of Understanding with Japanese Tobacco International falls through. 

    The company has a manufacturing contract with a company that manufactures the product in China. There is the potential that the company could experience manufacturing difficulties and have trouble shipping on time as a result. The Company currently uses a single  suppliers, but are in the process of partnering with two additional contract manufacturers. As a result, the Company may be at risk of shortage, price increases, changes, delay, or discontinuation of key components, which could disrupt and adversely affect our business in the short term. 

    The Company has not filed a Form D for its Pre-Seed offering from 2019. The SEC rules require a Form D to be filed by companies within 15 days after the first sale of securities in the offering relying on Regulation D. Failing to register with the SEC or get an exemption may lead to fines, the right of investors to get their investments back, and even criminal charges. There is a risk that a late penalty could apply.

    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 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") 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.

    FLUUX's Form C

    The Form C is a document the company must file with the Securities and Exchange Commission, 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.

    Download FLUUX's  Form C

    Frequently Asked Questions

    About Side by Side Offerings
    What is Side by Side?

    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.


    What is a Form C?

    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.


    What is Rule 506(c) under Regulation D?

    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.


    What is Reg CF?

    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.


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


    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)

    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.


    How much can I invest?

    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, FLUUX has set a minimum investment amount of US $1,000.

    Accredited investors investing $20,000 or over do not have investment limits.


    After My Investment
    What is my ongoing relationship with the Issuer?

    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:

    1. The company becomes a fully-reporting registrant with the SEC
    2. The company has filed at least one annual report, but has no more than 300 shareholders of record
    3. The company has filed at least three annual reports, and has no more than $10 million in assets
    4. The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
    5. 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.


    How can I sell my securities in the future?

    Currently there is no market or liquidity for these securities. Right now FLUUX does not plan to list these securities on a national exchange or another secondary market. At some point FLUUX 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 FLUUX 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. If invested under Regulation CF you may also receive periodic updates from the company about their business, in addition to monthly account statements.


    Other General Questions
    What is this page about?

    This is FLUUX'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 FLUUX's Form C. The Form C includes important details about FLUUX's fundraise that you should review before investing.


    How can I (or the company) cancel my investment under Regulation CF?

    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 account's portfolio page by clicking your profile icon in the top right corner.


    What if I change my mind about investing?

    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 account's portfolio page by clicking your profile icon in the top right corner.