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Invest in Growgenics

Advanced LED horticultural lighting technology for optimizing plant growth

  • $120,600Amount raised
  • $1,000Minimum
  • $5,000,000Valuation cap

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

Growgenics 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 Growgenics 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

  • First volume order of $70k from a commercial vertical farm grower.
  • Utility patent pending on grow light assembly (filed in March 2018).
  • Founder holds 14 patents and has over 35 years of experience in advanced product development with a background in mechanical engineering.
  • The vertical farming market is expected to grow at a CAGR of 24.8% from 2016 and reach USD 5.80 billion by 2022.
  • The cannabis market is projected to reach $24 billion by 2022.

Fundraise Highlights

  • Total Amount Raised: US $120,600
  • Total Round Size: US $1,000,000
  • Raise Description:  Seed
  • Minimum Investment:  US $1,000 per investor
  • Security Type:  Crowd Note
  • Valuation Cap:  US $5,000,000
  • Offering Type:   Side by Side Offering

Growgenics aims to re-shape the horticultural lighting industry.


The agricultural market is changing.  Indoor grow lighting is poised to re-define how we grow food. This new market is about growing plants indoors in a controlled environment without pesticides, and lighting is a critical component.  

There are two rapidly growing markets in this sector; indoor growing of cannabis, and indoor vertical farming for growing food. By 2022, cannabis is expected to be a $24 billion market in the U.S. alone while Indoor vertical food farming is expected to grow to a $6 billion market.  

We believe there are three major problems with most current grow lights - they’re not designed for plants, they generate excessive heat, and they waste a tremendous amount of energy.

Growgenics has created an innovative solution that aims to address and solve these problems via our advanced high-efficiency variable color spectrum LED shape lighting technology.  Our laboratory testing has revealed accelerated plant growth with reduced energy. We just recently closed our first major lighting deal with a  mid-west vertical grow farm. In addition, we filed our utility patents this past March 2018 and are currently in discussions with a major U.S. distribution partner.

Pitch Deck

Product & Service

Growgenics' unique LED horticultural lighting technology is poised to re-shape the indoor growing industry. We believe our technology has the following innovations that set us apart from the industry:

  • Shape Lighting: Our unique design provides a means for pivoting, rotating, and adjusting our lights to wrap around a plant and thus deliver increased photonic grow light energy to the plant.
  • Energy Saving Technology: Our advanced LED lights generate similar plant growth than standard industry grow lights while using 50% less power, therefore generating 50% less light and heat*.
  • Adjustable Light Spectrum: Through our extensive scientific research and laboratory testing, we identified ten key light color frequencies that positively affect plant growth and photosynthesis which we integrated into our advanced LED lights. We provide the user the ability to adjust these ratios to optimize plant growth.
  • Smart Phone IntegrationGrowgenics' lights include smartphone integration providing users the ability to control power levels, light color spectrum ratios, and light on-off times.
  • Night & Day Inspection Modes: Growgenics' unique lighting technology has integrated one-button smartphone click technology that temporarily toggles the grow light LEDs to all white, or to all green for enhanced plant leaf health inspection.
  • Low Voltage (Safety)Growgenics' lighting technology is powered by 24 volts, not only is this safe to touch without injury or shock, but the lights can also be powered directly by photo-voltaic panels.
  • Modular SystemGrowgenics' unique design is a modular system. Our lights are designed as interconnecting LED light segments that can be connected in a number of various configurations based on a grower’s need, i.e., linear, octagonal, trapezoidal, etc.  This provides efficiency in manufacturing and provides our customers with flexibility to deliver maximum photonic grow energy to their plants.
  • Integrated Environmental Sensors: During 2019, Growgenics plan to release an advanced version of our LED grow lights which will include integrated environmental sensors for measuring and monitoring temperature, humidity, and CO2 levels.
  • Light Impact on Taste and Nutrients Recent NASA research studies have shown the ability to enhance plant quality by varying the color light-spectrum. Growgenics provides the ability to adjust these key ratios of light color identified in NASA's research.

Business & Revenue Model

Market Focus: Growgenics primary focus will be on developing leading market and brand positions in the North American commercial grow markets. Our focus will encompass three key markets:

  • Indoor Cannabis
  • Indoor Vertical Farming for Growing Food
  • Greenhouse Supplemental Lighting

Approach: Growgenics plans to utilize a well-seasoned focused sales force in key markets to promote, educate, and close business with commercial growers. Our approach will be two-pronged as follows:

  1. Commercial Growers: Within our three key focused market segments, Growgenics plans to work directly with high volume commercial growers who leverage technologies for higher profits and higher yields.
  2. Commercial Distribution Partners: Leveraging existing and new business network relationships, Growgenics plans to form alliances with leading credit strong national distribution partners.

*The Company has not yet conducted any third-party product testing. The above claims are based on test results generated by the founders of Growgenics. Although the founders claim that the tests were conducted under industry standard scientific protocols, there is no guarantee that these results are accurate. 

Team Story

In early 2015, Rick Genga, founder of Growgenics, began researching the rapidly growing markets of indoor food farming and indoor cannabis growing. With 35 years in advanced product development and business development, as well as an extensive background in LED Technology, he quickly realized that custom and precise LED lighting could change the industries.

Rick then added a good friend to the Growgenics team: Hamid Pishdadian, a 35-year veteran of advanced electronic development. The Growgenics’ team immediately began brainstorming, designing, and generating prototypes. They built grow test labs, and began testing with the help of consultant Dr. Brian Maynard, Professor of Plant Science from the University of RI.

Shortly thereafter Growgenics brought on seasoned technological business entrepreneur Bob Flynn as a Chief Operating Officer, as well as successful startup entrepreneur Peter Wild as an advisor.

Since in 2015, Growgenics’ owners have raised $335,000 to support product development initiatives  and invested in excess of $100,000 plus some 2000+ engineering hours.  After 3 years of extensive research, development, and five generations of prototypes, Growgenics' cutting edge product is ready for full product release.

Founders and Officers

Richard Genga

President/CEO

Richard holds a degree in mechanical engineering and applied mechanics from the University of Rhode Island 1983. He is a technology centric entrepreneur with a business development flare. Richard is the developer of the technology under review. His in-depth experience includes a diverse 35+ year product development background with expertise in mechanical design, electronics, electro-mechanical design, industrial design, controls, software integration, technical program management, intellectual property, and agency regulations. He holds 14 patents in various high growth industries. He is well versed in business development, operations, strategic partnerships, complex program management, advanced product design, manufacturing, operations, and speed-to-market.

Richard Genga

President/CEO

Richard holds a degree in mechanical engineering and applied mechanics from the University of Rhode Island 1983. He is a technology centric entrepreneur with a business development flare. Richard is the developer of the technology under review. His in-depth experience includes a diverse 35+ year product development background with expertise in mechanical design, electronics, electro-mechanical design, industrial design, controls, software integration, technical program management, intellectual property, and agency regulations. He holds 14 patents in various high growth industries. He is well versed in business development, operations, strategic partnerships, complex program management, advanced product design, manufacturing, operations, and speed-to-market.

Ronbert Flynn

Chief Operating Officer

Robert Flynn was a Senior Executive in the publicly traded +$3 billion (USD) London-based Cookson Group plc of London from 1982 to 1996. He was President of the Key-Tech division that he acquired and subsequently sold to another European based company. He managed technology and manufacturing companies in England and the United States with a particular emphasis on startup and turnaround situations. Robert received his Bachelor of Arts degree in Economics from the University of Rhode Island in 1977. He attended the Graduate School of Arts and Sciences of Harvard University as a Special Student in 1982 and received a Master of Liberal Arts degree from the Harvard University Extension School in 1984.  

Ronbert Flynn

Chief Operating Officer

Robert Flynn was a Senior Executive in the publicly traded +$3 billion (USD) London-based Cookson Group plc of London from 1982 to 1996. He was President of the Key-Tech division that he acquired and subsequently sold to another European based company. He managed technology and manufacturing companies in England and the United States with a particular emphasis on startup and turnaround situations. Robert received his Bachelor of Arts degree in Economics from the University of Rhode Island in 1977. He attended the Graduate School of Arts and Sciences of Harvard University as a Special Student in 1982 and received a Master of Liberal Arts degree from the Harvard University Extension School in 1984.  

Hamid Pishdadian

Chief Technology Officer (Contractor)

Hamid Pishdadian has degrees in Mechanical and Electrical engineering. He is the technical leader and has been a co-developer of the technology under review. His diverse background includes mechanical, electronic, electro-mechanical design, sensor design & development, advanced motor controls, low cost electronic product development, pressure- temperature-flow sensing technology, control of advanced mechanical systems, lighting technology, and regulatory affairs / approvals. Hamid holds 13 patents and has developed products for markets that include HVAC, Sanitation, Industrial Controls, Satellite TV, Data Acquisition, and Power Management. 

Hamid Pishdadian

Chief Technology Officer (Contractor)

Hamid Pishdadian has degrees in Mechanical and Electrical engineering. He is the technical leader and has been a co-developer of the technology under review. His diverse background includes mechanical, electronic, electro-mechanical design, sensor design & development, advanced motor controls, low cost electronic product development, pressure- temperature-flow sensing technology, control of advanced mechanical systems, lighting technology, and regulatory affairs / approvals. Hamid holds 13 patents and has developed products for markets that include HVAC, Sanitation, Industrial Controls, Satellite TV, Data Acquisition, and Power Management. 

Notable Advisors & Investors

Peter Wild

Advisor, Investor/Advisor

Q&A with the Founder

  • When were you founded and incorporated? 
    Growgenics LLC (formerly Intelligent Grow Systems LLC) was founded in early May 2014 and incorporated on May 16, 2014 as a domestic limited liability corporation in the state of Rhode Island. On April 28, 2015, Intelligent Grow Systems’ name was changed to Growgenics LLC.
  • Please specify the founder's Pre- and Post-Raise salary.

    $125k annually.

  • Please detail your historical product road map from inception - YTD.
    Since May 2014 we have created multiple and iterative generations of our advanced LED horticultural lighting product(s) with a continuous focus on increasing efficiency, output, and grow results. Our new science-based advanced horticultural LED product is fully refined and ready for the product launch.
  • Please describe your typical customer/user profile.

    Growgenics’ customer/user profile based on markets are Indoor Cannabis Cultivators, Commercial Greenhouse Supplemental Lighting Cultivators, Indoor Vertical Farming Growers, and University Horticultural and Botany Research Scientists. 

  • Please detail your barriers to entry. 

    Perception regarding LED photonic light penetration compared with HPS technology, higher initial cost compared with HPS technology, and overcoming early non-science based underperforming LED grow lights. 

  • The Q&A with the Founder is based on due diligence activities conducted by SI Securities, LLC. The verbal and/or written responses transcribed above may have been modified to address grammatical, typographical, or factual errors, or by special request of the company to protect confidential information.

    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 $1,000,000

  • Raised to date:
    US $120,600
    US $95,100 (under Reg CF only)

  • Minimum investment:
    US $1,000

  • Target Minimum:
    US $500,000
  • Key Terms

  • Security Type:
    Crowd Note

  • Conversion discount:
    20.0%

  • Valuation Cap:
    US $5,000,000

  • Interest rate:
    5.0%

  • Note term:
    24 months
  • Additional Terms

  • Investor Proxy Agreement

    All non-Major Purchasers will be subject to an Investment Proxy Agreement "IPA". The IPA will authorize SeedInvest 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 the Company's offering materials for additional details.


  • Closing conditions:
    While Growgenics has set an overall target minimum of US $500,000 for the round, Growgenics 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 Growgenics'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

    • Tier-1: Investors of $1,500 or more will receive a limited edition Growgenics' stainless-steel water bottle.
    • Tier-2: Investors of $5,000 or more will receive Tier-1 perks plus, a limited edition 4-piece set of Growgenics' crystal wine glasses, a Growgenics' limited edition polo shirt and baseball cap.
    • Tier-3: Investors of $25,000 or more will receive Tier-2 perks plus, a Growgenics' mini indoor advanced LED counter-top herb garden and micro green grow system.
    • BRONZE: Investors of $50,000 or more will receive Tier-3 perks, plus  an invitation to participate in quarterly calls with Growgenics Senior management.
    • SILVER: Investors of $75,000 or more will receive BRONZE perks, plus paid airfare to participate in a one-time full day strategy session and dinner with Growgenics’ senior management.
    • GOLD: Investors of $100,000 or more will receive SILVER perks, plus paid airfare and hotel stay in scenic Newport Rhode Island. Trip to include a sail experience with Growgenics’ management team on an historic America’s Cup 12 Meter Champion Yacht. Also includes invitation to annual dinner with the Growgenics’ senior management team.


    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

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


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

    Other

  • Round Size
    US $335,000
  • Closed Date
    Dec 31, 2015
  • Security Type
    Common Equity
  • Other

  • Round Size
    US $65,100
  • Closed Date
    Oct 19, 2018
  • Security Type
    Common Equity
  • Financial Discussion

    Operations

    Growgenics, LLC (“the Company”) is a limited liability company organized under the laws of Rhode Island. The Company manufactures and sells LED grow lights for indoor growing of plants.

    The financial statements have been prepared on the going concern basis, which assumes that the Company will continue in operation for the foreseeable future. However, management has identified the following conditions and events that created an uncertainty about the ability of the Company to continue as a going concern. The Company recorded net operating losses during the years ended December 31, 2017, and 2016.

    These conditions and events create an uncertainty about the ability of the Company to continue as a going concern through October 5, 2019 (one year after the date that the financial statements are available to be issued). The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

    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 $25,054 in cash on hand as of October 29, 2018, 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. 

    Market Landscape

    Grow Light Market Historical Data & Projected Growth (Ref: Statista)


    Target Markets

    1. Cannabis: The U.S. cannabis market is expected to double in size from $11.0 billion to $23.4 billion by 2022 (Ref: Arcview Research) BDS Analytics projects the worldwide market will reach $57 billion by 2027. These powerful market expansions are driving the grow light market at a feverish pitch, and Growgenics' new advanced LED  lights are poised to meet that expanding need.
    2. Indoor vertical farming for food: Indoor vertical farming is expanding rapidly and may become the future of farming. Vertical farming is designed to grow food indoors in a controlled environment without pesticides. This market is projected to grow to nearly $5.8 billion by 2022, at a compounded annual growth rate of 23% (Ref: MarketResearchEngine).   Growgenics' technology is positioned for this market due to our programmable variable spectrum technology which provides our customers the ability to vary color light spectrum ratios for optimization of plant growth regardless of plant species.
    3. Greenhouse Supplemental Lighting:  During seasonal short days of natural light, greenhouses require the addition of supplemental light for portions of the day to maintain desired plant growth. This commercial Greenhouse market is expected to grow to nearly $30 billion by  2020 at a comfortable ~9% CAGR (Ref: MarketsAndMarkets). 
    4. Research: University botany based research is an exciting market that in many instances involves the study plants and the effect of light spectrum on plant growth and development. Our adjustable LED color spectrum technology provides scientists the ability to use a single light for all their experimental plant growth testing.

    Risks and Disclosures

    Risks Related to the Company’s Business and Industry

    The reviewing CPA has included a “going concern” note in the reviewed financials. The financial statements have been prepared on the going concern basis, which assumes that the Company will continue in operation for the foreseeable future. However, management has identified the following conditions and events that created an uncertainty about the ability of the Company to continue as a going concern. The Company recorded net operating losses during the years ended December 31, 2017, and 2016. These conditions and events create an uncertainty about the ability of the Company to continue as a going concern through October 5, 2019 (one year after the date that the financial statements are available to be issued). The financial statements do not include any adjustments that might be necessary should the Company be unable 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 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. Its competitors include major companies worldwide. The Cannabis market is an emerging industry where new competitors are entering the market frequently. Many of the Company’s 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 than the Company 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, the Company’s 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 its products and services.

    The Company may not be successful in obtaining issued patents. Although the Company filed patents in March 2018, filing a patent application only indicates that they are pursuing protection, but the scope of protection, or whether a patent will even be granted, is still undetermined. The Company is not currently protected from their competitors. Moreover, any patents issued to them may be challenged, invalidated, found unenforceable or circumvented in the future. 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’s sales cycle is long and may be unpredictable, which can result in variability of its financial performance. Additionally, long sales cycles may require the Company to incur high sales and marketing expenses with no assurance that a sale will result, which could adversely affect its profitability. The Company’s results of operations may fluctuate, in part, because of the resource-intensive nature of its sales efforts and the length and variability of the sales cycle. A sales cycle is the period between initial contact with a prospective customer and any sale of its product. The sales process involves educating customers about the Company’s product, participating in extended products evaluations and configuring the products to customer-specific needs. It is difficult to predict when, or even if, it will make a sale to a potential customer or if the Company can increase sales to existing customers. As a result, the Company may not recognize revenue from sales efforts for extended periods of time, or at all. The loss or delay of one or more large transactions in a quarter could impact its results of operations for that quarter and any future quarters for which revenue from that transaction is lost or delayed.

    Its ability to grow its business depends on state laws pertaining to the cannabis industry. Continued expansions in the cannabis industry depends upon continued legislative authorization of cannabis at the state level. The status quo of, or progress in, the regulated cannabis industry is not assured and any number of factors could slow or halt further progress in this area. While there may be ample public support for legislative action permitting the manufacture and use of cannabis, numerous factors impact the legislative process.

    The Company forecasts project aggressive growth post-raise. If its assumptions are wrong, and its projections regarding market penetration are too aggressive, its financial projections may overstate its 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 is pre-revenue and may not be successful in its efforts to grow and monetize its product. It has limited operating capital and for the foreseeable future will be dependent upon its ability to finance operations from the sale of equity or other financing alternatives. There can be no assurance that the Company will be able to successfully raise operating capital. The failure to successfully raise operating capital, and the failure to effectively monetize its products, could result in bankruptcy or other event which would have a material adverse effect on the Company and the value of its shares. The Company has limited assets and financial resources, so such adverse event could put investors’ dollars at significant risk.

    The Company’s success depends on the experience and skill of the board of directors, its executive officers and key employees. In particular, the Company is dependent on Richard Genga and Robert Flynn, who have not yet signed employment agreements with the Company. There can be no assurance that they will continue to be employed by the Company for a particular period of time. The loss of our key employees or any member of the board of directors or executive officer could harm the Company’s business, financial condition, cash flow and results of operations.

    The Company has conducted transactions with Related Parties. See details on page 17 of the Form C.

    The Company sold $65,100 of Common Units at $2,500,000 pre-money valuation in early October, 2018 to close friends. The units sold were owned by the founder of the Company. This offering did not dilute any other existing investors. 

    The Company has not filed a Form D for its prior offerings. 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.

    Risks Related to the Securities

    The Crowd Notes will not be freely tradable until one year from the initial purchase date. Although the Crowd Notes may be tradable under federal securities law, state securities regulations may apply and each Purchaser should consult with his or her attorney. You should be aware of the long-term nature of this investment. There is not now and likely will not be a public market for the Crowd Notes. Because the Crowd Notes have not been registered under the 1933 Act or under the securities laws of any state or non-United States jurisdiction, the Crowd Notes have transfer restrictions under Rule 501 of Regulation CF. It is not currently contemplated that registration under the 1933 Act or other securities laws will be affected. Limitations on the transfer of the Crowd Notes may also adversely affect the price that you might be able to obtain for the Crowd Notes in a private sale. Purchasers should be aware of the long-term nature of their investment in the Company. Each Purchaser in this Offering will be required to represent that it is purchasing the Securities for its own account, for investment purposes and not with a view to resale or distribution thereof.

    We are selling convertible notes that will convert into shares or result in payment in limited circumstances. These notes only convert or result in payment in limited circumstances. If the Crowd Notes reach their maturity date, investors (by a decision of the Crowd Note holders holding a majority of the principal amount of the outstanding Crowd Notes) will either (a) receive payment equal to the total of their purchase price plus outstanding accrued interest, or (b) convert the Crowd Notes into shares of the Company’s most senior class of preferred stock, and if no preferred stock has been issued, then shares of Company’s common stock. If there is a merger, buyout or other corporate transaction that occurs before a qualified equity financing, investors will receive a payment of the greater of their purchase price plus accrued unpaid interest or the amount of preferred shares they would have been able to purchase using the valuation cap. If there is a qualified equity financing (an initial public offering registered under the 1933 Act or a financing using preferred shares), the notes will convert into a yet to-be-determined class of preferred stock. If the notes convert because they have reached their maturity date, the notes will convert based on a $5,000,000 valuation cap. If the notes convert due to a qualified equity financing, the notes will convert at a discount of 20%, or based on a $5,000,000 valuation cap. This means that investors would be rewarded for taking on early risk compared to later investors. Outside investors at the time of conversion, if any, might value the Company at an amount well below the $5,000,000 valuation cap, so you should not view the $5,000,000 as being an indication of the Company’s value.

    We have not assessed the tax implications of using the Crowd Note. The Crowd Note is a type of debt security. As such, there has been inconsistent treatment under state and federal tax law as to whether securities like the Crowd Note can be considered a debt of the Company, or the issuance of equity. Investors should consult their tax advisers.

    The Crowd Note contains dispute resolution provisions which limit your ability to bring class action lawsuits or seek remedy on a class basis. By purchasing a Crowd Note this Offering, you agree to be bound by the dispute resolution provisions found in Section 6 of the Crowd Note. Those provisions apply to claims regarding this Offering, the Crowd Notes and possibly the securities into which the Crowd Note are convertible. Under those provisions, disputes under the Crowd Note will be resolved in arbitration conducted in Delaware. Further, those provisions may limit your ability to bring class action lawsuits or similarly seek remedy on a class basis.

    You may have limited rights. The Company has not yet authorized preferred stock, and there is no way to know what voting rights those securities will have. In addition, as an investor in the Regulation CF offering you will be considered a Non-Major Investor (as defined below) under the terms of the notes offered, and therefore, you have more limited information rights.

    You will be bound by an investor proxy agreement which limits your voting rights. As a result of purchasing the notes, all Non-Major Investors (including all investors investing under Regulation CF) will be bound by an investor proxy agreement. This agreement will limit your voting rights and at a later time may require you to convert your future preferred shares into common shares without your consent. Non-Major Investors will be bound by this agreement, unless Non-Major Investors holding a majority of the principal amount outstanding of the Crowd Notes (or majority of the shares of the preferred equity the notes will convert into) held by Non-Major Investors vote to terminate the agreement.

    A majority of the Company is owned by a small number of owners. Prior to the Offering, the Company’s current owners of 20% or more of the Company’s outstanding voting securities beneficially own up to 66.97% of the Company’s voting securities. Subject to any fiduciary duties owed to our other owners or investors under Rhode Island law, these owners may be able to exercise significant influence over matters requiring owner approval, including the election of directors or managers and approval of significant Company transactions, and will have significant control over the Company’s management and policies. Some of these persons may have interests that are different from yours. For example, these owners may support proposals and actions with which you may disagree. The concentration of ownership could delay or prevent a change in control of the Company or otherwise discourage a potential acquirer from attempting to obtain control of the Company, which in turn could reduce the price potential investors are willing to pay for the Company. In addition, these owners could use their voting influence to maintain the Company’s existing management, delay or prevent changes in control of the Company, or support or reject other management and board proposals that are subject to owner approval.

    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”). 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.

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


    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, Growgenics 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 Growgenics does not plan to list these securities on a national exchange or another secondary market. At some point Growgenics 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 Growgenics 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 Growgenics'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 Growgenics's Form C. The Form C includes important details about Growgenics'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 portfolio page


    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 portfolio page.