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HelloMD 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 HelloMD 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. The contents below 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.

2016 revenue

$1.9 million

Projected Legal US Cannabis Sales (2020)

$22 billion

  • 2016 net revenues of $1.9 million (up 256% year-over-year)
  • 130K registered users with ~9K joining per month (only operating in CA; plans to expand to 28 states in 2017)
  • 170K+ Monthly Unique Visitors; 400+ retail partners
  • 99% say they trust the medical information on HelloMD, based on a HelloMD survey in Jan answered by 3,606 customers.
  • Graduated from the StartUp Health Accelerator
  • Amount raised:  
  • Close date:  
  • Indicated Interest:  
  • Raise Description:  Series A
  • Minimum Investment:  US $500 per investor
  • Security Type:  Preferred Equity
  • Pre-Money Valuation:  US $15,000,000
  • Offering Type:   Side by Side Offering

“HelloMD is at the forefront of a new trend in Silicon Valley: The Cannabis Tech Startup”  —  The New York Times.


Over the past 24 months, we believe HelloMD has become the leading destination on the web for health & wellness oriented cannabis consumers. This demographic is larger than the recreational market, and will include tens of millions over coming years.

HelloMD provides a complete solution, starting with a doctor's consultation over Telehealth, to product selection and advice, community advice and purchase/ delivery options from hundreds of licensed retailer and brand partners. 

HelloMD is uniquely positioned to scale in the fast growing industry in the US - soon to reach $22B by analyst expectations - in that we do not 'touch the plant' and are not hindered by interstate regulations. Additionally, we are creating an international brand in cannabis and will open in Canada in 2017. Over the coming years, cannabis worldwide is estimated to grow into a 500B market, and consumers from across the planet will be guided by HelloMD as they discover cannabis products for their health & wellness. 

Pitch Deck

Product & Service

Cannabis is a confusing market for new consumers. Thousands of product offerings are available, with limited medical advice or information for health & wellness-minded consumers. Additionally, there are legal requirements to join state medical cannabis programs.

A complete solution for cannabis consumers.

Doctor Consultations:
Our proprietary technical platform guides patients on their journey with medical cannabis. The initial connection is with a licensed doctor, which takes place over live video feed using a smartphone (Telehealth). HelloMD is already the leader in this space with more than 50,000 completed consults.

Medical Q&A (user generated content):
Next, consumers browse our database of 15,000+ unique articles, questions & answers covering product selection and advice. Much of this content having been created by community doctors, retailers, brand partners and others. Asking questions is free, and any member of our community can answer. This public content has the added advantage of attracting new visitors to our site through organic search, currently growing at 20% per month and making our customer acquisition costs close to zero. 

Amazon-like marketplace (product sales):
Once a product selection is made, we present purchase and pricing option from our marketplace of hundreds of retail, brand and delivery partners. This 'Amazon.com of cannabis' strategy presents HelloMD the opportunity to participate in the $50B cannabis market with 15% commission on sales, while the network effects of the cannabis ecosystem create long term barriers to entry for competitors. 
There is currently no national, online retailer for cannabis products.

B2B offerings

In addition to our consumer solutions, we offer our 400+ retail and brand partners a platform to promote their products to our community of consumers. This is achieved by participation in our (Quora-like) Q&A forums, personal profiles with a history of questions answered, blog postings, weekly newsletters, videos, deals, offers and other features. We host regular (Ask Me Anything) events with key partners which engage our audience and provide exposure to new brands and products. All of the content on HelloMD is moderated which ensures quality and trust in our brand is maintained.

Hundreds of partners have integrated HelloMD technology into their own websites, which provides their customers direct access to our doctor community and many have integrated with our API offerings to automate the process of new customer on-boarding (regulatory compliance).

    

Media Mentions

Team Story

Long time technology entrepreneurs Mark and Pamela Hadfield founded the company in 2014, with the initial goal of creating a Telehealth platform for traditional healthcare. It was not until Pamela (suffering with migraines) started looking for solutions in medical cannabis, that the idea arose to refocus efforts on cannabis consumers. Same platform, different target market; the results where instant and powerful. HelloMD quickly took a leadership position in the fastest growing industry in the US. 

Recognizing the scope of the opportunity they had found, and the importance of management execution they added industry veterans Larry and Michael, along with medical oversight from Dr. Perry Solomon.

With software development as our DNA, today HelloMD consists of 17 dedicated professionals, including a world class engineering and design team, friendly customer service and a growing list of independent doctors who see patients through the platform every day of the week.

With a culture of professionalism not always common in cannabis companies, the team is dedicated to the task at hand; growing the largest community of medical cannabis consumers on the planet.

Meet the Founders

Perry Solomon, MD

Chief Medical Officer

Perry Solomon, MD is the Chief Medical Officer at HelloMD. He has held this position since March 2015 and has been overseeing the medical content of the site as well as the hiring of the physicians who are affiliated with HelloMD. In addition he has helped publish various observational studies and surveys regarding the patients who utilize the HelloMD platform.

As a Board Certified Anesthesiologist, he had an active career as a clinician. He currently is the Medical Director of Cardiac Rehabilitation at San Ramon Regional Center as well as Medical Director of two Pediatric Dental Surgery Centers in California. He received his medical degree from the Columbia College of Physicians and Surgeons in New York.

Pamela Hadfield

Co Founder and UX

Pamela is a Co Founder of HelloMD and has been in technology for over 15 years, creating original User Experiences for some of today’s most recognizable brands. She is a 3rd time entrepreneur and has found a home within the cannabis industry. After discovering cannabis as a solution for her own chronic medical condition she is now passionate about cannabis education, reducing the stigma around consumption and promoting it as a tool for overall health & wellness.

Mark Hadfield

Co Founder & CEO

Mark has created 3 successful companies from inception, each of which achieved success with customers, investors and exits. Workshare & nScaled were enterprise software companies, while AddLive (founding team) was acquired by SnapChat in late 2014. Always thinking of new ideas, Mark believes we live in a world with unprecedented opportunities for innovation and creation. Mark believes his success lies in his tenacity, and that companies only fail when founders give up. 

Mark is a father of three young girls, and when he is not working he can be found walking his dogs, or kiteboarding the beautiful San Francisco bay.

Michael Litchfield

Chief Marketing Officer

Michael Litchfield joined HelloMD in June 2015 as Chief Marketing Officer. Prior to joining HelloMD, Michael was Vice President and Executive Creative Officer at Doremus – an Omnicom global branding and advertising agency [OMC]. Michael served in that role for ten years helping large technology accounts establish worldwide marketing and branding strategies (including: HP, Corning, Logitech, and Microsoft). For his creative efforts, Michael was named one of Internationalist Magazine’s Global Innovators of 2012. Michael holds a BSEE from the NZPO College of Engineering (Auckland, NZ).

Larry Lisser

Snr. Vice President of Business Development

Larry is HelloMD’s Senior Vice-President of Business Development. He has served in this capacity since June of 2015. A seasoned entrepreneur and specialist in building global partner networks for next-gen companies, Larry has assisted countless startups in achieving rapid growth, particularly inside of new industries. His experience in these successes have included corporate roles, serving as a strategic consultant and holding board positions. Larry started his career in Canada, spent almost 20 years in San Francisco and now lives with his family in Denver. Colorado.

Perry Solomon, MD

Chief Medical Officer

Perry Solomon, MD is the Chief Medical Officer at HelloMD. He has held this position since March 2015 and has been overseeing the medical content of the site as well as the hiring of the physicians who are affiliated with HelloMD. In addition he has helped publish various observational studies and surveys regarding the patients who utilize the HelloMD platform.

As a Board Certified Anesthesiologist, he had an active career as a clinician. He currently is the Medical Director of Cardiac Rehabilitation at San Ramon Regional Center as well as Medical Director of two Pediatric Dental Surgery Centers in California. He received his medical degree from the Columbia College of Physicians and Surgeons in New York.

Pamela Hadfield

Co Founder and UX

Pamela is a Co Founder of HelloMD and has been in technology for over 15 years, creating original User Experiences for some of today’s most recognizable brands. She is a 3rd time entrepreneur and has found a home within the cannabis industry. After discovering cannabis as a solution for her own chronic medical condition she is now passionate about cannabis education, reducing the stigma around consumption and promoting it as a tool for overall health & wellness.

Mark Hadfield

Co Founder & CEO

Mark has created 3 successful companies from inception, each of which achieved success with customers, investors and exits. Workshare & nScaled were enterprise software companies, while AddLive (founding team) was acquired by SnapChat in late 2014. Always thinking of new ideas, Mark believes we live in a world with unprecedented opportunities for innovation and creation. Mark believes his success lies in his tenacity, and that companies only fail when founders give up. 

Mark is a father of three young girls, and when he is not working he can be found walking his dogs, or kiteboarding the beautiful San Francisco bay.

Michael Litchfield

Chief Marketing Officer

Michael Litchfield joined HelloMD in June 2015 as Chief Marketing Officer. Prior to joining HelloMD, Michael was Vice President and Executive Creative Officer at Doremus – an Omnicom global branding and advertising agency [OMC]. Michael served in that role for ten years helping large technology accounts establish worldwide marketing and branding strategies (including: HP, Corning, Logitech, and Microsoft). For his creative efforts, Michael was named one of Internationalist Magazine’s Global Innovators of 2012. Michael holds a BSEE from the NZPO College of Engineering (Auckland, NZ).

Larry Lisser

Snr. Vice President of Business Development

Larry is HelloMD’s Senior Vice-President of Business Development. He has served in this capacity since June of 2015. A seasoned entrepreneur and specialist in building global partner networks for next-gen companies, Larry has assisted countless startups in achieving rapid growth, particularly inside of new industries. His experience in these successes have included corporate roles, serving as a strategic consultant and holding board positions. Larry started his career in Canada, spent almost 20 years in San Francisco and now lives with his family in Denver. Colorado.

Notable Advisors & Investors

Larry Albukerk
Trevor Harries-Jones

Advisor, Advisor

Larry Albukerk

Advisor, Advisor

Q&A with the Founder

  • Can you give us an idea of your business model?
    For the last 22 months, it’s been 1 line item of revenue; connecting patients with doctors over a live stream. Patient pays $49 and meets with a doctor and they have a consultation. It’s all been derived in California. Moving forward, we are in the process of a pivot – the most ambitious of whch is to be a marketplace with hundreds of sellers selling cannabis products to our large number of patients – that’s the primary focus for the pivot for this year.
  • How do you plan to scale?
    We’ve been very geographically focused on California – we’ve become the leader in the space in California. We’ve developed two aspects of how this plans to scale: 1) Platform for user generated content which creates a huge amount of inbound organic search traffic (we now have 2k pages of unique Q&A between doctors and patients); 2) We’re moving beyond California into all of the other medical cannabis legal states and we’ll also be opening up in Canada. Doctors from all other states will be joining our platform and we’ll have business joining as well. We also have a very strong partner ecosystem – we currently have 300 partners.
  • How are you tackling the regulatory side of things?
    It’s a highly-regulated market and its regulated based on geography and it’s also evolving quickly. We are fortunate that we do no touch the plant – while we have to be cognizant of the regulations – we are not hampered like other cannabis companies are. Because we are a technical platform, we have to be cognizant and remain complaint on state lines. There are some subtle diff between states but not massive.
  • What are competitive advantages and barriers to entry?
    The competitive advantages are that we have a unique platform that is already scaling and will continue to scale. We have one of the largest patient communities in America and its growing very quickly and will accelerate further. Its an ecosystem of medical professionals and retailers and brand ambassadors as well as patients. It’s a true ecosystem that crosses the entire industry. In terms of barriers to entry, it’s a strong network effects – the more traction we get the more difficult it is for a competitor to compete with us and at some point it’s going to become impossible to displace because you cannot take on a whole ecosystem. We already have competitors who are copying features of ours – mostly on the doctor patient side – not on the retailers; but it would be difficult to scale to our level and it would be difficult to displace the network all at once.
  • What happened in December – there was a small drop? Seasonality?
    There is a lot of vacation dates – when there are vacation days doctors are off. That’s what happened in December.
  • 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.

    Side by Side 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.


    Terms & DescriptionRegulation D - Rule 506(c)Regulation CF
    Investor TypesAccredited OnlyAccredited and Non-accredited
    Round descriptionSeries ASeries A
    Round sizeUS $6,000,000US $6,000,000
    Amount raisedUS $224,999US $654,195
    Minimum investment$20,000US $500
    Target minimumUS $1,500,000US $1,500,000
    Closing ConditionsThe Company is making concurrent offerings under both Regulation CF and Regulation D (the "Combined Offerings"). Unless the Company raises at least the Target Amount of $100,000 under the Regulation CF offering and a total of $1,500,000 under the Combined Offerings (the “Closing Amount”) by July 3, 2017, no securities will be sold in this offering, investment commitments will be cancelled, and committed funds will be returned.The Company is making concurrent offerings under both Regulation CF and Regulation D (the "Combined Offerings"). Unless the Company raises at least the Target Amount of $100,000 under the Regulation CF offering and a total of $1,500,000 under the Combined Offerings (the “Closing Amount”) by July 3, 2017, no securities will be sold in this offering, investment commitments will be cancelled, and committed funds will be returned.

    Financial Discussion

    Operations

    For the year ended December 31, 2016, we recorded net revenues of $1,922,653 compared to $539,950 which is a 256% increase from December 31, 2015.

    The company’s operating expenses consist of sales and marketing, general and administrative, and research and development. For the year ended December 31, 2016, the company’s total operating expenses were $1,349,196.

    We believe that our prior earnings and cash flows are not indicative of future earnings and cash flows because we intend to scale and expand revenue streams.

    The Company does not expect to achieve profitability in the next 12 months and intends to focus on the following goals: expanding product sales through fulfillment through their partners.

    Liquidity and Capital Resources

    Although the proceeds of this offering are not necessary to the survival of the Company, in order for it to achieve its proposed business plan the proceeds of this offering or other resources are necessary.

    Capital Expenditures and Other Obligations

    The Company has not made any material capital expenditures in the past two years.

    The Company does not intend to make any material capital expenditures in the future.

    Material Changes and Other Information

    Trends and Uncertainties

    The Company does not currently believe it is subject to any trends or uncertainties.

    After reviewing the above discussion of the steps the Company intends to take, potential Purchasers should consider whether achievement of each step within the estimated time frame is realistic in their judgement. Potential Purchasers should also assess the consequences to the Company of any delays in taking these steps and whether the Company will need additional financing to accomplish them.

    The financial statements are an important part of this Form C and should be reviewed in their entirety. The financial statements of the Company are attached hereto as Exhibit A.

    Valuation

    Based on the Offering price of the Securities, the pre-offering value ascribed to the Company is $15,000,000.

    As discussed in “Dilution” below, the valuation will determine the amount by which the investor’s stake is diluted immediately upon investment. An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the company. When the company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of your stake is immediately diluted because each share of the same type is worth the same amount, and you paid more for your shares (or the notes convertible into shares) than earlier investors did for theirs.

    There are several ways to value a company, and none of them is perfect and all of them involve a certain amount of guesswork. The same method can produce a different valuation if used by a different person.

    Liquidation Value — The amount for which the assets of the company can be sold, minus the liabilities owed, e.g., the assets of a bakery include the cake mixers, ingredients, baking tins, etc. The liabilities of a bakery include the cost of rent or mortgage on the bakery. However, this value does not reflect the potential value of a business, e.g. the value of the secret recipe. The value for most startups lies in their potential, as many early stage companies do not have many assets (they probably need to raise funds through a securities offering in order to purchase some equipment).

    Book Value — This is based on analysis of the company’s financial statements, usually looking at the company’s balance sheet as prepared by its accountants. However, the balance sheet only looks at costs (i.e. what was paid for the asset), and does not consider whether the asset has increased in value over time. In addition, some intangible assets, such as patents, trademarks or trade names, are very valuable but are not usually represented at their market value on the balance sheet.

    Earnings Approach — This is based on what the investor will pay (the present value) for what the investor expects to obtain in the future (the future return), taking into account inflation, the lost opportunity to participate in other investments, the risk of not receiving the return. However, predictions of the future are uncertain and valuation of future returns is a best guess.

    Different methods of valuation produce a different answer as to what your investment is worth. Typically liquidation value and book value will produce a lower valuation than the earnings approach. However, the earnings approach is also most likely to be risky as it is based on many assumptions about the future, while the liquidation value and book value are much more conservative.

    Future investors (including people seeking to acquire the company) may value the company differently. They may use a different valuation method, or different assumptions about the company’s business and its market. Different valuations may mean that the value assigned to your investment changes. It frequently happens that when a large institutional investor such as a venture capitalist makes an investment in a company, it values the company at a lower price than the initial investors did. If this happens, the value of the investment will go down.


    Market Landscape

    The legal cannabis market is expected to reach $22 Billion by the year 2020 (ArcView Group and Forbes)


    The cannabis market is currently estimated at $7B in the US, and is growing faster than any other industry. Analysts predict a market of $22B by 2020. Despite its size, the market is high fragmented with thousands of small retailers, locally licensed and high regulated. Moreover, there is no cross state border commerce allowed and cannabis remains illegal under federal law. While many cannabis companies are cash rich and profitable, they have difficulty scaling beyond their immediate geographies.

    HelloMD is different in that we are a technology company that does not 'touch the plant'. This means we are not hindered by the same regulations and critically, can scale across state and international borders. 

    An opportunity exists to create the first national retailer of cannabis, not competing with license retailers but facilitating their access to customers in a marketplace - the Amazon of cannabis. In so doing, we will provide a single source solution for cannabis consumers with a health & wellness orientation. Our target demographic is estimated to include hundreds of millions of Americans treating chronic pain, anxiety, stress, insomnia and other common ailments. 

    While there are other technology platforms in cannabis, many of them have a specific focus on either delivery, regulatory compliance, point of sale or other specific areas of the market. Moreover, none of them have adopted the proven strategy of user generated content and community features which drives organic search and lowers customer acquisition costs to near zero. HelloMD has already achieved critical mass in California, which represents 50% of the total US market for cannabis. We are soon to open 27 other states and in Canada, where cannabis is as large as California.

    Risks and Disclosures

    Risks Related to the Company's Business and Industry

    Our business has posted net operating losses since operations began in 2013. We incurred losses of $388,039 and $410,572 for the years ended December 31, 2015 and 2016, respectively. The adverse effects of a limited operating history include reduced management visibility into forward sales, marketing costs, and customer acquisition, which could lead to missing targets for achievement of profitability.

    We need additional capital to expand operations; if we do not raise additional capital, we will need to curtail our expansion plans. Since our inception, we have financed our operations through revenue and through the sale of convertible notes. As of 31 March, 2017, we had approximately $100,000 in cash. If we fail to raise the minimum or maximum, to execute on our business plan successfully, we will need to raise additional money in the future. Additional financing may not be available on favorable terms, or at all. The exact amount of funds raised, if any, will determine how quickly we can reach profitability on our operations. No assurance can be given that we will be able to raise capital when needed or at all, or that such capital, if available, will be on terms acceptable to us. If we are not able to raise additional capital, we will likely need to curtail our expansion plans or possibly cease operations.

    We may not be able to effectively manage growth. The Company expects its growth to place a substantial strain on its managerial, operational and financial resources. The Company cannot assure that it will be able to effectively manage the expansion of its operations, or that its facilities, systems, procedures or controls will be adequate to support its operations. The Company’s inability to manage future growth effectively would have a material adverse effect on its business, financial condition and results of operations.

    Our management may not be able to control costs in an effective or timely manner. The Company’s management has used reasonable efforts to assess, predict and control costs and expenses. However, the Company only has a short operating history upon which to base those efforts. Implementing our business plan may require more employees, capital equipment, supplies or other expenditure items than management has predicted. Likewise, the cost of compensating employees and consultants or other operating costs may be higher than management’s estimates, which could lead to sustained losses.

    The Company operates in a vertical with high compliance and regulatory requirements. The Company has a community of cannabis users: doctors, patients, retailers and brands. Although the company does not sell or distribute cannabis directly, a part of its business model is dependent on those that do. While the company is unlikely to face direct federal pressure; its entire business model is at risk if federal or state laws change for medical (or recreational) cannabis use.

    Our business depends on developing and maintaining productive relationships with our doctors and vendors. We depend on our doctors and vendors to provide consultations and quality products at favorable prices. Many factors outside our control, including but not limited, to product shortages, labor disputes, or transportation disruptions, could adversely affect our partner’s ability to deliver to customer’s quality products and services at favorable prices in a timely manner.

    Maintaining, extending and expanding our reputation and brand image are essential to our business success. We seek to maintain, extend, and expand our brand image through marketing investments, including user generated content, advertising and product innovation. Increasing attention on marketing could adversely affect our brand image. Existing or increased legal or regulatory restrictions on our marketing initiatives, or our response to those restrictions, could limit our efforts to maintain, extend and expand our brands. Moreover, adverse publicity about regulatory or legal action against us could damage our reputation and brand image, undermine our customers' confidence and reduce long-term demand for our supply partner’s products.

    We operate in a highly competitive environment, and if we are unable to compete with our competitors, our business, financial condition, results of operations, cash flows and prospects could be materially adversely affected. We operate in a highly competitive environment. Our competition includes all other companies that are in the business of medicinal cannabis. A highly competitive environment could materially adversely affect our business, financial condition, results of operations, cash flows and prospects.

    Industry consolidation may result in increased competition, which could result in a loss of customers or a reduction in revenue. Some of our competitors have made or may make acquisitions or may enter into partnerships or other strategic relationships to offer more comprehensive services than they individually had offered or achieve greater economies of scale. In addition, new entrants not currently considered to be competitors may enter our market through acquisitions, partnerships or strategic relationships. We expect these trends to continue as companies attempt to strengthen or maintain their market positions. The potential entrants may have competitive advantages over us, such as greater name recognition, longer operating histories, more varied services and larger marketing budgets, as well as greater financial, technical and other resources. The companies resulting from combinations or that expand or vertically integrate their business to include the market that we address may create more compelling service offerings and may offer greater pricing flexibility than we can or may engage in business practices that make it more difficult for us to compete effectively, including on the basis of price, sales and marketing programs, technology or service functionality. These pressures could result in a substantial loss of our customers or a reduction in our revenue.

    Breaches of our cybersecurity systems could degrade our ability to conduct our business operations and deliver products and services to our customers, delay our ability to recognize revenue, compromise the integrity of our software products, result in significant data losses and the theft of our intellectual property, damage our reputation, expose us to liability to third parties and require us to incur significant additional costs to maintain the security of our networks and data. We depend upon our IT systems to conduct virtually all of our business operations, ranging from our internal operations and product development activities to our marketing and sales efforts and communications with our customers and business partners. Computer programmers may attempt to penetrate our network security, or that of our website, and misappropriate our proprietary information or cause interruptions of our service. Because the techniques used by such computer programmers to access or sabotage networks change frequently and may not be recognized until launched against a target, we may be unable to anticipate these techniques. In addition, sophisticated hardware and operating system software and applications that we produce or procure from third parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the system. We have also outsourced a number of our business functions to third-party contractors, including our manufacturers and logistics providers, and our business operations also depend, in part, on the success of our contractors’ own cybersecurity measures. Additionally, we depend upon our employees to appropriately handle confidential data and deploy our IT resources in safe and secure fashion that does not expose our network systems to security breaches and the loss of data. Accordingly, if our cybersecurity systems and those of our contractors fail to protect against unauthorized access, sophisticated cyberattacks and the mishandling of data by our employees and contractors, our ability to conduct our business effectively could be damaged.

    Risks Related to Management and Personnel

    We are highly dependent on the Services of our founder Mark Hadfield. Our future business and results of operations depend in significant part upon the continued contributions Mr. Mark Hadfield, CEO and Director. If we lose his services or if he fails to perform in his current position, or if we are not able to attract and retain skilled employees in addition to Mr. Hadfield, this could adversely affect the development of our business plan and harm our business. In addition, the loss of any other member of the board of directors or executive officers could harm the Company's business, financial condition, cash flow and results of operations.

    The failure to attract and retain key employees could hurt our business, and our management does not have extensive experience in the operation of businesses such as ours. Our success also depends upon our ability to attract and retain numerous highly qualified employees. Although the Company’s current management team has extensive business background, their experience is in industries unrelated to our business. Our failure to attract and retain skilled management and employees may prevent or delay us from pursuing certain opportunities. If we fail to successfully fill many management roles, fail to fully integrate new members of our management team, lose the services of key personnel, or fail to attract additional qualified personnel, it will be significantly more difficult for us to achieve our growth strategies and success.

    Risks Related to the Securities

    The Series A Preferred Stock will not be freely tradable until one year from the initial purchase date. Although the Series A Preferred Stock may be tradeable 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 Series A Preferred Stock. Because the Series A Preferred Stock have not been registered under the Securities Act or under the securities laws of any state or non-United States jurisdiction, the Series A Preferred Stock have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the Securities Act or other securities laws will be effected. Limitations on the transfer of the Series A Preferred Stock may also adversely affect the price that you might be able to obtain for the Series A Preferred Stock 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.

    Your ownership of the shares of preferred stock may be subject to dilution. Non-major purchasers of preferred stock do not have preemptive rights. If the Company conducts subsequent offerings of preferred stock or securities convertible into preferred stock, issues shares pursuant to a compensation or distribution reinvestment plan or otherwise issues additional shares, investors who purchase shares in this offering who do not participate in those other stock issuances will experience dilution in their percentage ownership of the Company's outstanding shares. Furthermore, shareholders may experience a dilution in the value of their shares depending on the terms and pricing of any future share issuances (including the shares being sold in this offering) and the value of the Company's assets at the time of issuance.

    The Securities will be equity interests in the Company and will not constitute indebtedness. The Securities will rank junior to all existing and future indebtedness and other non-equity claims on the Company with respect to assets available to satisfy claims on the Company, including in a liquidation of the Company. Additionally, unlike indebtedness, for which principal and interest would customarily be payable on specified due dates, there will be no specified payments of dividends with respect to the Securities and dividends are payable only if, when and as authorized and declared by the Company and depend on, among other matters, the Company's historical and projected results of operations, liquidity, cash flows, capital levels, financial condition, debt service requirements and other cash needs, financing covenants, applicable state law, federal and state regulatory prohibitions and other restrictions and any other factors the Company's board of directors deems relevant at the time. In addition, the terms of the Securities will not limit the amount of debt or other obligations the Company may incur in the future. Accordingly, the Company may incur substantial amounts of additional debt and other obligations that will rank senior to the Securities.

    There can be no assurance that we will ever provide liquidity to Purchasers through either a sale of the Company or a registration of the Securities. There can be no assurance that any form of merger, combination, or sale of the Company will take place, or that any merger, combination, or sale would provide liquidity for Purchasers. Furthermore, we may be unable to register the Securities for resale by Purchasers for legal, commercial, regulatory, market-related or other reasons. In the event that we are unable to effect a registration, Purchasers could be unable to sell their Securities unless an exemption from registration is available.

    The Company does not anticipate paying any cash dividends for the foreseeable future. The Company currently intends to retain future earnings, if any, for the foreseeable future, to repay indebtedness and to support its business. The Company does not intend in the foreseeable future to pay any dividends to holders of its shares of preferred stock.

    Any valuation at this stage is difficult to assess. 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.

    The purchase agreement contains dispute resolution provisions which limit your ability to bring class action lawsuits or seek remedy on a class basis. By purchasing Series A Preferred Stock in this offering, you agree to be bound by the dispute resolution and class action waiver provisions found in Sections 4.11 and 4.12 of the purchase agreement. Those provisions apply to claims regarding this offering. Any debate about the terms of the Series A Preferred Stock will be governed by Delaware corporate law. Under those provisions, disputes under the purchase agreement 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. 

    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.

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


    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 government-issued identification
    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, HelloMD has set a minimum investment amount of US $500.

    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 shares 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 shares in the future?

    Currently there is no market or liquidity for these shares. Right now HelloMD does not plan to list these shares on a national exchange or another secondary market. At some point HelloMD 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 HelloMD either lists their shares 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 HelloMD'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 HelloMD's Form C. The Form C includes important details about HelloMD'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 shares have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, let SeedInvest know by emailing cancellations@seedinvest.com. Please include your name, the company's name, the amount, the investment number, and the date your made your investment.


    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 shares 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 email us at cancellations@seedinvest.com. Please include your name, the company's name, the amount, the investment number, and the date your made your investment.