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Invest in Martenero

Premium mechanical watch brand offering original contemporary designs at accessible price points.

  • $119,383Amount raised
  • $500Minimum
  • $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.

Share:

Martenero 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 Martenero 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

  • $532K in revenue in 2016-2017
  • 66% average gross margin across all sales channels (includes direct-to-consumer, wholesale, and bulk sales)
  • Average Order Value of $433
  • 60-day Net Promoter Score of 86 (99th percentile in the Retailers category), demonstrating a high level of customer satisfaction
  • Widely featured in press including Wall Street Journal, GQ, New York Magazine, The Verge, Newsweek, Esquire, InsideHook, Thrillist, and more.

Fundraise Highlights

  • Total Amount Raised: US $119,383
  • Total Round Size: US $1,050,000
  • Raise Description:  Seed
  • Minimum Investment:  US $500 per investor
  • Security Type:  Crowd Note
  • Valuation Cap:  US $5,000,000
  • Offering Type:   Side by Side Offering

Original and contemporary, but always timeless. We call it ‘Tradition Refreshed’.


The rise of ecommerce has led to the creation of the watch ‘microbrand’ category, which includes a handful of boutique newcomers to the industry. Over the last few years, Martenero has become a well-respected new microbrand, and is now positioned to capitalize on its standing in the industry. Martenero aims to deliver products of significantly higher quality than competitors operating within our price range. All of our designs are done in-house, we have complete control over the customer experience, and we can respond quickly to customer and market demand.

Martenero is already an established microbrand with over $1 million in revenue since inception*. Growing the company to this point has been a diligent process in which each model was selected to appeal to the mainstream while also developing our own unique aesthetic. As opposed to many other microbrands, Martenero has curated its lineup not to focus too heavily on any one niche. Instead, each model takes subtle cues from different genres, resulting in a range of models that appeal to both the broader market and niche enthusiasts. This broader appeal gives Martenero significantly more growth opportunities than brands that have a narrower focus. In addition, Martenero has the opportunity to expand its design catalog into several highly lucrative niche markets.

*The $472,555 in total Sales from 2014 and 2015 has not been reviewed by an independent CPA.

What the Press Is Saying

‘Stylish mechanical watches at bargain prices’ - Wall Street Journal

‘I’m yet to see a nicer mix of textures and finishes at this price point’ - Hodinkee

‘This watch. It’s just so… perfect’ - InsideHook

‘Classically styled watches with a clean and modern look’ - Time & Tide

‘It includes subtle details that make the piece feel much more elegant than a watch in its price range usually does’ - The Verge

‘The Martenero Edgemere, one of the most charming, likable watches we’ve seen in a long time’ - Worn & Wound

What Our Customers Are Saying

“Really stylish, and unique but classic. I love that two sizes are available. Great purchase.” - Kevin R.

“Love these watches so much, I came back for a second one. Outstanding product.” - Clark J.

“Many compliments on my watch! Love it. I send everyone who asks to your site. Many thanks.” - Lee H.

“The Ace is truly a beautifully designed watch, elegant yet exuding sporty durability.” - Hasmig M.

*The individuals or media above were not compensated in exchange for their testimonials. In addition, their testimonials should not be construed as and/or considered investment advice.


Tune in to hear the team pitch at June’s Digital Demo Day on June 14st at 4pm EST. Register here: https://attendee.gotowebinar.com/register/3396236778156168962

Product & Service

Design

Our products are mechanical watches in the entry-level luxury price point. Our watch designs are made unique by the following five core design principles:

1) Originality

Every component of a Martenero watch (aside from the movement) is an original, in-house design. No detail is too minute for consideration, and with each new model we’ve honed our aesthetic and furthered our brand’s expansion into new design territory.

2) Personality

Our watches all have just the right amount of personality and character to stand apart. They stand out through subtle details and unique colorways, always done in a restrained manner. We often refer to this as 'modern' design.

3) Detail

We labor extensively to get every detail just right - design, colors, proportions, textures. This is especially important when the designs are never overly flashy. The end result is a design that looks very balanced harmonious.

4) Restraint

We offer clean designs where every element has a clear role and purpose. We believe in staying true to the origins of watch making–where features are foremost based on pure necessity–and then we execute our vision with balance and our own unique style.

5) Construction

Our goal is for all of our watches to demonstrate high quality, complex construction. Examples include using applied elements, layering, and different finishes and textures. Using these touches allows us to showcase all of the other design tenets to greater effect.

Mechanical

Our core philosophy is rooted in traditional horology, and therefore we’ve opted to exclusively use mechanical movements across all of our models. Martenero watches are a tribute to the tradition of engineering upon which watchmaking was built, and we feel mechanical watches possess a certain type of “soul” that’s absent from battery-powered timepieces.

Direct-To-Consumer

Our model is rooted in the direct-to-consumer (DTC) model. Shopify, the platform upon which Martenero’s web presence is built, offers the technical support necessary to ensure secure transactions and a smooth customer experience at virtually every level of scale.

To date, Martenero has been managed principally by its founder. We expect this will enable operations to continue at low overhead. 

Without the need for in-house manufacturing, logistics, warehousing, fulfillment, or website support & IT, incremental additions to Martenero’s team can be purely strategic and growth-oriented. With just the addition of an expert in the field of DTC marketing, Martenero is poised for growth with respect to sales of both current and future models.

Supply Chain

The process involved numerous in-person visits to manufacturers around the world to identify partners that would accommodate an emerging micro brand principally focused on high quality. Furthermore, these partners were evaluated to ensure that as volume increased, quality would remain consistently high. In addition to its high quality, our primary supplier is one of the largest in the world, meaning that an increase in volume would not pose production issue for the brand.

Martenero has negotiated partnerships with fulfillment providers that can ship a watch to other locations in the world quickly, and at a relatively low rate which helps support the consumer-friendly strategy of free shipping & returns to all customers. Furthermore, customers are offered “premium” shipment options which include guaranteed 2-day delivery domestically, and 5-day delivery internationally. 

Media Mentions

Team Story

John and Matt had been collecting watches for about 5 years before beginning to work on the concept for Martenero in early 2012. They were both watch collectors and enthusiasts, and were always talking about their collections and watch preferences. At some point they started to discuss the idea of starting their own watch brand. At first the discussions were just casual, but over time they became more and more serious. They knew that there were lots of watches available in the market already, but they still thought they could contribute something new and worthwhile to the market. Watches rooted in classic watch design, but with a modern spin and with great attention to detail. Something fresh in an industry that’s been around for hundreds of years.

It took them two years from those initial conversations until the point where Martenero was officially launched. They were fortunate to get some great press and sales early on, which allowed them to continue with the company and continue releasing new designs. The learning curve was steep as neither of them had any prior experience in this industry (John worked in finance, Matt in advertising), but they were able to teach themselves the business and set up all of the necessary infrastructure. Now, after having run the company for four years, they’re ready to build upon the foundation they’ve set up and rapidly scale the business.

Matt has since moved on to be an adviser to the company, while John has been running all company operations for the past few years.

Founders and Officers

John Tarantino

Founder and CEO

John worked for over ten years in the real estate industry, mainly in finance roles but also in development. After deciding he wanted to start something of his own, he began working on Martenero as a side project on nights and weekends. After two years of groundwork, he launched Martenero in early 2014. Shortly thereafter he began working on Martenero full time, and has run Martenero on a full time basis since May 2014. 

John Tarantino

Founder and CEO

John worked for over ten years in the real estate industry, mainly in finance roles but also in development. After deciding he wanted to start something of his own, he began working on Martenero as a side project on nights and weekends. After two years of groundwork, he launched Martenero in early 2014. Shortly thereafter he began working on Martenero full time, and has run Martenero on a full time basis since May 2014. 

Notable Advisors & Investors

Tim Ronan

Investor, Co-Founder of Stanton Road Capital

Nick Orzano

Investor, Co-Founder of Stanton Road Capital

Frank Tarantino

Investor, Financial Consultant

Chris Chen

Investor, CEO of The Simple Broth

Nick Chen

Investor, Consultant at Boston Consulting Group

Q&A with the Founder

  • Please detail your business/revenue model and typical customer profile.

    Our business model is centered around selling watches direct-to-consumer, and it is complemented by selling through other methods such as wholesale, promotional sales, and bulk sales. Most of our customers are male aged 25-44. We believe the majority are college educated and work in business/management, law, and technology. Most live in major urban centers including New York, Los Angeles, San Francisco, and urban areas of Texas. Most of our international customers live in Canada or Australia.

  • Please detail founder/management backgrounds.

    I have run Martenero full time for the past four years. During that time I have had a hand in every aspect of the business including operations, finance, marketing, and design. My background prior to founding Martenero was in the real estate industry. I spent a total of 8 years working in private equity, loan originations, and real estate development.

  • Please detail key operating history and current stage of product/platform development.

    We have been in business for just over four years, having launched in February 2014. We have released six models of mechanical watches in a variety of sizes and colorways (42 SKUs in total). We have several future models already designed, with one of them currently in the prototyping stage.

  • Please detail your manufacturing and distribution strategy, if applicable.

    Manufacturing is done in one factory in Japan, three factories in China, and one factory in the United States. We do final assembly and testing of the watches in Brooklyn, NY, though we are considering reducing the scope of the work done in Brooklyn in order to lower costs. I am also in contact with multiple other factories in Japan and China. I stay in contact with these factories in order to ensure that existing production costs are competitive, and so that the company isn’t adversely impacted if we have any problems with existing suppliers. We currently ship all orders from New York, though we are considering changing our logistics provider in order to save on fulfillment costs.

  • Please detail your customer acquisition and sales strategy.

    Historically we have acquired customers through press and word of mouth. In order to scale the brand, however, we need to transition to a paid acquisition model. This effort is centered around digital marketing, specifically paid social (Facebook/Instagram) and paid search (Google). An additional strategy is affiliate marketing, and we have just signed up with a platform (PepperJam) to facilitate that effort. We also plan on being much more active in using our organic channels, our email newsletter (47,000 subscribers) and Instagram (13,000 followers). Seeking out strategic partnerships and collaborations is another way to grow the brand.

  • 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 $1,050,000

  • Raised to date:
    US $119,383
    US $52,700 (under Reg CF only)

  • Minimum investment:
    US $500

  • Target Minimum:
    US $450,000
  • Key Terms

  • Security Type:
    Crowd Note

  • Conversion discount:
    20.0%

  • Valuation Cap:
    US $5,000,000

  • Interest rate:
    6.0%

  • Note term:
    24 months
  • Additional Terms

  • Closing conditions:
    While Martenero has set an overall target minimum of US $450,000 for the round, Martenero 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 Martenero's Form C.

  • Regulation CF cap:
    While Martenero is offering up to US $1,050,000 worth of securities in its Seed, only up to US $1,050,000 of that amount may be raised through Regulation CF.

  • 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

    Rewards On Investments Over $1,000

    1. $1,000 - 50% off watches purchased in 2018
    2. $2,000 - 1 free watch and 50% off watches purchased in 2018; VIP customer service
    3. $4,000 - 2 free watches and 50% off watches purchased in 2018; VIP customer service

    Rewards On Investments Of $500-$999

    1. 40% off watch purchases in 2018 for investors in the first $200K raised

    2. 30% off watch purchases in 2018 for investors in the next $200K raised (up to $400K raised in total)

    3. 20% off watch purchases in 2018 on all investments thereafter

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

    Financial Discussion

    Operations

    Martenero, Inc. (“the Company”) is a corporation organized under the laws of the State of Delaware. The Company is in the business of watch manufacturing.

    The Company’s ability to continue as a going concern or to achieve management’s objectives may be dependent on the outcome of this offering or management’s other efforts to raise operating capital.

    The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, or services have been rendered, and when the fee for the arrangement is fixed or determinable and collectability is reasonably assured.

    Sales are presented net of sales taxes collected on the Company’s sales. These sales taxes had a balance of approximately $2,414 and $2,468 for fiscal years 2017 and 2016, respectively.

    Loans & Related Party Transactions 

    The Company has a short‐term loan payable $200,000 as of December 31, 2017. This loan has an effective interest rate of 15% and is due on October 31, 2018. As of December 31, 2017, the Company had a $90,000 aggregated, convertible loan with an effective interest rate of 6% and a maturity date set on March 28, 2019. Of this $90,000 amount, $25,000 was contributed by a family member of the founder and CEO. Management is unable to calculate the unamortized discount and the remaining liability period of discount amortization on the convertible debt with reasonable accuracy. After December 31, 2017, this entire convertible loan is expected to convert into stock. 

    This will be converted at the time of a Qualified Financing or an Extraordinary Event. In the event that a Qualified Financing or an Extraordinary Event has not occurred on or prior to the maturity date, the Company, at the Company's sole option, may convert the Outstanding Balance of any or all of the Notes into shares of common stock at a price per share equal to the Conversion Cap on or after the maturity date. “Conversion Cap” means a per share price based on a $5,000,000 valuation of the Fully-Diluted Capitalization of the Company immediately prior to a Qualified Financing, Extraordinary Event, or conversion. “Extraordinary Event” means, (i) the reorganization, consolidation or merger of the Company in which the holders of the Company’s outstanding voting securities pre‐closing of that event do not retain voting securities representing a majority of the voting power of the surviving entity, (ii) the sale, transfer or exclusive license of all or substantially all of the assets of the Company or (iii) the sale of equity by the existing holders of capital stock of the Company the result of which is that more than fifty percent (50%) of the Company's outstanding voting securities immediately following such transaction are owned by persons or entities who were not equity holders of the Company immediately prior to any such transaction. The rights related to the Company’s stock are standard to a corporation.

    Specific information regarding factors such as the equity value, the conversion price, and the number of shares of stock this will be converted into has yet to be determined.

    Loan Fees

    The Company capitalized the amount of expenditures associated with loans and will amortize this over the term of the loan. The Company has a balance of approximately $5,825 and $1,174 to represent the amortization related expense in 2017 and 2016, respectively.

    Capitalization

    The Company capitalizes fixed asset purchases of $1,000 or more.

    Depreciation

    Depreciation was applied only during the last 4 months of 2017, when the computer equipment was put into service. The Company uses straight-line depreciation to depreciate these fixed assets over the useful life of 5 years.

    Due from/to Shareholder

    Due to Shareholder is a payable that represents expenses paid by Founder and CEO, John Tarantino, that are due to be reimbursed to him. The Due from Shareholder Asset is related in the same sense. No formal terms are set.

    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 $28,617 in cash on hand as of Feb 28, 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

    Competition 

    Martenero operates in the ‘microbrand’ category where it is a well-respected player. While there have been a number of recent entrants into this category, We believe Martenero is uniquely positioned to become the premier microbrand in the immediate future and subsequently compete in other areas of the watch market.

    Our competitive set includes brands such as Farer, Baltic, Halios, and Autodromo. Martenero has several competitive advantages against this group:

    • Broad appeal: Unlike most microbrands, Martenero has a relatively broad focus and is not pigeonholed into a specific niche.
    • Industry respect: Martenero is a well respected new brand.
    • Price point: Martenero’s price points are competitive among this group.

    Target Market

    Our target market is males aged 25-34. They are mainly based in the US and tend to live in large coastal cities such as New York, Los Angeles, and San Francisco, as well as urban areas of Texas. The majority are college educated or above, and work in professional fields such as law, business, and technology. Males aged 35-44 make up our second largest customer demographic, and they have similar characteristics to the age 25-34 cohort.

    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 Company’s ability to continue as a going concern or to achieve management’s objectives may be dependent on the outcome of the offering or management’s other efforts to raise operating capital.

    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.

    Debt. Martenero has about $200K of debt coming due in October 2018 and $118K of deferred compensation payable to the CEO (deferred to after the next round of funding). Should they be unable to pay the loan down at its maturity, the Company could become insolvent. Further about 20% of the target raise may go towards debt repayment when the loan is due.

    Related Party Transactions. As of December 31, 2017, the founder John Tarantino has lent Martenero Inc $118,818. Martenero will repay to John Tarantino all or part of this loan through the following mechanisms: 1)2% of the gross amount of capital raised through Martenero’s seed round on SeedInvest shall we distributed to John Tarantino upon funding of the round. 2)After funding, Martenero shall make payments to John Tarantino’s salary and will represent payback of loan principal only (the loan has a 0% coupon). 3) In 2019 and beyond, Martenero will make loan payback payments to John Tarantino only in those months that Martenero is cash flow positive.

    Liens. The Company is a party to loan agreements which are securitized with substantially all of its property. Specifically Martenero has agreed to grant the Secured Party a continuing Lien on and security interest in and to all of its personal property and assets (both tangible and intangible), including, without limitation, the following, whether now owned or hereafter acquired and wherever located: (i) all Receivables; (ii) all Equipments; (iii) all Fixtures; (iv) all General Intangibles; (v) all Inventory; (vi) all Investment Property; (vii) all Deposit Accounts; (viii) all Cash; (ix) all other Goods of Martenero; (x) all IP; and (xi) all Proceeds of each of the foregoing and all accessions to, and replacements for, each of the foregoing.

    Martenero faces competition from other companies in the watch space. Existing companies that engage in the watch space could introduce new or enhance existing products. If Martenero is able to establish a market around its product, it may find that larger, better-funded companies may enter the market, which could negatively impact Martenero’s growth.

    The Company could be harmed if it is unable to meet its cash demands to adequately manage its product inventory. Working capital for retail companies is challenging to manage, and company may struggle to deliver orders in for delivery. They may find it difficult to fund purchase orders if they experience more demand than they are anticipating.

    Martenero’s operations and revenue experience may experience some seasonality in that holiday seasons tend to have busier sales. Quarterly results may vary significantly, and are not necessarily an indication of future performance. The seasonality of company’s revenue and operations could exacerbate fluctuations due to other factors, including costs of expansion, upgrades to systems and infrastructure, or changes in business or macroeconomic conditions.

    The Company may be unable to maintain, promote, and grow its brand through marketing and communications strategies. It may prove difficult for Martenero to dramatically increase the number of customers that they serve or to establish itself as a well-known brand in the watch space. Additionally, the product may be in a market where customers will not have brand loyalty and have fickle consumer tastes or behaviors in the retail space.

    The Company’s expenses will significantly increase as they seek to execute their current business model. Although the Company estimates that it has enough runway until end of year, they will be ramping up cash burn to promote revenue growth, further develop R&D, and fund other Company operations after the raise.

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

    The Company plans to implement new lines of business or offer new products and services within existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove feasible. We may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not achieve market acceptance. As a result, we could lose business, be forced to price products and services on less advantageous terms to retain or attract clients, or be subject to cost increases. As a result, our business, financial condition or results of operations may be adversely affected.

    The Company’s success depends on the experience and skill of its founder, John Tarantino. John is currently the only full-time employee in the company, and has not yet signed an employment contract with the Company. There can be no assurance that he will continue to be employed by the Company for a particular period of time. The loss of John Tarantino or any other key employees could harm the Company’s business, financial condition, cash flow and results of operations.

    Maintaining, extending and expanding the Company’s reputation and brand image are essential to our business success. The Company seeks to maintain, extend, and expand its brand image through marketing investments, including advertising and consumer promotions, and product innovation. Increasing attention on marketing could adversely affect its brand image. It could also lead to stricter regulations and greater scrutiny of marketing practices. Existing or increased legal or regulatory restrictions on its advertising, consumer promotions and marketing, or its response to those restrictions, could limit its efforts to maintain, extend and expand its brands. Moreover, adverse publicity about regulatory or legal action against it could damage the Company’s reputation and brand image, undermine the customers’ confidence and reduce long-term demand for its products, even if the regulatory or legal action is unfounded or not material to its operations.

    In addition, the Company’s success in maintaining, extending, and expanding its brand image depends on its ability to adapt to a rapidly changing media environment. We increasingly rely on social media and online dissemination of advertising campaigns. The growing use of social and digital media increases the speed and extent that information or misinformation and opinions can be shared. Negative posts or comments about the Company, its brands or its products on social or digital media, whether or not valid, could seriously damage its brands and reputation. If the Company does not establish, maintain, extend and expand its brand image, then its product sales, financial condition and results of operations could be adversely affected.

    We must correctly predict, identify, and interpret changes in consumer preferences and demand, offer new products to meet those changes, and respond to competitive innovation. Consumer preferences for our products change continually. Our success depends on our ability to predict, identify, and interpret the tastes and habits of consumers and to offer products that appeal to consumer preferences. If we do not offer products that appeal to consumers, our sales and market share will decrease. We must distinguish between short-term fads, mid-term trends, and long-term changes in consumer preferences. If we do not accurately predict which shifts in consumer preferences will be long-term, or if we fail to introduce new and improved products to satisfy those preferences, our sales could decline. In addition, because of our varied customer base, we must offer an array of products that satisfy the broad spectrum of consumer preferences. If we fail to expand our product offerings successfully across product categories, or if we do not rapidly develop products in faster growing and more profitable categories, demand for our products could decrease, which could materially and adversely affect our product sales, financial condition, and results of operations.

    In addition, achieving growth depends on our successful development, introduction, and marketing of innovative new products and line extensions. Successful innovation depends on our ability to correctly anticipate customer and consumer acceptance, to obtain, protect and maintain necessary intellectual property rights, and to avoid infringing the intellectual property rights of others and failure to do so could compromise our competitive position and adversely impact our business

    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 effected. 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 outstanding accrued 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 100% of the Company’s voting securities. Subject to any fiduciary duties owed to our other owners or investors under Delaware 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.

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


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