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NowRX 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, Overview, Pitch Deck, Gallery, Media Mentions, Team Story, Founders, Employees, Investors/Advisors, Term Sheet, Investor Perks, Prior Rounds, Market Landscape 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 NowRX 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.

Total Addressable Market

$45 Billion

Hours spent annually on pharmacy lines

1 Billion

  • $152K+ in February revenue (launched in January)
  • Selected to participate in the Plug & Play Accelerator (800+ company applicant pool)
  • 1,500+ customers since launch
  • 15% average monthly revenue growth since launch
  • Investors include healthcare IT entrepreneurs/CEOs with $1B+ in aggregate exits
  • Amount raised:  
  • Close date:  
  • Indicated Interest:  
  • Raise Description:  Seed
  • Minimum Investment:  US $500 per investor
  • Security Type:  Crowd Note
  • Valuation Cap:  US $6,000,000
  • Offering Type:   Side by Side Offering

“Goodbye CVS. Goodbye Walgreens. Never again.” - Yelp Review


The founders at NowRx believe that the $225 Billion retail pharmacy industry is a broken model, marked by inefficiencies and negative customer experiences in retail. Americans spend more than 1 billion hours every year waiting in line at the pharmacy, with a median wait time of 45 minutes per trip. Based on the founders' research and experience, there is a lack of sufficient collaboration between large pharmacy chains and physicians.

NowRx is a technology-driven and logistics-enabled, on-demand and vertically integrated pharmacy solution built for today’s busy consumer. With a few taps on a smartphone, prescriptions can be delivered right to the patient’s door. NowRx also enables collaboration between physicians, pharmacists, and patients to potentially affect better medication compliance and better health outcomes (Personalized PharmacySM).

NowRx generates revenue from the sales of prescriptions (for retail pharmaceutical companies, gross margins average 23%.). They plan to challenge the traditional retail pharmacy model with dispensing centers in inexpensive warehouse locations and employed drivers. To minimize delivery expense and driver run time, NowRx plans to establish multiple locations in strategic, patient-dense areas in the future. 

NowRx launched its first location in Mountain View, CA, in January 2016, and plans to reach full utilization with the first 2-3 locations in a single geography before expanding to other geographies. The management believes that Door-to-door, in-person outreach to local, private practice physicians has yielded a scalable growth model.

Pitch Deck

Product & Service

NowRx's Mission is to provide free same day prescription delivery. They offer this service to customers with a few simple steps. Customers can download the NowRx app and complete their profile. Once they have done so, they can instruct their doctors to send their prescriptions directly to NowRx when e-prescribing. Alternatively, customers can scan a paper prescriptions securely through the NowRx app or transfer existing prescriptions.

This allows customers to get medications delivered to their home or office, within the NowRx service area. NowRx also provides reminders to help customers remember to take medications and to process refills, to help promote better health and wellness. In addition, NowRx has a video chat feature which allows customers to speak to a NowRx pharmacist.

Benefits to Customers

  • Save time and avoid lines
  • Same co-pay
  • Same or lower out of pocket cost
  • Medications supplied by leading U.S. distributor
  • Major insurances accepted

Media Mentions

Team Story

NowRx founders met in in 2012 when Cary hired Sumeet as CTO at GenieDB, and worked together for 3.5 years through every life-cycle a startup can go through (product re-write, company pivot, successful funding, lack of funding, layoffs, acquisition process, and wind-down). Based on limited traction, difficulty raising additional funding, and failure of the board to successfully close on an acquisition offer, the decision was made to wind down GenieDB in 2014.

Prior to GenieDB, Cary was founder and CEO of a successful financial tech company, Trafalgar Insurance Services, which he acquired and then led through financial turnaround and ultimately acquisition by a large regional financial services firm, generating 18x return on investment (cash-on-cash).

Since winding down GenieDB, Cary and Sumeet evaluated several business ideas before launching NowRx.

Cary was exposed to pharmacy industry while working at a tech incubator focused on healthcare. NowRx believes there are no compelling reasons to maintain existing brick and mortar pharmacies and the systems that run pharmacy backend are notoriously slow and outdated. NowRx is passionate about creating the pharmacy of the future, and making a pharmacy experience that is convenient, efficient, focuses on customer experience and patient outcome. The long-term play is to improve patient medication adherence through efficient prescription management, delivery, and patient analytics.

Meet the Founders

Cary Breese

CEO and Co-founder

Cary has more than 15 years experience in senior leadership and is a multiple time CEO, with expertise in technology, healthcare and financial services. He is experienced in large Fortune 500 companies as well as small start-up environments. As an analytical thinker who excels at execution, creating organizational focus, and leading teams in a consultative management style, he is a versatile leader skilled in operations, with strong foundations in both engineering and finance. He is an Expert in Lean Startup methodology.

Sumeet Shoekand

CTO and Co-Founder

Technology executive with 19 years of experience. As an entrepreneur at heart, with a record of building solutions from ground up, Sumeet has built teams and led them from vision validation, to product definition, design and delivery. He has wide-ranging technology and framework experience., and is interested in building businesses that will delight customers.

Cary Breese

CEO and Co-founder

Cary has more than 15 years experience in senior leadership and is a multiple time CEO, with expertise in technology, healthcare and financial services. He is experienced in large Fortune 500 companies as well as small start-up environments. As an analytical thinker who excels at execution, creating organizational focus, and leading teams in a consultative management style, he is a versatile leader skilled in operations, with strong foundations in both engineering and finance. He is an Expert in Lean Startup methodology.

Sumeet Shoekand

CTO and Co-Founder

Technology executive with 19 years of experience. As an entrepreneur at heart, with a record of building solutions from ground up, Sumeet has built teams and led them from vision validation, to product definition, design and delivery. He has wide-ranging technology and framework experience., and is interested in building businesses that will delight customers.

Key Team Members

Melissa Bostock

More than 4 years managing pharmacist for Target. PharmD and MS Public Ed.

Notable Advisors & Investors

Barry Karlin

Investor, Founder/CEO @CRC Health (acq. $720M); Founder/CEO @Navigation Tech; PhD Stanford

Sharad Daswani
John Waller

Investor, More than 20 years experience as a successful entrepreneur, investor and exec.

Wayne Woods

Advisor, 23 years as Managing Partner of top quartile performing pharmacy in California.

Jerry Miller

Advisor, Over 37 years experience in Pharmacy Benefit Management. PharmD.

Q&A with the Founder

  • Regarding short term debt, what are the terms (pay down, interest, maturity, future draw down plans)?
    We have a short-term loan from Kabbage: Original principal: $62,100, term 6 months, payable monthly, APR:24%. Balance now $42k.
  • Do you have a current line of credit? What are the terms (capacity, balance, pay down, interest, maturity, future draw down plans, etc.)?
    No.
  • What Accounts Payables do you have and when are they due?
    Based on Jan 2017 balance sheet, there was an Account Payable of $55,718 due payable to Mckesson, our wholesale supplier, due on 2/14/17 (and paid). Typically Mckesson invoices us twice per month, with payment terms of 15 days.
  • I am seeing a ramp up on subcontractor drivers in the last few months, can you describe what is happening?
    Generally, as our business grows, more prescriptions are processed per day, thus, more prescriptions must be delivered. Further variation from month to month arises from the mix between the utilization of employed drivers vs subcontractor drivers - we use a mixture of both. Our employee drivers serve dual roles, sometimes to help us process prescriptions and sometimes to deliver medications, something we manage day to day and month to month. If processing is light, we may use our employee drivers more and subcontractors less. Consequently, given the general trending business growth it is likely to see increased contractor expense, with some variation month-to-month based on the particular demands on the processing side.
  • Regarding payroll, why has pharmacy increased to ~25K and admin to ~15K in 1/17?
    Pharmacy payroll increased with the hire of a new pharmacist technician who started mid-December, having an hourly rate of $27.50. No further additions to the pharmacy team are anticipated until we have achieved 200-300 prescriptions per day, about 3 or 4 times our current volume. Regarding the increase in Admin payroll expenses, Sumeet and I have not been taking salary since Oct, however, in the month of January, Cary received a one-time reimbursement of business expenses to cover a multitude of business expenses throughout the entire year 2016, totally $9,800.
  • 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 descriptionSeedSeed
    Round sizeUS $2,000,000US $2,000,000
    Amount raisedUS $479,000US $119,400
    Minimum investment$20,000US $500
    Target minimumUS $200,000US $200,000
    Security typeCrowd NoteCrowd Note
    Conversion discount20.0%20.0%
    Valuation capUS $6,000,000US $6,000,000
    Interest rate5.0%5.0%
    Closing AmountThe 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 $200,000 under the Combined Offerings (the “Closing Amount”) by June 2, 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 $200,000 under the Combined Offerings (the “Closing Amount”) by June 2, 2017, no securities will be sold in this offering, investment commitments will be cancelled, and committed funds will be returned.

    Prior Rounds

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


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

    Pre-Seed

  • Round Size
    US $1,045,000
  • Close Date
    Mar 26, 2016
  • Security Type
    Convertible Note
  • Valuation Cap
    US $6,000,000
  • Financial Discussion

    Our financial statements can be found in Exhibit B to the Form C of which this Offering Memorandum forms a part. The financial statements were reviewed by Artesian CPA, LLC.

    Financial Condition

    The following discussion includes information based on our unaudited operating data for 2017 and is subject to change once we complete our fiscal year, prepare our consolidated financial statements and our accountant completes a financial review of those statements.

    Results of Operations

    The company’s net revenues for the year ended December 31, 2016 were $700,551, an increase from $0 in 2015. Net revenues consist of all sales, less discounts and returns. The company’s revenues were primarily derived from the sale and home delivery of prescription medications.The primary driver of changes from the year ending December 31, 2015 was the company’s commencement of sales operations.

    Cost of goods primarily consists of prescription medications. Delivery costs of $85,825 in 2016 are included in General and administrative expenses. Research and development costs are expensed and separately stated under operating expenses. Cost of goods sold in 2016 was $572,549, an increase from $0 in 2014, due to the company’s commencement of operations in 2016. Gross profit (revenues less the cost of producing those revenues) in 2016 was $128,002. Gross margins in 2016 were 18%.

    The company’s operating expenses consist of general and administrative, sales and marketing, depreciation, and research and development. Operating expenses in 2016 amounted to $711,203, a 187% increase from $247,240 in 2015. The primary components of this decrease were due to:

    • A 233% increase in general and administrative costs to $655,353, reflecting [x]
    • A 496% increase in sales and marketing costs to $49,405, reflecting [x]
    • A 250% increase in depreciation expense to $5,053, reflecting additional assets which were acquired during 2016, and partial period depreciation for the assets acquired throughout 2015.
    • A 96.6% reduction in research and development costs, reflecting the completion of the company’s software
    • As a result of the foregoing factors, the company’s net loss from operations was $583,201 in 2016, a 136% increase from losses of $247,240 in 2015.

    Other expenses consist interest expense, which amounted to $237 in 2016, an increase from $0 in 2015. This expense originates from short-term debt notes issued by the company in 2016.

    As a result of the foregoing factors, the company’s net loss for 2016 was $583,438 in 2016, a 136% increase from losses of $247,240 in 2015.

    Since the end of the period covered by the financial statements, our revenues have increased because of continued growth in prescription volume. Our expenses increased less than our revenues, because we were able to handle the increased prescription volume with the existing team.

    Liquidity and Capital Resources; Future Trends

    To date, the company has not made any profits and is still a “development stage company.” While some financial resources have come from sales, sales only provide a fraction of the money needed to operate the company, and profits are not likely for some time. The company has recorded losses from the time of inception in the total amount of $830,678.

    The company was initially capitalized by loans from the issuance of notes. The principal amount of notes outstanding as of December 31, 2016 was $1,117,500. The company had cash on hand in the amount of $159,519 at December 31, 2016.

    The company has not committed to make any capital expenditures. The company maintains inventory used in the normal course of business, and had $96,444 and $86,993 of inventory on hand as of December 31, 2016 and 2015.

    The company had approximately $159,519 cash on hand as of December 31, 2016. Currently, we estimate our burn rate (net cash out) to be on average $35,000 per month.

    Indebtedness

    On December 21, 2016, the Company entered into an inventory financing arrangement of $62,100 with Kabbage, an inventory financier. The loan is secured by all assets of the Company, bears an interest rate of 24.04% per annum, and is payable over six months, with expected average monthly payments of approximately $11,075, for a total repayment of $66,447. As of December 31, 2016, the outstanding loan balance was $62,100.

    On December 21, 2016, the Company entered into promissory notes totaling $70,000 with five individuals. All notes bear 12% interest, mature on April 30, 2017, and are due in full with accrued interest at maturity. These notes are collateralized by receivables, cash accounts, inventories, and all related proceeds. The notes are immediately callable in the event of (a) an equity financing of at least $1 million, or (b) insolvency or bankruptcy proceedings. As of December 31, 2016, principal of $70,000 and accrued interest of $237 were outstanding.

    On December 19, 2016 and in February 2017, the Company entered into a KISS agreement (Keep it Simple Security) with third parties for $50,000 and $30,000, respectively. Details on these notes can be found below under Recent Offerings of Securities.

    Recent Offerings of Securities

    We have made the following issuances of securities within the last three years:

    ● Between July 2015 and November 2016, we sold SAFE notes to investors including Cary Breese and Sumeet Sheokand, in reliance on Section 4(a)(2) of the Securities Act, for consideration of $1,045,000. The proceeds of this offering were used for general business purposes.

    ● Between December 2016 and February 2017, we issued KISS notes in reliance on Regulation D under the Securities Act, for consideration of $80,000. The proceeds of this offering were used for general business purposes.

    Valuation

    The company determined the valuation cap, discount, and interest rate of the Crowd Notes in this offering internally based on its own assessment of the company's current and future value, as well as relative risk for investors investing in similarly situated companies. The Crowd Notes may convert to equity securities of the company in the future if the company engages in future equity financings. At that time, the valuation of the company will be determined through negotiations with prospective investors. Those prospective investors may determine the value of the company through one or multiple methods which include:

    Liquidation Value — The amount for which the assets of the company can be sold, minus the liabilities owed ;

    Book Value — This is based on analysis of the company’s financial statements, usually looking at the company’s balance sheet; and

    Earnings Approach — This is based on what the prospective investor will pay (the present value) for what the prospective investor expects to obtain in the future.

    Market Landscape

    NowRx believes that its Total Addressable Market (TAM), from a top-down approach, is approximately $45 Billion. It reaches that conclusion by noting that the Retail Pharmacy market is approximately $225 Billion, of which approximately $153 Billion can be attributed to individuals 64 and under.  Further, they believe that 30% of the total market  are convenience shoppers. NowRx considers the intersection of convenience shoppers and  "tech-savvy" shoppers--that is, those under 64--make up their primary market.

    Further, NowRx believes that its TAM, from a bottom-up approach, is approximately $5.4 Million for each NowRx location. This estimate assumes similar demographics and  density and 25% TAM is readily addressable in first 5 years. It is also based on the $120 Million annual retail pharmacy spend in a 5-mile radius around the NowRx Mountain View Location. They use the same calculations ($84 Million dollars attributable to 64 and under individuals and $22 Million attributable to time-constrained, convenience shoppers) to arrive at that estimate.

    The management team believes that NowRx is advantaged over other startup competitors through: 1) focus on precision delivery windows (1-hour), 2) a capital efficient model for scaling through the building of new pharmacy locations inside warehouse space, and 3) a management team with experience running businesses and in another heavily regulated industry, insurance.

    Competitive Landscape

    1. Retail Pharmacy Startups: NimbleRx, ScriptDash, & Capsule - Other competitors in the retail space have built their businesses by acquiring traditional pharmacies and added delivery.  NowRx built a pharmacy "from scratch" inside a warehouse. The goal is to optimize for an on-demand customer experience, from top to bottom. The NowRx solution seeks to replace the traditional pharmacy model. Furthermore, NowRx is focused on a detailed company brand formula designed to establish a customer-oriented experience.  
    2. Mail-Order Startups: Pillpack, Nurx, The Pillclub, Phil -  NowRx believes that mail-order pharmacy is an incomplete solution: Acute, refrigerated (antibiotics, insulin, etc.) and controlled medications (schedule II narcotics, psychotropics, etc.) may not be adequately addressed through the mail with 3-4 day delivery delay.  As such, this may leave some customers having to maintain two or more separate pharmacy solutions: one for regular monthly refills and one for acute, same-day fill, new prescriptions, or one-time prescriptions, leaving these customers vulnerable to churn/lapse.  The founders at NowRx believe that their solution is better suited for handling acute, same-day fill or one-time prescriptions, in addition to being adept at handling monthly refills. 
    3. Big Chain Pharmacies: Walgreens, CVS, RiteAid, etc. -  This segment competes primarily based on brand power and geographical coverage. Their existing model is dependent on in-store customer foot traffic to drive sales of other products beyond prescriptions (i.e., OTC). The founders at NowRx believe that big chain pharmacies might resist adopting this new on-demand model as it will keep customers out of the store, hampering the justification for their investments in expensive retail space.  If big chain pharmacies lose business to on-demand startups, NowRx believes they may shut down stores that have dipped below profitability due to loss of foot traffic and the associated OTC sales.  If this were the case, and more and more chain stores are shut down, customer files could be transferred to other nearby locations, increasing workload and further degrading customer service, thus creating a vicious cycle.  
    4. Tech Companies: Amazon, Google, etc. - NowRx believes that the regulatory complexities associated with pharma might delay entrance from these players, but that they will eventually enter the market. They believe, however, that there is a window of opportunity before  the entrance of tech companies, and that the entrance of a large tech competitor might be beneficial, putting pressure on large chains that could catalyze a build/buy decision for a competing platform.  
    5. Logistics Companies: Uber, Postmates, DoorDash, Curbside, etc. - As third party platforms for fleets of independent couriers/drivers, it may be difficult to effectively meet requirement of specialized training, chain of custody, and legal liability that represent best practices in prescription delivery.  This is particularly true for narcotics and other Schedule II drugs.  There have been several partnerships announced in this area, although currently these arrangements address OTC products, and do not apply to prescription medications.

    Legal Disclaimer: The above statements represent management opinion and are meant for illustrative purposes. They do not represent the scope of competition in the marketplace, nor do they represent guarantees of future results, levels of activity, performance, or achievements.

    Risks and Disclosures

    We are a new company competing in a large industry. As a venture capital backed start-up, there exists substantial risk of not being able to raise sufficient funding to support continued operations and scale. Entrances of a large, well-funded competitor with strong brand recognition could also be a significant risk.

    Healthcare is risky business. Dramatic changes in healthcare regulations could present a substantial risk to our business and our cost of operations. Also, our business faces the same risks that an online retail business, a delivery service, and a traditional pharmacy each face, along with new risks that are unique to that combination.

    The auditor has issued included a “going concern” note in the reviewed financials. We may not have enough funds to sustain the business until it becomes profitable. Even if we raise funds through a crowdfunding round, we may not accurately anticipate how quickly we may use the funds and if it is sufficient to bring the business to profitability.

    We operate in a business that is highly regulated and subject to liability concerns. Compliance with regulatory requirements and changes in regulations could result in expenses and in diversion of management attention to the operations of the business. Additionally, the delivery of prescription medications presents the possibility of liability for or incorrectly filled or delivered medications.

    We are selling convertible notes that will convert into shares or result in payment in limited circumstances, and in certain circumstances only at the option of the company. These notes do not have a maturity date and only convert or result in payment in limited circumstances.  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 two times their purchase price or the amount of preferred shares they would have been able to purchase using the valuation cap.  If there is a qualified equity financing (and only a financing using preferred shares will count for this purpose), the conversion price will be set for conversion into non-voting shares of a to-be-determined class of preferred stock. Only major investors will have their notes converted at this time; notes held by non-major investors will only convert at the sole discretion of the company or in the event of subsequent corporate transaction. Further, the notes convert at a discount of 20%, or based on a valuation cap meaning investors would be rewarded for taking on early risk compared to later investors. But you won’t know how much your investment is worth until that happens. The outside investors at the time of conversion, if any, might value the company at an amount well below the $6 million valuation cap, so you should not view the $6 million as being an indication of the company’s value. Further, the interest on the notes is accrued interest, therefore you will not receive interest payments on these notes.  If you choose to invest, you should be prepared that your notes will never convert and will have no value. 

    It is unclear how the Crowd Note would be interpreted by a court if we were forced into litigation. We are using Crowd Notes in this offering. Crowd Notes are designed to offer equity in the company at a future date when specified conditions occur and Crowd Notes for certain investors only convert at the sole discretion of the company. It is unclear how a court or arbitrator would interpret the provisions of the Crowd Note. Should we be forced to litigate the terms of the Crowd Note, it is possible that a court would not interpret the note as we do, thereby impacting the terms of the investment and possibly providing greater rights to some investors and lesser rights to others.

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

    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 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.  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. Investors who are considered non-major investors under the terms of the notes offered will receive shares of a Shadow Series with certain limited rights. Shadow Series shareholders may receive a different liquidation preference, may not have voting rights, and will receive quarterly business updates by the company but may be limited in other information and inspection rights.

    You can’t easily resell the securities. There are restrictions on how you can resell your securities for the next year. More importantly, there is no market for these securities, and there might never be one. It’s unlikely that the company will ever go public or get acquired by a bigger company. That means the money you paid for these securities could be tied up for a long time. 

    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.

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


    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.


    What is a Crowd Note?

    The Crowd Note is a security which allows crowd investors to largely realize the same economic benefit traditional investors have historically received when investing in startups. For a convertible note round, investors under $20,000 will have their investment convert into preferred equity at liquidity event, locking in a share price at a discount to the next priced round, and will have an interest rate on their investment. Investors investing $20,000 and over will convert into preferred equity at the subsequent priced round at a discount to that priced round and will have an interest rate on their investment. For a priced round, investors under $20,000 will have their investment convert into preferred equity at a liquidity event, locking in the share price of the current round.


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