accessibilityaccreditedactiveactivityaimalarmalign-bottomalign-center-horizontalalign-center-verticalalign-leftalign-rightalign-topanchorangelannoyedapplearchivearrow-downarrow-leftarrow-rightarrow-uparticleat-signawardbalanceballoonbandaidbarcodebellbicyclebinocularsblindboatbook-closedbookbookmarkbookmark-newbookmarkedbooksbottlebriefcasebrushbugbullhornbuscabinetcakecalendarcameracarcashcertificatechalkchart-barschart-linechart-piechatcheckmarkchevron-downchevron-leftchevron-rightchevron-upcircle-arrow-downcircle-arrow-leftcircle-arrow-rightcircle-arrow-upcircle-backwardcircle-checkmarkcircle-chevron-downcircle-chevron-leftcircle-chevron-rightcircle-chevron-upcircle-crosscircle-ejectcircle-exclamationcircle-facebookcircle-firstcircle-forwardcircle-googlepluscircle-gustcircle-lastcircle-linkedincircle-minuscircle-nextcircle-pausecircle-play-thincircle-playcircle-pluscircle-previouscircle-questioncircle-stopcircle-twittercircleclipboard-checkclipboardclockcloud-databasecloud-downloadcloud-fogcloud-gearcloud-lightningcloud-lockcloud-raincloud-snowcloud-synccloud-uploadcloudcocktail-glasscodecombinecomment-fillcommentcommentscompassconfusedconnectconstruction-coneconstructioncontactscoolcopycredit-cardcropcrosscrowncubedatabasedeletedesigndesktopdiamonddicedinnerdisconnectdocumentdownloaddrawerdreamdropletdumbbellearthediteggellipsisenter-downenter-leftenter-rightenter-upenterenvelopeevilexcludeexit-downexit-leftexit-rightexit-upexitexpandeye-droppereyefacebookfactoryfeatherfile-audiofile-codefile-imagefile-videofile-zipfilefilm-playfindfirefirst-aidflagflip-horizontalflip-verticalfloppy-diskfolderfootprintframefunnelgamepadgasgeargiftglassglassesgoogleplusgraduationgrin-evilgringroupgungusthamburgerhammerhappy-grinhappyheadsetheart-fillhearthistoryhomeiconsinboxintersectipadiphonekeykeyboardkeyholeknifelablamplaptopleafleave-downleave-leftleave-rightleave-uplibrarylifebuoylighterlightning-boltlinklinkedinlistlocationlocklotusmadmagicmagnetmalletmanmapmedalmeet-downmeet-leftmeet-rightmeet-upmic-mutemicminusmoonmousemovemusic-notemusicmustachemutenavigationneutralnewsoptionsoutletpaint-rollerpaintbrushpairpaper-planepaperclippaperspastepatchpawpenpencilphonephotopicturepinpine-treeplaneplayplaylistplug-cordpluspodiumpowerpresentationprinterprofilepulsepuzzlequestionquote-closequote-openradiorank1rank2rank3receptionrecycleredorefreshregisterreply-allreplyroad-signrocketrulersadscissorsscreensearchshareshieldshipshirtshockedshrinkshufflesignalsitemapskullsmartphonesmilespeed-fastspeed-mediumspeed-slowspell-checksquaresubtractsunsyncsyringetabtablettagtagstargetteacupterminalthumbs-downthumbs-uptickettilestimertoilet-papertonguetoolstrailertraintransmissiontrashtreetrophytrucktvtwitterumbrellaundounlinkunlockuploaduserusersvolume-highvolume-lowvolume-mediumvolumewarningwheelchairwifiwinkwomanwonderingwrenchzoom-inzoom-outemailcompleteidentity-verificationinvestor-educationpayment-method

NowRx

Digital health platform that provides same day pharmacy delivery and telehealth services using proprietary software and robotics

  • $7,764,178Amount Reserved
  • $10.85Share Price
  • $275,000,000Pre-Money valuation

By making a reservation, you are requesting a spot to invest in NowRx's upcoming offering. A reservation is non-binding and you may change the amount at any time.

Website: https://nowrx.com/

Share:

NowRx is accepting reservations for an Offering under Tier II of Regulation A. No money or other consideration is being solicited, and if sent in response, it will not be accepted. No sales of securities will be made or commitment to purchase accepted until qualification of the offering statement by the Securities and Exchange Commission (the "Commission") and approval of any other required government or regulatory agency. A reservation is non-binding and involves no obligation or commitment of any kind. No offer to buy securities can be accepted and no part of the purchase price can be received without an Offering Statement that has been qualified by the Commission. A copy of the Preliminary Offering Circular that forms a part of the Offering Statement may be obtained both here and below.


Company Highlights

  • Generated over $13.4M in revenue in 2020, a near 90% YoY increase from 2019; achieved $9.79M in H1 2021 revenue, a 70% YoY increase (2021 figures unaudited, preliminary, and subject to change)
  • In the last 12 months, the company expanded from two (2) territories to five (5), throughout Northern California, Southern California, and Phoenix, Arizona
  • More than 35K customers and 365K prescriptions delivered, across five (5) territories and eight (8) micro-fulfillment locations
  • Recently launched NowRx Telehealth, targeting the $61B global Telehealth market; the company's Quickfill auto coupon saved customers more than $2.8M in 2020
  • Successfully raised four previous funding rounds on SeedInvest; its last oversubscribed $20M Series B is SeedInvest's largest raise to date

Fundraise Highlights

  • Total Round Size: US $73,529,408
  • Raise Description:  Series C
  • Minimum Investment:  US $998 per investor
  • Security Type:  Preferred Equity
  • Pre-Money valuation :  US $275,000,000
  • Target Minimum Raise Amount:  US $2,500,000

NowRx is rebuilding healthcare, making it – accessible, convenient, and affordable for all. With same day pharmacy delivery and telehealth services, NowRx offers patients an end-to-end solution for getting medications they need, when they need them!


NowRx is redefining healthcare by providing patients with an accessible, convenient, and affordable platform that provides same day pharmacy delivery and telehealth services.

Leveraging a comprehensive array of technology including customized robotic dispensing, industry leading consumer and driver apps, and QuickFill – a proprietary pharmacy management and logistics system, NowRx offers customers several key benefits including:

  • Free Same Day Prescription Delivery
  • Online Prescribing for Various Conditions
  • Automatic Discount Search & Application
  • Insurance Approval & Payment Assistance
  • Increased Dispensing Speed & Reduced Error Rates
  • 5 Star Live Customer Service

To date, NowRx has 8 DEA licensed micro fulfillment pharmacies spread across the San Francisco Bay Area, Orange County, Los Angeles, and Phoenix with more than 35K customers and 365K prescriptions successfully delivered to date.

Additionally, at the time of writing, every single NowRx location boasts a 5-star review rating on Yelp from patients and doctors.

Product & Service

NowRx ModelNowRx is providing healthcare the way it should be – accessible, convenient, and affordable for all. NowRx offers FREE same-day pharmacy delivery and telehealth services for a variety of conditions. Expedited 1 hour delivery is also offered for a $5 charge.

All pharmacy services are provided from efficient, automated, DEA licensed micro fulfillment centers that utilize proprietary pharmacy technology and advanced end-to-end robotic dispensing, which we believe minimizes overhead and reduces the cost of dispensing as compared to industry averages.

All telehealth services are provided completely digitally through the NowRx Telehealth app with assistance from the NowRx partner doctor network and no overhead expense to NowRx.

For Patients & Physicians: NowRx offers pharmacy and telehealth services to patients through the suite of NowRx apps, the NowRx website, text, telephone, or through virtual assistants such as Google Home.

Physicians can send new prescriptions to NowRx using their existing process – electronic prescribing, fax, or written Rx.

Current services offered by NowRx include:

- Filling new prescriptions or refills through NowRx

- Free Same Day Prescription Delivery

- Online Prescribing for Various Conditions

- Drug Discount Search & Application

- Streamlined Insurance Approval & Payment Assistance

- Pharmacist & Physician Consultations

- Live support for pharmacy &  related questions

How NowRx Makes Money: NowRx generates revenue like any other option for pharmacy or physician care – insurance reimbursement, patient copays, or “cash pay”. This revenue model has been used successfully by the largest hospital and pharmacy groups for more than 50 years.

Competitive Advantage: NowRx has three (3) main competitive advantages: proprietary pharmacy software and robotics, efficient micro fulfillment pharmacies, and a digital-based service model.

  • Proprietary Pharmacy Software & Robotics: NowRx’s proprietary pharmacy software “QuickFill” makes it possible to improve efficiency and reduce the cost of filling each prescription by streamlining a number of pharmacy tasks including insurance processing and error management, purchasing and inventory management, discount coupon application, and refill processing.  NowRx’s Parata robot, and its seamless integration with QuickFill, automates the filling of prescription counting, labeling, bottling, and capping each prescription in under 30 seconds while minimizing dispensing errors caused by manual counting.
  • Low-Cost Micro Fulfillment Pharmacies: Utilizing efficient micro fulfillment pharmacies to dispense and deliver prescriptions provides NowRx with what we believe is significant cost savings each month: while traditionally pharmacies need to pay for a prime retail storefront in a convenient location to maximize walk-in traffic and convenience to customers – NowRx does not. Since NowRx delivers, we instead look for low-cost space near major roads which minimizes our rent overhead at each location.
  • Digital Based Service Model: In addition to typically paying less per square foot, the NowRx model generally requires less total square footage for each pharmacy location due to the digital-based service model which does not require consumers to come into stores. Moreover, the NowRx Telehealth offering does not require ANY rent overhead since partner doctors are able to work out of their existing practices. We believe both these features provide meaningful cost savings relative to traditional pharmacy model alternatives.

All these factors combined provide what we believe is a competitive advantage for NowRx over both traditional AND next-gen competitors which we believe translates into more convenient, accessible, and affordable care for patients.


Media Mentions

Team Story

One day in early 2015, Cary Breese left his doctor's office with a prescription in hand and drove across town to his local pharmacy where he found himself waiting in three separate lines: the first to drop off the prescription, the second to pay (after a 20 minute wait for the medication to be counted out by hand!), and the third to speak to the pharmacist. Cary found himself thinking: in a new world of on-demand where you can order a car to pick you up within a few minutes, or have practically any retail product delivered to your doorstep, how can it be that the status quo for picking up medications requires you to drive to a pharmacy, stand in multiple lines, and often wait for 20-30 minutes or more for your prescription to be prepared?

Cary immediately called his friend and former work colleague, Sumeet Sheokand, a technical wizard. Together they researched the industry and surrounded themselves with industry experts. Cary and Sumeet jumped in and NowRx was born. 

Six years later NowRx has 8 licensed facilities spread across Northern California, Southern California and Arizona, and has delivered more than 365,000+ prescriptions to 35,000+ customers.

NowRx is now expanding nationwide, targeting 30 new territories across the US.

Founders and Officers

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.

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.

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

Head of Pharmacy

Laemsing Root

Pharmacist-in-Charge

Notable Advisors & Investors

Ulu Ventures

Investor, VC

Decathlon Caplital
Checkmate Capital
Terry Cater

Advisor, Pharmacy Advisory

Jerry Miller

Advisor, Over 37 years experience in Pharmacy Benefit Management.

Barry Karlin

Advisor, Board Member

Term Sheet

Fundraising Description

  • Round type:
    Series C

  • Round size:
    US $73,529,408

  • Minimum investment:
    US $998

  • Target Minimum:
    US $2,500,000
  • Key Terms

  • Security Type:
    Preferred Equity

  • Share price:
    US $10.85

  • Pre-Money valuation:
    US $275,000,000
  • Additional Terms

  • Closing Conditions

    SI Securities, LLC has the authority to prevent a closing from occurring if it determines, in its sole discretion, that this investment is no longer suitable at the time of the closing, which includes, but is not limited to, the Company raising at least US $2,500,000 in connection to the current round.


  • Use of Proceeds

    Investor Perks

    At stepped investment levels, the company plans to offer investment packages that provide various incentives. 


    Returning Investor Bonus Perk: Investors who previously invested in our prior rounds on SeedInvest and subsequently invest in our current Series C, will have all of their investment amounts combined to determine the applicable tier level. For example: If you previously invested $10K before and you now invest an additional $15K in this round, you will be eligible for the $25K perk.


    The company plans to offer the following benefits at various levels of investment:

    Reservation Bonus Perks:

    Tier 1: Investors who reserve $1,000 or more, and purchase their reserved shares within three weeks of SEC qualification will receive automatic entry into California Vacation Package Drawing – Two investors will be selected in a random drawing to win a 2-night stay in California, tour a NowRx pharmacy facility, and attend the NowRx Series C celebration dinner with CEO Cary Breese. All travel expenses paid for by NowRx.  Additionally, all Tier 1 investors will receive a quarterly investor update email from the CEO.

    Tier 2: Investors who reserve $5,000 or more, and purchase their reserved shares within three weeks of SEC qualification will receive Tier 1 reservation bonus perks plus an Exclusive NowRx Hoodie - 100% cotton "hoodie-style" sweatshirt with NowRx logo, a "Yeti Rambler Mug" with NowRx logo, and get to participate in annual group investor call with the CEO.

    Tier 3:  Investors who reserve  $10,000 or more, and purchase their reserved shares within three weeks of SEC qualification will receive Tier 2 reservation perks plus participation in a yearly group video chat session with the CEO and a Lucite stock certificate display showing the number of shares owned and NowRx logo ("tombstone").

    Tier 4:  Investors who reserve $25,000 or more, and purchase their reserved shares within three weeks of SEC qualification will receive Tier 3 reservation perks plus participation in a yearly one-on-one video chat session with the CEO and are invited to attend a group leadership dinner in California.

    Tier 5:  Investors who reserve $50,000 or more, and purchase their reserved shares within three weeks of SEC qualification will receive Tier 4 reservation perks plus participation in a quarterly group investor call with the CEO and are invited to a one-time private tour of a NowRx facility with the CEO.

    Tier 6: Investors who reserve $100,000 or more, and purchase their reserved shares within three weeks of SEC qualification will receive Tier 5 reservation perks plus participation in a one-on-one video chat session with the CEO and are invited to an annual private leadership dinner in California and a tour of a NowRx facility with the CEO.


    Live Perks:

    Tier 1: Investors who invest $5,000 or more will receive a quarterly investor update email from the CEO.

    Tier 2: Investors who invest $10,000 or more will receive Tier 1 reservation bonus perks plus a "Yeti Rambler Mug" with NowRx logo and get to participate in annual group investor call with the CEO.

    Tier 3: Investors who invest $25,000 or more will receive Tier 2 reservation perks plus participation in a yearly group video chat session with the CEO and a Lucite stock certificate display showing the number of shares owned and NowRx logo ("tombstone")

    Tier 4: Investors who invest $50,000 or more will receive Tier 3 reservation perks plus participation in a yearly one-on-one video chat session with the CEO and are invited to attend a group leadership dinner in California.

    Tier 5: Investors who invest $100,000 or more will receive Tier 4 reservation perks plus participation in a quarterly group investor call with the CEO and are invited to a one-time private tour of a NowRx facility with the CEO.

    Tier 6: Investors who invest $250,000 or more will receive Tier 5 reservation perks plus participation in a one-on-one video chat session with the CEO and are invited to an annual private leadership dinner in California and a tour of a NowRx facility with the CEO.

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

    Please note that due to share price calculations, some final investment amounts may be rounded down to the nearest whole share - these will still qualify for the designated perk tier. Additionally, investors must complete the online process and receive an initial email confirmation by the deadline stated above in order to be eligible for perks.

    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.

    Seed

  • Round Size
    US $1,345,000
  • Closed Date
    Mar 23, 2018
  • Security Type
    Convertible Note
  • Valuation Cap
    US $10,000,000
  • Pre-Seed

  • Round Size
    US $2,200,000
  • Closed Date
    Jun 2, 2017
  • Security Type
    Convertible Note
  • Valuation Cap
    US $6,000,000
  • Series A

  • Round Size
    US $6,796,700
  • Closed Date
    Aug 31, 2018
  • Security Type
    Preferred Equity
  • Pre-Money valuation
    US $20,000,000
  • Series B

  • Round Size
    US $21,500,000
  • Closed Date
    Jun 17, 2020
  • Security Type
    Preferred Equity
  • Pre-Money valuation
    US $65,000,000
  • Market Landscape

    Pharmacy Market is INCREASING by $17 billion per year.  Telehealth is an additional $61 billion annually.


    Traditional Pharmacy Model: In-Store Pickup or Mail Delivery

    The large players in the industry are currently committed financially to a business model that is fundamentally dependent on customers coming into stores to pick up their prescriptions and then buying additional items such as over-the-counter drugs and sundries. In 2017, there were approximately 63,500 traditional pharmacies that dispensed 5.8 billion 30-day prescriptions. The traditional pharmacy model with expansive retail space offering other products beyond prescription medications (such as over-the-counter medications and sundries) creates a strong financial incentive for large pharmacy chains to maintain their in-store pickup model for the up-sell opportunity. We believe adopting a free same-day delivery necessarily reduces the up-sell opportunity created by in-store foot traffic and thereby undermines the financial viability of the thousands of brick and mortar locations that are the backbone of the industry (i.e., industry disruption). Furthermore, we believe the reliance on extensive retail infrastructure by the large pharmacy chains and the apparent lack of automation technology, places them at a significant competitive disadvantage in attempting the NowRx free same-day delivery model. In fact, recent attempts at same-day delivery by several industry leaders come with a charge of $8.99 to the customer or $4.99 for next day delivery, a model we believe will be a non-starter for most mainstream pharmacy customers.

    Current Consumer Options:

    Option 1 - Free, 2-5 day Mail Delivery

    • Amazon / Pillpack
    • Express Scripts
    • Caremark
    • OptumRx

    Option 2 - Free, Next Day Delivery (1-2 day) or $8 Same-Day

    • CVS 
    • Walgreens

    Option 3 - Free, Same-Day Delivery / 1 Hour Delivery for $5

    • NowRx
    • Capsule
    • Medly
    • Alto Pharmacy

    Risks and Disclosures

    We could be adversely affected by a decrease in the introduction of new brand name and generic prescription drugs as well as increases in the cost to procure prescription drugs. The profitability of our business depends upon the utilization of prescription drugs. Utilization trends are affected by, among other factors, the introduction of new and successful prescription drugs as well as lower-priced generic alternatives to existing brand name drugs. Inflation in the price of drugs also can adversely affect utilization, particularly given the increased prevalence of high-deductible health insurance plans and related plan design changes. New brand name drugs can result in increased drug utilization and associated sales, while the introduction of lower priced generic alternatives typically results in relatively lower sales, but relatively higher gross profit margins. Accordingly, a decrease in the number or magnitude of significant new brand name drugs or generics successfully introduced, delays in their introduction, or a decrease in the utilization of previously introduced prescription drugs could materially and adversely affect our results of operations.

    In addition, if we experience an increase in the amounts we pay to procure pharmaceutical drugs, including generic drugs, it could have a material adverse effect on our results of operations. Our gross profit margins would be adversely affected to the extent we are not able to offset such cost increases. Any failure to fully offset any such increased prices and costs or to modify our activities to mitigate the impact could have a material adverse effect on our results of operations. Additionally, any future changes in drug prices could significantly differ from our expectations.

    We derive a significant portion of our sales from prescription drug sales reimbursed by a limited number of pharmacy benefit management companies and other third party payors. We derive a significant portion of our sales from prescription drug sales reimbursed through prescription drug plans administered by a limited number of pharmacy benefit management (“PBM”) companies. PBM companies typically administer multiple prescription drug plans that expire at various times and provide for varying reimbursement rates, and often limit coverage to specific drug products on an approved list, known as a formulary, which might not include all of the approved drugs for a particular indication. We cannot assure you that we will continue to participate in any particular PBM company’s pharmacy provider network in any particular future time period. If our participation in the pharmacy provider network for a prescription drug plan administered by one or more of the large PBM companies is restricted or terminated, we expect that our sales would be adversely affected, at least in the short-term. If we are unable to replace any such lost sales, either through an increase in other sales or through a resumption of participation in those plans, our operating results could be materially and adversely affected. If we exit a pharmacy provider network and later resume participation, we cannot assure you that we will achieve any particular level of business on any particular pace, or that all clients of the PBM company will choose to include us again in the pharmacy network for their plans, initially or at all. In addition, in such circumstances we may incur increased marketing and other costs in connection with initiatives to regain former patients and attract new patients covered by such plans.

    A shift in pharmacy mix toward lower margin plans and programs could adversely affect our results of operations. We seek to grow prescription volume while operating in a marketplace with continuous reimbursement pressure. A shift in the mix of pharmacy prescription volume towards 90-day, Medicare or other programs offering lower reimbursement rates could adversely affect our results of operations. We currently offer limited 90-day fulfillments. In addition, preferred Medicare Part D networks have increased in number in recent years; however, we do not participate in all such networks. In the future, we may accept lower reimbursement rates in order to secure preferred relationships with Medicare Part D plans serving senior patients with significant pharmacy needs. We intend to develop and expand our relationships with commercial third-party payors to enable new and/or improved market access via participation in the pharmacy provider networks they offer. If we are not able to generate additional prescription volume from patients participating in these programs that is sufficient to offset the impact of lower reimbursement, or if the degree or terms of our participation in such preferred networks declines from current levels in future years, our results of operations could be materially and adversely affected.

    Declines in reimbursement rates that insurance companies pay for prescription medications may adversely impact our gross profit margin and ability to achieve profitability. Our primary source of revenue is based on reimbursements from customer’s health insurance plans, which are largely beyond our control. Reimbursement rates tend to vary over time and across products and health plans. Generally, we have experienced a broader trend of decreasing reimbursement rates impacting our gross profit margin. Although increased sales of OTC products and an increase in our purchasing power to lower our costs of goods sold may offset declining reimbursement rates to some extent, further declines in reimbursement rates may continue to adversely impact our gross profit margins and ability to achieve profitability.

    We operate in a highly competitive industry that is dominated by several very large, well-capitalized market leaders and constantly evolving. New entrants to the market, existing competitor actions, or other changes in market dynamics could adversely impact us. The level of competition in the retail pharmacy and pharmaceutical wholesale industries is high, with several very large, well-capitalized competitors holding a majority share of the market. Changes in market dynamics or actions of competitors or manufacturers, including industry consolidation and the emergence of new competitors and strategic alliances, could materially and adversely impact our business. Disruptive innovation by existing or new competitors could alter the competitive landscape in the future and require us to accurately identify and assess such changes and make timely and effective changes to our strategies and business model to compete effectively. We face intense competition from local, regional, national and global companies, including drugstore and pharmacy chains, independent drugstores and pharmacies, mail-order pharmacies and various other online retailers, some of which are aggressively expanding in California and markets we may seek to enter. Competition may also come from other sources in the future. As competition increases, a significant increase in general pricing pressures could occur, which could require us to reevaluate our pricing structures to remain competitive. For example, if we are not able to anticipate and successfully respond to changes in market conditions, it could result in a loss of customers or renewal of contracts or arrangements on less favorable terms.

    We purchase a substantial portion of our brand name and generic drugs from a single wholesaler. A disruption in this relationship may have a negative effect on us. We purchase approximately 85% of our brand name and generic drugs from a single wholesaler, McKesson. The remaining 15% is sourced from Independent Pharmacy Cooperative (“IPC”) and several small suppliers. Because McKesson acts as a wholesaler for drugs purchased from ultimate manufacturers worldwide, any disruption in the supply of a given drug, including supply shortages of key ingredients, or regulatory actions by domestic or foreign government agencies, or specific actions taken by drug manufacturers, could adversely impact McKesson's ability to fulfill our demands, which could adversely affect us. While we believe that alternative sources of supply for most generic and brand name pharmaceuticals are readily available, a significant disruption in our relationship with McKesson or IPC could make it difficult for us to continue to operate our business on a regular basis until we execute a replacement wholesaler agreement or develop and implement self-distribution processes. We believe we could obtain and qualify alternative sources, including through self-distribution, for substantially all of the prescription drugs we sell on an acceptable basis, and accordingly that the impact of any disruption would be temporary.

    Because we store, process and use data that contains personal information, we are subject to complex and evolving laws and regulations regarding privacy and data protection. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in investigations, claims, changes to our business practices, increased cost of operations, and declines in customer retention, any of which could harm our business. The regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and changing requirements across businesses. We are required to comply with increasingly complex and changing data privacy regulations. Complying with these and other changing requirements could cause us to incur substantial costs and require us to change our business practices in certain jurisdictions, any of which could materially adversely affect our business operations and operating results. We may also face audits or investigations by one or more government agencies relating to our compliance with these regulations. Compliance with changes in privacy and information security laws and standards may result in significant expense due to increased investment in technology and the development of new operational processes. If we or those with whom we share information fail to comply with these laws and regulations or experience a data security breach, our reputation could be damaged and we could be subject to additional litigation and regulatory risks. Our security measures may be undermined due to the actions of outside parties, employee error, malfeasance, or otherwise, and, as a result, an unauthorized party may obtain access to our data systems and misappropriate business and personal information. Any such breach or unauthorized access could result in significant legal and financial exposure, damage to our reputation, and potentially have a material adverse effect on our business operations, financial condition and results of operations.

    A significant change in, or noncompliance with, government regulations and other legal requirements could have a material adverse effect on our reputation and profitability. We operate in a complex, highly regulated environment and our operations could be adversely affected by changes to existing legal requirements including the related interpretations and enforcement practices, new legal requirements and/or any failure to comply with applicable regulations. Our business is subject to numerous federal, state and local regulations including licensing and other requirements for pharmacies and reimbursement arrangements. The regulations to which we are subject include, but are not limited to: federal and state registration and regulation of pharmacies and drug discount card programs; dispensing and sale of controlled substances and products containing pseudoephedrine; applicable governmental payor regulations including Medicare and Medicaid; data privacy and security laws and regulations including those under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”); the ACA or any successor to that act; laws and regulations relating to the protection of the environment and health and safety matters, including those governing exposure to, and the management and disposal of, hazardous substances; regulations regarding food and drug safety including those of the Food and Drug Administration (“FDA”) and Drug Enforcement Administration (“DEA”), trade regulations including those of the Federal Trade Commission, and consumer protection and safety regulations including those of the Consumer Product Safety Commission, as well as state regulatory authorities, governing the availability, sale, advertisement and promotion of products we sell; anti-kickback laws; false claims laws; laws against the corporate practice of medicine; and federal and state laws governing health care fraud and abuse and the practice of the profession of pharmacy. For example, the DEA, FDA and various other regulatory authorities regulate the distribution and dispensing of pharmaceuticals and controlled substances. We are required to hold valid DEA and state-level licenses, meet various security and operating standards and comply with the federal and various state controlled substance acts and related regulations governing the sale, dispensing, disposal, holding and distribution of controlled substances. The DEA, FDA and state regulatory authorities have broad enforcement powers, including the ability to seize or recall products and impose significant criminal, civil and administrative sanctions for violations of these laws and regulations.

    Changes in laws, regulations and policies and the related interpretations and enforcement practices may alter the landscape in which we do business and may significantly affect our cost of doing business. The impact of new laws, regulations and policies and the related interpretations and enforcement practices generally cannot be predicted, and changes in applicable laws, regulations and policies and the related interpretations and enforcement practices may require extensive system and operational changes, be difficult to implement, increase our operating costs and require significant capital expenditures. Untimely compliance or noncompliance with applicable laws and regulations could result in the imposition of civil and criminal penalties that could adversely affect the continued operation of our business, including: suspension of payments from government programs; loss of required government certifications; loss of authorizations to participate in or exclusion from government programs, including the Medicare and Medicaid programs; loss of licenses; and significant fines or monetary penalties. Any failure to comply with applicable regulatory requirements could result in significant legal and financial exposure, damage our reputation, and have a material adverse effect on our business operations, financial condition and results of operations.

    The company has a history of losses, and may not achieve or maintain profitability in the future. The company has operated at a loss since inception and has raised additional capital and borrowed funds to meet its growth needs. We expect to make significant future investments in order to develop and expand our business and develop more advanced technology to operate more efficiently, which we believe will result in additional sales and marketing and general and administrative expenses that will require increased sales to recover these additional costs. While net sales have grown in recent periods, this growth may not be sustainable or sufficient to cover the costs required to successfully compete. While the company believes its research and development in automation technology will continue to reduce pharmacy labor and operating expense, these technologies are state of the art and have not yet been proven in the industry, so the anticipated gains in efficiency are somewhat uncertain and may not emerge as anticipated. Delivery efficiency, and the resulting reduction in delivery expense, represents a significant factor in the company’s future profitability. As the company gains more customer penetration in the markets in which it operates, we expect more deliveries per square mile per hour will generally result in more efficient routing and higher deliveries per driver per hour (driver-hour). In addition, the company uses state of the art pharmacy management software algorithms to triage new and refill orders to further optimize routing and increase delivery per driver-hour. Should the market penetration and resulting customer density or the algorithms not perform as anticipated, the company may not be able to reduce delivery costs to a level sufficient to achieve sustained profitability. The company anticipates that our purchasing power with the wholesale providers will increase as we scale the business, and that this increased purchasing power will lower the price we pay to the wholesalers and reduce our cost of goods sold. The company may not be able to achieve sufficient size and/or the dynamics of the wholesale market may change, and this reduction in cost of goods sold may not materialize. The company plans to meaningfully increase average revenue per order (“basket size”) and gross profit per order through the sale of over-the-counter medications and related products. If the company is not successful in its efforts to market and sell these additional products, the increase in basket size and gross profit per order may not materialize as anticipated.

    We are and may continue to be impacted by the worldwide economic downturn due to the COVID-19 pandemic. In December 2019, a novel strain of coronavirus, or COVID-19, was reported to have surfaced in Wuhan, China. COVID-19 spread to many countries, including the United States, and in March 2020 was declared to be a pandemic by the World Health Organization. Efforts to contain the spread of COVID-19 intensified and the United States, Europe and Asia implemented severe travel restrictions and social distancing. The impacts of the outbreak continue to evolve. A widespread health crisis adversely affected and could continue to affect the global economy, resulting in an economic downturn and slow recovery that could negatively impact the value of the company’s shares and investor demand for shares generally.

    The continued spread of COVID-19 led to severe disruption and volatility in the global capital markets, which could increase our cost of capital and adversely affect our ability to access the capital markets in the future. It is possible that the continued spread of COVID-19 could cause a further economic slowdown or recession or cause other unpredictable events, each of which could adversely affect our business, results of operations or financial condition.

    The extent to which COVID-19 affects our financial results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the COVID-19 outbreak and the actions to contain the outbreak or treat its impact, among others. Moreover, the COVID-19 outbreak has had and may continue to have indeterminable adverse effects on general commercial activity and the world economy, and our business and results of operations could be adversely affected to the extent that COVID-19 or any other pandemic harms the global economy generally or impacts consumer demand for prescription drugs.

    The auditor included a “going concern” note in its audit report. We may not have enough funds to sustain the business until it becomes profitable. Even if we raise funds through this offering, we may not accurately anticipate how quickly we may use the funds and whether these funds are sufficient to bring the business to profitability.

    *Please refer to Preliminary Offering Circular for full list of Risk Factors

    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 theseshares 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 \u2014 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 Preliminary Offering Circular

    The offering circular is the legal document filed with the SEC for a Regulation A offering and provides facts that an investor needs to make an informed investment decision. The offering circular includes an overview of company and company's business, historical financials and capitalization, and key risk factors.

    Download NowRx's  Preliminary Offering Circular here.

    Frequently Asked Questions

    About Reg A Offerings
    What does it mean that the SEC has qualified this offering?

    "The SEC has qualified this offering" means the SEC has permitted NowRx to offer for sale the securities described in the Offering Circular to investors such as you. The SEC is not judging the merits, accuracy, or completeness of the offering and information in the Offering Circular.


    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 securities. At that point, you will be a proud owner in NowRx.


    What is the difference between preferred equity and a convertible note?

    Preferred equity is usually issued to outside investors and carries rights and conditions that are different from that of common stock. For example, preferred equity may include rights that prevent or minimize the effects of dilution or grants special privileges in situations when the company is sold.

    A convertible note is a unique form of debt that converts into equity, usually in conjunction with a future financing round. The investor effectively loans money to a startup with the expectation that they will receive equity in the company in the future at a discounted price per share when the company raises its next round of financing.

    To learn more about startup investment types check out “How to Choose a Startup Investment” in our academy.


    What will I need to complete my investment?

    To make an investment, you will need the following information readily available:

    1. Personal information such as your current address and phone number
    2. Employment and employer information
    3. Net worth and income information
    4. Social Security Number or passport
    5. ABA bank routing number and checking account number (typically found on a personal check or bank statement)

    What if I change my mind about investing?

    Until a closing occurs, you may cancel your investment at any time, for any reason. 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 by clicking your profile icon in the top right corner.


    After My Investment
    How can I sell my securities in the future?

    Currently there is no market or liquidity for these securities. Right now NowRx does not plan to list these securities 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 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.


    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. You will also find a copy of the NowRx's Offering Circular, which has been qualified by the SEC. The Offering Circular includes important details about NowRx's fundraise that you should review before investing.


    What are the risks of this investment?

    This investment is highly speculative and should not be made by anyone who cannot afford to risk the entire investment amount. In addition to these risks, you should carefully consider the specific information and risks disclosed in NowRx’s profile and Offering Circular.