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Invest in OAK

New York City-based digitally native brand offering trend-driven creative essentials

  • $22,005Amount raised
  • $1,000Minimum
  • $12,000,000Pre-Money valuation

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

OAK is offering securities under both Regulation D and Regulation CF through SI Securities, LLC ("SI Securities"). SI Securities is an affiliate of SeedInvest Technology, LLC, a registered broker-dealer, and member FINRA/SIPC. SI Securities will receive cash compensation equal to 7.50% of the value of the securities sold and equity compensation equal to 5.00% of the number of securities sold. Investments made under both Regulation D and Regulation CF involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest. Furthermore, the contents of the Highlights, Term Sheet sections have been prepared by SI Securities and shall be deemed broker-dealer communications subject to FINRA Rule 2210 (the “Excluded Sections”). With the exception of the Excluded Sections noted above, this profile contains offering materials prepared solely by OAK without the assistance of SI Securities, and not subject to FINRA Rule 2210 (the “Issuer Profile”). The Issuer Profile may contain forward-looking statements and information relating to, among other things, the company, its business plan and strategy, and its industry. Investors should review the risks and disclosures in the offering's draft. The contents of this profile are meant to be a summary of the information found in the company’s Form C. Before making an investment decision, investors should review the company’s Form C for a complete description of its business and offering information, a copy of which may be found both here and below.


Company Highlights

  • Over $10mm in online lifetime sales with a subscriber list of over 200,000 emails (average order value of $167 and lifetime value of $405)
  • Media mentions by Vogue, GQ, Refinery29, Digiday, NY Times, and WWD
  • Seen on celebrities including Miley Cyrus, Jared Leto, Zoe Kravitz, A$AP Rocky, Hailey Baldwin, Karlie Kloss, and Jaden Smith
  • Creative directors have 15+ years experience in design, manufacturing, and production
  • CEO worked with American Apparel as the fashion brand expanded to over 200 stores in 19 countries

Fundraise Highlights

  • Total Amount Raised: US $22,005
  • Total Round Size: US $2,500,000
  • Raise Description:  Seed
  • Minimum Investment:  US $1,000 per investor
  • Security Type:  Preferred Equity
  • Pre-Money Valuation:  US $12,000,000
  • Offering Type:   Side by Side Offering

New York City based digitally native brand offering men's and women's clothing, shoes, and accessories. We provide our customers with creative, comfortable, and stylish wardrobe pieces as an alternative to overpriced streetwear brands.


OAK was born in Williamsburg, Brooklyn in 2003 - created by Jeff Madalena and Louis Terline. The two wanted OAK to be trend driven without being trendy - featuring timeless color palettes and silhouettes that would serve as the middle ground between overpriced luxury brands and fast fashion.

Oaknyc.com has acquired over 200,000 email subscribers by opening 10 pop-up stores in Tokyo, Paris, NY, and LA. OAK now currently operates an e-commerce platform as well as 4 pop-up store locations in New York and LA. OAK is also distributed in retailers such as Shopbop and The Outnet.

Our growth strategy is to develop a digitally native brand similar to Everlane and Bonobos. However, we also see an opportunity to target Millennials and Generation X consumers that are looking for an edgier but approachable look. We also have a proven successful concept of opening short term retail stores. This, partnered with our e-commerce platform, showed that this strategy was an effective way to boost our brand awareness and online sales. According to Forbes, "when a retailer opens a new store, on average, that brand's website traffic increases by 37%".

OAK was acquired by American Apparel, the publicly traded company, in 2013. Following this, there was a management buyout in 2016 where the original founders decided to take the creative lead of the brand again. OAK evolved to selling exclusively its in-house labels.

Pitch Deck

Product & Service

Business Model

OAK specializes in producing creative essentials in apparel and lifestyle products for both women and men. As quoted by Vogue "Leather, jeans, bombers, and boots are the brand's backbones." From the very beginning, OAK has retained an authentic and ultra downtown New York aesthetic. Their core collections are consistently comprised of closet essentials that are timeless and versatile. All of the in-house OAK brand is designed within the Brooklyn headquarters. The brand has a strong focus on having an omnichannel presence with an emphasis on e-commerce and retail stores. While Everlane offers affordable basics and Bonobos offers customizable menswear, OAK aims to produce creative and accessible streetwear essential wardrobe staples. In 2017, Business of Fashion stated that "high-end streetwear helped boost global sales of luxury personal goods by 5% this year to an estimated $309 billion," which shows the extent of the market opportunity and demand for premium and luxury streetwear pieces. Additionally, OAK has led a retail satellite strategy that we have seen to be a cost-efficient and effective way to increase brand awareness and our email subscriber list. 

Key Figures

  • Lifetime Online Revenue: $10M+
  • Email subscriber list: 200K+
  • Average Order Value: $167
  • Average Price Point: $71.00
  • Repeat purchase rate: 36%
  • Lifetime Value: $405
  • Gross Margin: 67%
  • Customer Acquisition Cost: $77.50

Target Market

The OAK target customer is creative and appreciates original designs but also looks for mid-priced wardrobe pieces that will last them a lifetime in terms of versatility, quality, and style. They are usually Millennials and or within Generation X. Our customers are typically 25-34 years old and tend to live in urban cities such as NYC, LA, or San Francisco. OAK's clientele, both online and in-stores, has historically been approximately 58/42 female and male. They look for "creative essentials" - something that OAK has produced for over 15 years. The typical customer tends to shop with brands that offer an omnichannel experience - especially in terms of social media, retail, and e-commerce.

Competitive Edge 

What makes OAK unique is our vast experience in the fashion industry, gaining us credibility as fashion innovators and influencers. Opening our e-commerce site in 2006 made us one of the early boutiques to launch an online store at the time. The signature OAK aesthetic is well known for its versatility, accessible prices, authentic New York downtown edge, and affordable streetwear appeal - reasons why people instantly recognize an OAK design and why many customers have stayed loyal to OAK for years and years. We believe that OAK represents everything that is New York, but in a way that is approachable to everyone - from our store interiors to our apparel designs, price points, employees, and e-commerce site.

Press Mentions

VOGUE: "OAK is so New York and is inextricably linked to a Gotham-esque, all-black-everything look."

GQ: "OAK, the brand known for their black, drapey, next-level-cool clothes and for their chic shops"

WWD: OAK "offered a wearable wardrobe that also tapped into the current streetwear trend."

Digiday: "Special versions of basics, which paired well with Oak’s designer separates, were previously missing from the market."

HIGHSNOBIETY: "Drawing upon the culture of work versus cultural exploration, the brand seeks to create a similar feel to the concept by introducing pieces with a heavy emphasis of aesthetic form and functionality."

Media Mentions

Team Story

OAK's leadership team is comprised of Jeff Madalena, Louis Terline, and Dan Abenhaim. The 3 have garnered significant experience within the fashion and apparel industry. Jeff and Louis started OAK 15 years ago with the objective to sell creative essentials from up and coming designers to their customers in New York City. They were one of the early boutiques to launch an e-commerce platform in 2006. They were also one of the early brands to open a store in the then-emerging area of Williamsburg in 2005 - now one of the most highly sought after and trendy areas in New York City to have a physical retail presence in. Throughout the years, they recognized the importance and demand for high quality and stylish basics. There was a very clear reflection of Louis and Jeff's unique eye for emerging contemporary designers (that are now some of the most highly recognized and respected brands in the fashion industry) in their retail and online stores. Dan joined OAK in 2016 as the Business Director - bringing along his experience in launching over 200 retail activations globally at American Apparel, he saw great potential in OAK. 

Founders and Officers

Dan Abenhaim

Business Director

Dan Abenhaim is Oak’s Business Director, reporting to shareholders of the company. Dan is responsible for strategy, real estate & development, and operations of Oak’s physical stores, online store, and wholesale division. Since joining Oak in 2016, Dan has integrated Oak’s physical and digital retail businesses to create a seamless customer experience. Dan has also worked with his creative partners to make Oak independent from other brands and stabilize the company’s bottom line after American Apparel’s bankruptcy.

Dan joined Oak from American Apparel, where he served as global real estate & development director and led the company through its global retail expansion by opening over 200 stores in 19 countries. In conjunction with this role at AA, Dan was also country manager for Canada. He oversaw the operation of the wholesale, online, and retail divisions in these countries. Prior to American Apparel, Dan worked for various independent fashion designers in Montreal. Dan holds an electrical and computer engineering degree from McGill University in Montreal.

Dan Abenhaim

Business Director

Dan Abenhaim is Oak’s Business Director, reporting to shareholders of the company. Dan is responsible for strategy, real estate & development, and operations of Oak’s physical stores, online store, and wholesale division. Since joining Oak in 2016, Dan has integrated Oak’s physical and digital retail businesses to create a seamless customer experience. Dan has also worked with his creative partners to make Oak independent from other brands and stabilize the company’s bottom line after American Apparel’s bankruptcy.

Dan joined Oak from American Apparel, where he served as global real estate & development director and led the company through its global retail expansion by opening over 200 stores in 19 countries. In conjunction with this role at AA, Dan was also country manager for Canada. He oversaw the operation of the wholesale, online, and retail divisions in these countries. Prior to American Apparel, Dan worked for various independent fashion designers in Montreal. Dan holds an electrical and computer engineering degree from McGill University in Montreal.

Jeff Madalena

Co-Founder / Co-Creative Director

 Jeff started OAK with Louis in 2004. Originally from Northern California, Jeff did his business degree at UC Berkeley and a fashion design post-grad degree at Parsons School of Design. Jeff also works as a part time professor at his alumni college - Parsons School of Design. Jeff and louis repurchased Oak back from American Apparel in 2016 to help continue to evolve and creatively direct the OAK brand.

Jeff Madalena

Co-Founder / Co-Creative Director

 Jeff started OAK with Louis in 2004. Originally from Northern California, Jeff did his business degree at UC Berkeley and a fashion design post-grad degree at Parsons School of Design. Jeff also works as a part time professor at his alumni college - Parsons School of Design. Jeff and louis repurchased Oak back from American Apparel in 2016 to help continue to evolve and creatively direct the OAK brand.

Louis Terline

Co-Founder / Co-Creative Director

Louis - a native to New York City - along with Jeff, founded OAK in 2004 in Brooklyn, New York. Before starting OAK, Louis graduated from Pratt Institute with a major in art direction. With a calculated eye for emerging talent, in the first multi-brand iteration of OAK, both Louis and Jeff discovered and launched some of today’s biggest brands and also eventually started the OAK in-house brand, which is now recognized across the fashion industry for its dark, worn-in and edgy aesthetic. 

Louis Terline

Co-Founder / Co-Creative Director

Louis - a native to New York City - along with Jeff, founded OAK in 2004 in Brooklyn, New York. Before starting OAK, Louis graduated from Pratt Institute with a major in art direction. With a calculated eye for emerging talent, in the first multi-brand iteration of OAK, both Louis and Jeff discovered and launched some of today’s biggest brands and also eventually started the OAK in-house brand, which is now recognized across the fashion industry for its dark, worn-in and edgy aesthetic. 

Q&A with the Founder

  • Please detail the current stage of your product/platform development.
    We currently have a fully developed e-commerce site, fully functioning direct-to-consumer retail stores, and a wholesale division. OAK has a full line of both men’s and women’s collections that are available to purchase via each of these channels. 
  • Please detail your supply chain, manufacturing, and distribution.
    OAK ethically sources manufacturing from around the world. We sell directly to the end consumer via our online store and retail activations.
  • Who do you view as your closest competitors and what key factors differentiate yourselves?
    We believe our competitors include Everlane, KITH, Opening Ceremony, DSTLD, Need Supply, COS, Bonobos, Cuyana, and All Saints. We are not a multi-brand retailer and sell our private label only (OAK and A/OK) – whereas KITH, Opening Ceremony, and Need Supply are all multi-brand. We are also more accessibly priced than All Saints and we believe we are more fashion-forward and outspoken than Everlane, Cuyana, and All Saints.
  • Please describe your typical customer/user profile.

    Our typical customer around 18 to 38 years old and works in, or is interested in, creative industries such as advertising, architecture, art, design, fashion, film, music, performing arts, publishing, and beauty.

  • Please outline your customer acquisition strategy. 
    We utilize the following methods for customer acquisition:

    • Strategic social media marketing
    • Collaborations with influencers
    • Events for brand awareness
    • Referral program
    • Affiliate marketing program
    • Public Relations
    • SEO
    • Segmented/geo-targeted emails 
  • The Q&A with the Founder is based on due diligence activities conducted by SI Securities, LLC. The verbal and/or written responses transcribed above may have been modified to address grammatical, typographical, or factual errors, or by special request of the company to protect confidential information.

    Term Sheet

    A Side by Side offering refers to a deal that is raising capital under two offering types. If you plan on investing less than US $20,000.00, you will automatically invest under the Regulation CF offering type. If you invest more than US $20,000.00, you must be an accredited investor and invest under the Regulation D offering type.

    Fundraising Description

  • Round type:
    Seed

  • Round size:
    US $2,500,000

  • Raised to date:
    US $22,005
    US $22,005 (under Reg CF only)

  • Minimum investment:
    US $1,000

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

  • Security Type:
    Preferred Equity

  • Share price:
    US $2.1108

  • Pre-money valuation:
    US $12,000,000

  • Option pool:
    9.89%

  • Is participating?:
    False

  • Liquidation preference:
    1.0x
  • Additional Terms

  • Custody of Shares

    Investors who invest $50,000 or less will have their securities held in trust with a Custodian that will serve as a single shareholder of record. These investors will be subject to the Custodian’s Account Agreement, including the electronic delivery of all required information. 


  • Investment Proxy Agreement

    All non-Major Purchasers will be subject to an Investment Proxy Agreement (“IPA”). The IPA will authorize an investment Manager to act as representative for each non-Major Purchaser and take certain actions for their benefit and on their behalf. Please see a copy of the IPA included with Company's offering materials for additional details.


  • Closing conditions:
    While OAK has set an overall target minimum of US $500,000 for the round, OAK must raise at least US $25,000 of that amount through the Regulation CF portion of their raise before being able to conduct a close on any investments below $20,000. For further information please refer to OAK's Form C.

  • Regulation CF cap:
    While OAK is offering up to US $2,500,000 worth of securities in its Seed, only up to US $1,070,000 of that amount may be raised through Regulation CF.

  • Transfer restrictions:
    Securities issued through Regulation CF have a one year restriction on transfer from the date of purchase (except to certain qualified parties as specified under Section 4(a)(6) of the Securities Act of 1933), after which they become freely transferable. While securities issued through Regulation D are similarly considered "restricted securities" and investors must hold their securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available.

  • Use of Proceeds

    Investor Perks

    Invest by Friday, March 15th, 2019 at 11:59pm ET and receive an extra 10% of your investment in OAK credit.

    • $1,000: all investors will receive an OAK Black Leather Skillman Wallet
    • $2,000: the above plus 10% of investment in OAK credit
    • $5,000: the above plus a personalized OAK standard hoodie with initials + pair of sneakers + 25% discount for a year
    • $15,000: the above + 25% discount for 3 years + VIP customer service
    • $25,000: the above + 25% lifetime discount
    • $50,000 - the above plus dinner with the team in NYC (airfare and accommodations not included)
    • $100,000 - the above plus airfare and accommodations included and inclusion in new product design workshops at NYC HQ

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

    Financial Discussion

    Operations

    OAK & Partners Apparel, LLC (“the Company”) was is a limited liability company organized on January 3, 2016 under the laws of the state of New York, and is currently headquartered in New York, New York. The Company is an online retailer of men’s and women’s apparel and creative essentials that are trend driven, without being trendy. Designed in New York city, apparel and accessories consist of basics that compliment seasonal fashion trends. The Company also operates retail locations in New York (New York City and Brooklyn) and California (Los Angeles).

    Oak NYC Apparel Co., L.P. (“the LP”) was incorporated in January of 2016 under the laws of the state of New York, and is currently headquartered in New York, New York. On February 1, 2019, the members of the LP executed an amended and restated operating agreement by which the members of LP became members in the Company. The membership interests transferred were not altered as part of the exchange. For financial statement purposes, the transaction was treated as a reverse acquisition by the Company, with the Company being the acquirer and LP being the acquiree. Accordingly, the Company’s financial statements have been prepared to give retroactive effect to the reverse acquisition and represent the operations of LP.

    Liquidity and Capital Resources

    The proceeds from the Offering are essential to our operations. We plan to use the proceeds as set forth above under "Use of Proceeds", which is an indispensable element of our business strategy. The Offering proceeds will have a beneficial effect on our liquidity, as we have approximately $25,000 in cash on hand as of February 12, 2019 which will be augmented by the Offering proceeds and used to execute our business strategy.

    The Company currently does not have any additional outside sources of capital other than the proceeds from the Combined Offerings.

    Capital Expenditures and Other Obligations

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

    Trends and Uncertainties

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

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

    Market Landscape

    Retail e-commerce sales worldwide from 2017 to 2021 (in billion U.S. dollars)


    Worldwide, experts predict that the fashion e-commerce segment will increase at a compound annual rate of 10.6% from $408 billion in 2017 to more than $706 billion by 2022. Direct-to-consumer digitally native brands represented 13% of all e-commerce sales with 81% of U.S. consumers planning to make at least one purchase from a direct-to-consumer brand within the next 5 years.

    In 2018, the founder of streetwear brand Off-White, Virgil Abloh, was named men’s artistic director of Louis Vuitton, one of the world’s biggest and most powerful luxury brands. This proves the magnitude of the shift in fashion. Streetwear brands helped boost global sales of luxury personal goods by 5% in 2017 to an estimated $309 billion. OAK is a digital brand tapping into this fast-growing market by offering quality and creative luxury streetwear product but at a much more accessible price point.

    From February 1 to May 23, 2018, an ICSC survey tracked retail web traffic and consumer brand awareness among emerging and established brands. They concluded that for emerging brands, new store openings drive an average 37% increase in web traffic following a store opening. OAK’s online customer acquisition model will take advantage of the halo effect between online and retail.

    Risks and Disclosures

    The Company’s cash position is relatively weak. The Company currently has approximately $25,000 in cash balances as of February 12, 2019. This equates to roughly 2 months of runway. The Company could be harmed if it is unable to meet its cash demands, and the Company may not be able to continue operations if they are not able to raise additional funds.

    The Company forecasts project 51% growth in revenue from 2019 to 2020. If its assumptions are wrong, and its projections regarding market penetration are too aggressive, its financial projections may overstate its viability. In addition, the forward-looking statements are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

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

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

    The Company may be unable to maintain, promote, and grow its brand through marketing and communications strategies. It may prove difficult for the Company to dramatically increase the number of customers that it serves or to establish itself as a well-known brand in the competitive retailer space. Additionally, the product may be in a market where customers will not have brand loyalty.

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

    The Company’s business model is capital intensive. The amount of capital the Company is attempting to raise in this Offering is not enough to sustain the Company’s current business plan. In order to achieve the Company’s near and long-term goals, the Company will need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. If the Company is not able to raise sufficient capital in the future, it will not be able to execute its business plan, its continued operations will be in jeopardy and it may be forced to cease operations and sell or otherwise transfer all or substantially all of its remaining assets, which could cause a Purchaser to lose all or a portion of his or her investment.

    The Company currently obtains components from single or limited sources, and are subject to significant supply and pricing risks. Many components, including those that are available from multiple sources, are at times subject to industry-wide shortages and significant commodity pricing fluctuations. While the Company has entered into agreements for the supply of many components, there can be no assurance that we will be able to extend or renew these agreements on similar terms, or at all. A number of suppliers of components may suffer from poor financial conditions, which can lead to business failure for the supplier or consolidation within a particular industry, further limiting their ability to obtain sufficient quantities of components. The follow-on effects from global economic conditions on their suppliers, also could affect their ability to obtain components. Therefore, the Company remains subject to significant risks of supply shortages and price increases.

    Their products often utilize custom components available from only one source. Continued availability of these components at acceptable prices, or at all, may be affected for any number of reasons, including if those suppliers decide to concentrate on the production of common components instead of components customized to meet their requirements. The supply of components for a new or existing product could be delayed or constrained, or a key manufacturing vendor could delay shipments of completed products to the Company adversely affecting their business and results of operations.

    The Company’s expenses will significantly increase as they seek to execute their current business model. Although the Company estimates that it has enough runway until end of year, they will be ramping up cash burn to promote revenue growth, increase payroll, further develop R&D, and fund other Company operations after the raise. Doing so could require significant effort and expense or may not be feasible.

    The Company’s success depends on the experience and skill of the board of directors, its executive officers and key employees. In particular, the Company is dependent on Dan Abenhaim, Louis Terline, and Jeff Madalena. There can be no assurance that they will continue to be employed by the Company for a particular period of time. The loss of our key employees or any member of the board of directors or executive officer could harm the Company’s business, financial condition, cash flow and results of operations.

    Industry consolidation may result in increased competition, which could result in a loss of customers or a reduction in revenue. Some of our competitors have made or may make acquisitions or may enter into partnerships or other strategic relationships to offer more comprehensive services than they individually had offered or achieve greater economies of scale.

    We have not prepared any audited financial statements. Therefore, you have no audited financial information regarding the Company’s capitalization or assets or liabilities on which to make your investment decision. If you feel the information provided is insufficient, you should not invest in the Company.

    The Company has not filed a Form D for its previous offerings. The SEC rules require a Form D to be filed by companies within 15 days after the first sale of securities in the offering relying on Regulation D. Failing to register with the SEC or get an exemption may lead to fines, the right of investors to get their investments back, and even criminal charges. There is a risk that a late penalty could apply.

    The company is subject to many U.S. federal and state laws and regulations, including those related to privacy, rights of publicity, and law enforcement. These laws and regulations are constantly evolving and may be interpreted, applied, created, or amended, in a manner that could harm our business. The technology and use of the technology in our product may not be legislated, and it is uncertain whether different states will legislate around this technology, and, if they do, how they will do so. Violating existing or future regulatory orders or consent decrees could subject us to substantial monetary fines and other penalties that could negatively affect our financial condition and results of operations.

    The Company has outstanding related party liabilities. On January 6, 2016, the Company issued a promissory note payable to a member for proceeds of $600,000. The note carries interest at 2% per annum and is due in equal quarterly payments of $20,000 from April 1, 2017 through the maturity date of January 2, 2021. As of December 31, 2017 and 2016, no scheduled quarterly payments have been made. During the years ended December 31, 2017 and 2016, the Company was advanced funds from a member to be used to fund operations. These advances were noninterest-bearing and carried no interest rate or other unique provisions. Advances of $70,000 and $259,405 were received during the years ended December 31, 2017 and 2016, respectively. At December 31, 2017 and 2016, member advances outstanding totaled $329,405 and $249,405, respectively. During 2017 and 2016, the Company had one office/retail location and three operating retail locations in which a member of the Company was named as the lessee of the property, but allowed the Company to operate in the leased spaces and required the Company to make all required payments to the lessor on behalf of the member lessee. Two of the retail locations were in Los Angeles, California, and the other retail location and office/retail space were in New York City, New York. The two leases in California terminated, and the retail locations were closed, in April 2018 and July 2016, respectively. The New York lease for the retail locations terminated, and the retail location was closed, in August 2018. The lease agreement for the office/retail location terminated, and the retail location was closed, in October 2018. The Company is moving away from the traditional brick and mortar retail model, and instead is focusing on shorter-term ‘pop‐up’ locations. For the year ended December 31, 2017 and 2016, rent expense paid for retail space provided by member lessee totaled $305,616 and $583,961, respectively.

    The Company has pending litigation. Oak NYC Apparel Co., LP, the entity wholly owned by Oak & Partners Apparel, LLC, is currently involved in an ongoing lawsuit. This lawsuit involves a wrongful termination suit from a former employee of a retail store that was closed. Oak NYC Apparel Co., LP has submitted an Answer and Affirmative Defenses in response to the complaint. Oak is seeking for the Complaint to be dismissed and costs of suit and attorney's fees to be recovered on the grounds that the Plaintiff was an at-will employee and the termination was not wrongful under the facts or law.

    The Company's agent for service of process is one of the founders. Although a Company is not legally required to have a professional registered agent, there are risks inherent in choosing an individual to serve in this role. Specifically, there is a risk that the individual may not be at the office location registered with the state when process is delivered, or that the service of process may be left with another person. In some cases, an unsuccessful attempt at serving the registered agent allows a court to order “substituted service” such as by serving the Secretary of State, or by posting or publishing the process documents. Furthermore, an individual may move his or her office, may leave the company’s employ, be transferred to another state, or for another reason need to be replaced. In those cases, the registered agent’s name and/or address on file with the Secretary of State will have to be updated. If there is a gap in time before the records are updated, the company may not receive notice of litigation. Additionally, an individual registered agent may mishandle or ignore the documents because of a lack of training, lack of time or time management, personal issues, or other reasons. In any of these cases, the company may fail to respond to the lawsuit in time, which could result in a default judgment, or the registered agent or counsel not receiving notice of the lawsuit in time to respond. This could have negative consequences on the Company’s operations including mismanagement of litigation, which could be time-consuming and expensive and could divert management’s attention. In addition to the above consequences, not appointing a professional registered agent may indicate poor corporate governance or legal oversight.

    General Risks and Disclosures

    Start-up investing is risky. Investing in startups is very risky, highly speculative, and should not be made by anyone who cannot afford to lose their entire investment. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup or early-stage venture often relies on the development of a new product or service that may or may not find a market. Before investing, you should carefully consider the specific risks and disclosures related to both this offering type and the company which can be found in this company profile and the documents in the data room below.

    Your shares are not easily transferable. You should not plan on being able to readily transfer and/or resell your security. Currently there is no market or liquidity for these shares and the company does not have any plans to list these shares on an exchange or other secondary market. At some point the company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when the company either lists their shares on an exchange, is acquired, or goes bankrupt.

    The Company may not pay dividends for the foreseeable future. Unless otherwise specified in the offering documents and subject to state law, you are not entitled to receive any dividends on your interest in the Company. Accordingly, any potential investor who anticipates the need for current dividends or income from an investment should not purchase any of the securities offered on the Site.

    Valuation and capitalization. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold.

    You may only receive limited disclosure. While the company must disclose certain information, since the company is at an early-stage they may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long history. The company may also only obligated to file information periodically regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events through continuing disclosure that you can use to evaluate the status of your investment.

    Investment in personnel. An early-stage investment is also an investment in the entrepreneur or management of the company. Being able to execute on the business plan is often an important factor in whether the business is viable and successful. You should be aware that a portion of your investment may fund the compensation of the company's employees, including its management. You should carefully review any disclosure regarding the company's use of proceeds.

    Possibility of fraud. In light of the relative ease with which early-stage companies can raise funds, it may be the case that certain opportunities turn out to be money-losing fraudulent schemes. As with other investments, there is no guarantee that investments will be immune from fraud.

    Lack of professional guidance. Many successful companies partially attribute their early success to the guidance of professional early-stage investors (e.g., angel investors and venture capital firms). These investors often negotiate for seats on the company's board of directors and play an important role through their resources, contacts and experience in assisting early-stage companies in executing on their business plans. An early-stage company may not have the benefit of such professional investors.

    Representatives of SI Securities, LLC are affiliated with SI Advisors, LLC (“SI Advisors”). SI Advisors is an exempt investment advisor that acts as the General Partner of SI Selections Fund I, L.P. (“SI Selections Fund”). SI Selections Fund is an early stage venture capital fund owned by third-party investors. From time to time, SI Selections Fund may invest in offerings made available on the SeedInvest platform, including this offering. Investments made by SI Selections Fund may be counted towards the total funds raised necessary to reach the minimum funding target as disclosed in the applicable offering materials.

    OAK'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 OAK's  Form C

    Frequently Asked Questions

    About Side by Side Offerings
    What is Side by Side?

    A Side by Side offering refers to a deal that is raising capital under two offering types. This Side by Side offering is raising under Regulation CF and Rule 506(c) of Regulation D.


    What is a Form C?

    The Form C is a document the company must file with the Securities and Exchange Commission (“SEC”) which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.

    Before making any investment decision, it is highly recommended that prospective investors review the Form C filed with the SEC (included in the company's profile) before making any investment decision.


    What is Rule 506(c) under Regulation D?

    Rule 506(c) under Regulation D is a type of offering with no limits on how much a company may raise. The company may generally solicit their offering, but the company must verify each investor’s status as an accredited investor prior to closing and accepting funds. To learn more about Rule 506(c) under Regulation D and other offering types check out our blog and academy.


    What is Reg CF?

    Title III of the JOBS Act outlines Reg CF, a type of offering allowing private companies to raise up to $1 million from all Americans. Prior capital raising options limited private companies to raising money only from accredited investors, historically the wealthiest ~2% of Americans. Like a Kickstarter campaign, Reg CF allows companies to raise funds online from their early adopters and the crowd. However, instead of providing investors a reward such as a t-shirt or a card, investors receive securities, typically equity, in the startups they back. To learn more about Reg CF and other offering types check out our blog and academy.


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


    What will I need to complete my investment?

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

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

    If you are investing under Rule 506(c) of Regulation D, your status as an Accredited Investor will also need to be verified and you will be asked to provide documentation supporting your income, net worth, revenue, or net assets or a letter from a qualified advisor such as a Registered Investment Advisor, Registered Broker Dealer, Lawyer, or CPA.


    How much can I invest?

    An investor is limited in the amount that he or she may invest in a Reg CF offering during any 12-month period:

    • If either the annual income or the net worth of the investor is less than $100,000, the investor is limited to the greater of $2,000 or 5% of the lesser of his or her annual income or net worth.
    • If the annual income and net worth of the investor are both greater than $100,000, the investor is limited to 10% of the lesser of his or her annual income or net worth, to a maximum of $100,000.

    Separately, OAK has set a minimum investment amount of US $1,000.

    Accredited investors investing $20,000 or over do not have investment limits.


    After My Investment
    What is my ongoing relationship with the Issuer?

    You are a partial owner of the company, you do own securities after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.

    In certain circumstances a company may terminate its ongoing reporting requirement if:

    1. The company becomes a fully-reporting registrant with the SEC
    2. The company has filed at least one annual report, but has no more than 300 shareholders of record
    3. The company has filed at least three annual reports, and has no more than $10 million in assets
    4. The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
    5. The company ceases to do business

    However, regardless of whether a company has terminated its ongoing reporting requirement per SEC rules, SeedInvest works with all companies on its platform to ensure that investors are provided quarterly updates. These quarterly reports will include information such as: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) any notable press and news.


    How can I sell my securities in the future?

    Currently there is no market or liquidity for these securities. Right now OAK does not plan to list these securities on a national exchange or another secondary market. At some point OAK 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 OAK either lists their securities on an exchange, is acquired, or goes bankrupt.


    How do I keep track of this investment?

    You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement. If invested under Regulation CF you may also receive periodic updates from the company about their business, in addition to monthly account statements.


    Other General Questions
    What is this page about?

    This is OAK'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 OAK's Form C. The Form C includes important details about OAK's fundraise that you should review before investing.


    How can I (or the company) cancel my investment under Regulation CF?

    For offerings made under Regulation CF, you may cancel your investment at any time up to 48 hours before a closing occurs or an earlier date set by the company. You will be sent a reminder notification approximately five days before the closing or set date giving you an opportunity to cancel your investment if you had not already done so. Once a closing occurs, and if you have not canceled your investment, you will receive an email notifying you that your securities have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, you may go to your portfolio page


    What if I change my mind about investing?

    If you invest under any other offering type, you may cancel your investment at any time, for any reason until a closing occurs. You will receive an email when the closing occurs and your securities have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your portfolio page.