Redrock Biometrics

Authentication software company providing palm biometrics for consumer retail

  • $239,366Amount raised
  • $999Minimum
  • $20,000,000Pre-Money valuation

Purchased securities are not listed on any exchange. A secondary market for these securities does not currently exist and may never develop. You should not purchase these securities with the expectation that one eventually will.

Redrock Biometrics is offering securities under both Regulation CF and Regulation D 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 2.50% of the number of securities sold. Investments made under both Regulation CF and Regulation D involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest. Furthermore, this 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

  • Key clients and partners include Mastercard, Nomura Research Institute, and Trust Stamp
  • Palm print ID technology has two granted patents and nine patent applications pending
  • Achieved 73% YoY revenue growth from 2019 to 2020 (audited) and 2021 revenue run rate (Q1-Q3) represents an 80% growth compared to 2020 (2021 unaudited)
  • Founded by leaders in the technology space, with a combined of 40 years of experience in computer vision
  • Key investors include Wells Fargo, which invested after graduation from the Wells Fargo Startup Accelerator program in 2018

Fundraise Highlights

  • Total Amount Raised: US $239,366
  • Total Round Size: US $5,000,000
  • Raise Description:  Series A
  • Minimum Investment:  US $999 per investor
  • Security Type:  Preferred Equity
  • Pre-Money valuation :  US $20,000,000
  • Offering Type:   Side by Side Offering

As Amazon introduces palm-ID for payments, Redrock Biometrics engagement in the retail space has increased. Retail chains that compete with Amazon are expected to look for alternative palm partners to maintain their customers' data safety & privacy.

The brick & mortar shopping experience hasn't changed much in the last couple of decades. We still use credit cards, pull out our driver's licenses for alcohol purchases, announce our DOB to get our drugs, save parking tickets for validation, and frantically search for loyalty apps on our phones.

Biometrics is a technology that can help reduce shopping friction, but the technology has not yet become mainstream because of some potential worries, such as:

• Not user friendly: We believe that most existing biometric technologies can be a challenging user experience
• Privacy: Cities and states in the U.S. may ban face biometrics over privacy concerns
• Health: Consumers may have hesitancy using shared devices with fingerprint scanners due to viruses, bacteria, and dirt
• Intrusive: Biometrics in a public space can feel intrusive and uncomfortable

Redrock Biometrics aims to bridge the gap and introduce a unique shopping experience that we feel was difficult to attain before our palm solution. With our technology and platform, users can register their palms just once and then transact on any other device. PalmID is our patented technology that does not store any other traceable information about the user. We believe this paves the way for palm biometrics in the market while maintaining privacy and security.

Our technology has been tried, tested, and/or deployed by our clients/partners such as:

• Mastercard
• Google
• Trust Stamp
• Sony

Consumer-end retail is a new focus of ours. We only introduced PalmID to retail in March of 2021, but have already developed pilots with retail chains that have 10,000+ locations in total. Our traction and pipeline includes a variety of business, such as:

• Convenience Stores
• Grocery Stores
• Gas Stations 
• Loyalty Programs 
• Age Verification

We are also developing integration with a POS partner and other strategic investors.

Pitch Deck

Media Mentions

The Team

Founders and Officers

Leonid Kontsevich

Chairman & Co-Founder

Leonid has co-founded two prior award-winning tech startups. Before that, he was a principle researcher at Smith-Kettlewell Ete Research Institute. Leonid received a PhD in Mathematics from Moscow Physics and Technology Institute. Leonid has published more than 50 papers in computer vision and recognition.

Leonid Kontsevich

Chairman & Co-Founder

Leonid has co-founded two prior award-winning tech startups. Before that, he was a principle researcher at Smith-Kettlewell Ete Research Institute. Leonid received a PhD in Mathematics from Moscow Physics and Technology Institute. Leonid has published more than 50 papers in computer vision and recognition.

Hua Yang, PhD

CEO & Co-Founder

Hua is a founding member and the Director of Research at Leap Motion, where he played a critical role in the development of Leap Motion's breakthrough 3D gesture control technology. Hua received a PhD in Computer Science from University of North Carolina at Chapel Hill. Hua has published more than 20 papers in Computer Vision and Augmented Reality, and has held more than 15 US patents. 

Hua Yang, PhD

CEO & Co-Founder

Hua is a founding member and the Director of Research at Leap Motion, where he played a critical role in the development of Leap Motion's breakthrough 3D gesture control technology. Hua received a PhD in Computer Science from University of North Carolina at Chapel Hill. Hua has published more than 20 papers in Computer Vision and Augmented Reality, and has held more than 15 US patents. 

Sergei Badeka

Chief Business Officer

Sergei has lead the Western region sales at Greenlee - Textron, Inc;., where he and his team secured one of the largest orders in company history.  He brings corporate leadership to the team and is responsible for business development and investor relations.

Sergei Badeka

Chief Business Officer

Sergei has lead the Western region sales at Greenlee - Textron, Inc;., where he and his team secured one of the largest orders in company history.  He brings corporate leadership to the team and is responsible for business development and investor relations.

Key Team Members

Kevin Horowitz

Director of Engineering

Term Sheet

A Side by Side offering refers to a deal that is raising capital under two offering types. Investments made through the SeedInvest platform are offered via Regulation CF and subject to investment limitations further described in the Form C and/or subscription documents. Investments made outside of the SeedInvest platform are offered via Regulation D and requires one to be a verified accredited investor in order to be eligible to invest.

Fundraising Description

  • Round type:
    Series A

  • Round size:
    US $5,000,000

  • Raised to date:
    US $239,366
    US $239,366 (under Reg CF only)

  • Minimum investment:
    US $999

  • Target Minimum:
    US $315,000
  • Key Terms

  • Security Type:
    Preferred Equity

  • Share price:
    US $2.25

  • Pre-Money valuation:
    US $20,000,000

  • Option pool:

  • Is participating?:

  • Liquidation preference:
  • Additional Terms

  • Custody of shares:

    Investors who invest less than $50,000 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. 

  • Closing conditions:
    While Redrock Biometrics has set an overall target minimum of US $315,000 for the round, Redrock Biometrics 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 made via Regulation CF. For further information please refer to Redrock Biometrics's Form C.

  • 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

    Prior Rounds

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

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


  • Round Size
    US $500,000
  • Closed Date
    Aug 12, 2015
  • Security Type
    Convertible Note
  • Valuation Cap
    US $5,300,000
  • Seed

  • Round Size
    US $2,000,000
  • Closed Date
    Aug 11, 2017
  • Security Type
    Preferred Equity
  • Pre-Money valuation
    US $12,500,000
  • Bridge

  • Round Size
    US $800,000
  • Closed Date
    Jul 24, 2018
  • Security Type
    Convertible Note
  • Valuation Cap
    US $15,000,000
  • Bridge

  • Round Size
    US $100,000
  • Closed Date
    Sep 30, 2019
  • Security Type
    Convertible Note
  • Valuation Cap
    US $15,000,000
  • Bridge

  • Round Size
    US $610,000
  • Closed Date
    Jul 1, 2020
  • Security Type
    Convertible Note
  • Valuation Cap
    US $15,000,000
  • Market Landscape

    Global Retail Point-of-Sale Market Size Forecast, 2020 - 2026

    (Source: ReportLinker, Globe News Wire)

    As Redrock Biometrics targets new potential markets, including age verification and pharmacy/prescription pick-up, its PalmID technology will naturally expand beyond the current Point-of-Sale (POS) terminals market.

    We believe PalmID can be relevant across various areas of Retail Technology.  Redrock's technology has many potential use cases,  with initial targets including Payments, Loyalty Programs, Age Verification, and Pharmacy/Prescription Pick-up. Potential retail customers can range from Convenience (C-Stores), Grocery Stores, and Retail Chains to Gas Stations, Coffee Shops, and Restaurants.

    In 2021, the Global POS Market Size is estimated to be over $17B, but we believe this represents only a fraction of the market where PalmID will have a presence as new markets start developing traction with palm technology. (Source: ReportLinker, Globe News Wire)

    We believe PalmID has limited direct competition, because our team at Redrock Biometrics was able to design, substantiate, and utilize a novel and patented technology in palm recognition.  Our indirect competitors for payments include  currently common Card-Present terminals, Amazon, and Fujitsu. We think the PalmID technology is the most convenient solution for users, allowing them to verify age in order to buy liquor, get their pharmacy prescriptions, pay, and validate parking tickets, all with just one registration of their palm.  Additionally, PalmID can work with mobile phones, which will allow users to register their palms on their phones and check out once they're at the merchant without any additional scan required.

    Risks and Disclosures

    The development and commercialization of the Company’s products and services are highly competitive. It faces competition with respect to any products and services that it may seek to develop or commercialize in the future. Its competitors include major companies worldwide. The market is an emerging industry where new competitors are entering the market frequently. Many of the Company’s competitors have significantly greater financial, technical and human resources and may have superior expertise in research and development and marketing approved services and thus may be better equipped than the Company to develop and commercialize services. These competitors also compete with the Company in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, the Company’s competitors may commercialize products more rapidly or effectively than the Company is able to, which would adversely affect its competitive position, the likelihood that its services will achieve initial market acceptance and its ability to generate meaningful additional revenues from its products and services.

    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 biometrics space. Additionally, the product may be in a market where customers will not have brand loyalty.

    Failure to obtain new clients or renew client contracts on favorable terms could adversely affect results of operations. The Company may face pricing pressure in obtaining and retaining their clients. Their clients may be able to seek price reductions from them when they renew a contract, when a contract is extended, or when the client’s business has significant volume changes. Their clients may also reduce services if they decide to move services in-house. On some occasions, pricing pressure results in lower revenue from a client than what the Company had anticipated based on their previous agreement with that client. This reduction in revenue could result in an adverse effect on their business and results of operations.

    Further, failure to renew client contracts on favorable terms could adversely affect the Company's business. The Company's contracts with clients generally run for several years and include liquidated damage provisions that provide for early termination fees. Terms are generally renegotiated prior to the end of a contract’s term. If they are not successful in achieving a high rate of contract renewals on favorable terms, their business and results of operations could be adversely affected.

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

    The Company conducts business in a regulated industry and if it fails to comply with these laws and government regulations, it could incur penalties or be required to make significant changes to its operations or experience adverse publicity, which could have a material adverse effect on its business, financial condition, and results of operations. The industry is heavily regulated and closely scrutinized by federal, state, and local governments. Comprehensive statutes and regulations govern the manner in which the Company provides and bills for services and collects reimbursement from governmental programs and private payors, contractual relationships with Providers, vendors and Clients, marketing activities, and other aspects of its operations. Because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of the Company’s business activities could be subject to challenge under one or more of such laws. Achieving and sustaining compliance with these laws may prove costly. Failure to comply with these laws and other laws can result in civil and criminal penalties such as fines, damages, overpayment recoupment loss of enrollment status, and exclusion from certain programs. The risk of the Company being found in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are sometimes open to a variety of interpretations. The Company’s failure to accurately anticipate the application of these laws and regulations to the business or any other failure to comply with regulatory requirements could create liability and negatively affect the business. Any action against the Company for violation of these laws or regulations, even if they successfully defend against it, could cause them to incur significant legal expenses, divert management's attention from the operation of the business, and result in adverse publicity.

    The Company relies heavily on its technology and intellectual property, but it may be unable to adequately or cost-effectively protect or enforce its intellectual property rights, thereby weakening its competitive position and increasing operating costs. To protect its rights in its services and technology, the Company relies on a combination of copyright and trademark laws, patents, trade secrets, confidentiality agreements with employees and third parties, and protective contractual provisions. It also relies on laws pertaining to trademarks and domain names to protect the value of its corporate brands and reputation. Despite efforts to protect its proprietary rights, unauthorized parties may copy aspects of its services or technology, obtain and use information, marks, or technology that it regards as proprietary, or otherwise violate or infringe its intellectual property rights. In addition, it is possible that others could independently develop substantially equivalent intellectual property. If the Company does not effectively protect its intellectual property, or if others independently develop substantially equivalent intellectual property, its competitive position could be weakened.

    Effectively policing the unauthorized use of its services and technology is time-consuming and costly, and the steps it takes may not prevent misappropriation of its technology or other proprietary assets. The Company's efforts to protect its proprietary rights may not be sufficient or effective, and unauthorized parties may copy aspects of its services, use similar marks or domain names, or obtain and use information, marks, or technology that it regards as proprietary. The Company may have to litigate to enforce its intellectual property rights, to protect trade secrets, or to determine the validity and scope of others’ proprietary rights, which are sometimes not clear or may change. Litigation can be time consuming and expensive, and the outcome can be difficult to predict.

    The Company may not be successful in obtaining further issued patents. The Company's success depends significantly on their ability to obtain, maintain, and protect their proprietary rights to the technologies used in their services. The Company has filed provisional patent applications; and filing a provisional patent application only indicates that they are pursuing protection, but the scope of protection, or whether a patent will even be granted, is still undetermined. The Company is not currently protected from their competitors. Moreover, any patents issued to them may be challenged, invalidated, found unenforceable or circumvented in the future. Any intellectual enforcement efforts the Company seeks to undertake, including litigation, could be time-consuming and expensive and could divert management’s attention.

    Manufacturing or design defects, unanticipated use of the Company's products, or inadequate disclosure of risks relating to the use of the products could lead to injury or other adverse events. These events could lead to recalls or safety alerts relating to its products (either voluntary or required by governmental authorities) and could result, in certain cases, in the removal of a product from the market. Any recall could result in significant costs as well as negative publicity that could reduce demand for its products. Personal injuries relating to the use of its products could also result in product liability claims being brought against the Company. In some circumstances, such adverse events could also cause delays in new product approvals. Similarly, negligence in performing its services can lead to injury or other adverse events.

    The Company is subject to rapid technological change and dependence on new product development. Their industry is characterized by rapid and significant technological developments, frequent new product introductions and enhancements, continually evolving business expectations and swift changes. To compete effectively in such markets, the Company must continually improve and enhance its products and services and develop new technologies and services that incorporate technological advances, satisfy increasing customer expectations and compete effectively on the basis of performance and price. Their success will also depend substantially upon the Company's ability to anticipate, and to adapt its products and services to its collaborative partner’s preferences. There can be no assurance that technological developments will not render some of its products and services obsolete, or that they will be able to respond with improved or new products, services, and technology that satisfy evolving customers’ expectations. Failure to acquire, develop or introduce new products, services, and enhancements in a timely manner could have an adverse effect on their business and results of operations. Also, to the extent one or more of their competitors introduces products and services that better address a customer’s needs, their business would be adversely affected.

    The Company's business could be negatively impacted by cybersecurity threats, attacks, and other disruptions. Like others in its industry, the Company continues to face advanced and persistent attacks on its information infrastructure where it manages and stores various proprietary information and sensitive/confidential data relating to its operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack its products or otherwise exploit any security vulnerabilities. These intrusions sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs. Experienced computer programmers and hackers may be able to penetrate the Company's network security and misappropriate or compromise its confidential information or that of its customers or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that the Company produces or procure from third parties may contain defects in design or manufacture, including "bugs" and other problems that could unexpectedly interfere with the operation of the information infrastructure. A disruption, infiltration or failure of the Company's information infrastructure systems or any of its data centers as a result of software or hardware malfunctions, computer viruses, cyber attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect the business.

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

    Through its operations, the Company collects and stores certain personal information that customers provide to purchase products or services, enroll in promotional programs, register on the web site, or otherwise communicate and interact with the Company. The Company may share information about such persons with vendors that assist with certain aspects of their business. Security could be compromised and confidential customer or business information misappropriated. Loss of customer or business information could disrupt the Company's operations, damage their reputation, and expose them to claims from customers, financial institutions, payment card associations and other persons, any of which could have an adverse effect on their business, financial condition and results of operations. In addition, compliance with tougher 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.

    The use of individually identifiable data by the Company's business, their business associates and third parties is regulated at the state, federal, and international levels. Costs associated with information security – such as investment in technology, the costs of compliance with consumer protection laws and costs resulting from consumer fraud – could cause the Company's business and results of operations to suffer materially. Additionally, the success of the Company's online operations depends upon the secure transmission of confidential information over public networks, including the use of cashless payments. The intentional or negligent actions of employees, business associates or third parties may undermine the Company's security measures. As a result, unauthorized parties may obtain access to the Company's data systems and misappropriate confidential data. There can be no assurance that advances in computer capabilities, new discoveries in the field of cryptography or other developments will prevent the compromise of the Company's customer transaction processing capabilities and personal data. If any such compromise of its security or the security of information residing with the Company's business associates or third parties were to occur, it could have a material adverse effect on the Company's reputation, operating results, and financial condition. Any compromise of the Company's data security may materially increase the costs the Company incurs to protect against such breaches and could subject the Company to additional legal risk.

    The Company does not hold regular board meetings. Although the Company is not legally required to conduct regular board meetings, holding these regular meetings can play a critical role in effective management and risk oversight. Regular board meetings can help ensure that management’s actions are consistent with corporate strategy, reflective of the culture of the business, and in line with the organization’s risk tolerance. There is no guarantee that the Company will hold regular board meetings in the future. The Company has confirmed that they do have board resolutions supporting all major decisions.

    The Company’s Board does not keep meeting minutes from its meetings. Though the Company is a Delaware Corporation and Delaware does not legally require its corporations to record and retain meeting minutes, the practice of keeping board minutes is critical to maintaining good corporate governance. Minutes of meetings provide a record of corporate actions, including director and officer appointments and board consents for issuances, and can be helpful in the event of an audit or lawsuit. These record-keeping practices can also help to reduce the risk of potential liability due to failure to observe corporate formalities, and the failure to do so could negatively impact certain processes, including but not limited to the due diligence process with potential investors or acquirers. There is no guarantee that the Company’s board will begin keeping board meeting minutes.

    The Company’s cash position is relatively low. The Company currently has approximately $105,000 in cash balances as of September 30, 2021. This equates to approximately 3-4 months of runway. The Company believes that it is able to continue extracting cash from sales and a growing client base to extend its 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 has not filed a Form D for its prior offering of securities. 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 minor risk that a late penalty could apply.

    The Company has an outstanding EIDL loan that is secured debt. The Company received cash proceeds from the issuance of a $87,100 EIDL loan, and this is held as secured debt against the company. The EIDL loan bears interest at 3.75% and matures July 2050. Principal payments start 12 months from the date of issuance. The note requires monthly payments of $425 over the life of the loan starting on the one‐year anniversary. This may require the Company to dedicate a substantial portion of its cash flow from operations or the capital raise to pay principal of, and interest on, indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, or other general corporate purposes, or to carry out other business strategies. The loan is guaranteed by collateral of company assets. In addition, the terms of the loan clarify that upon any event of default, the lender may declare any portion of the loan to be immediately due and payable. The loan is secured with a continuing security interest in all the Company’s assets.

    The Company has outstanding Convertible Debt. The Company has outstanding Convertible Notes worth a total $1,510,000 of principal. During fiscal year 2020, the Company issued a total of five convertible equity securities for cash proceeds of $610,000 and also paid back $200,000 of principal in full. During fiscal year 2019, the Company issued a total of four convertible equity securities for cash proceeds of $300,000, with the remaining principal for Notes that were issued in 2018. During the years ended December 31, 2020 and 2019, no principal or accrued interest has been converted per these agreements. The notes bear interest at 6% per annum and all securities are convertible into shares of preferred stock of the Company upon the Company receiving cash from a “Qualified Financing” at a conversion price equal to 75% of the per share price for the equity securities paid by the investors in the Qualified Financing.

    The Company has outstanding Simple Agreements for Future Equity (SAFEs). During fiscal year 2021, the Company received funds of $100,000 from the issuance of a SAFE agreement with a strategic partner. The SAFE is convertible into preferred or common stock of the company in a future financing event at a conversion price equal to a post-money valuation cap of $7,500,000 divided by the capitalization of the company at such event.

    The Company has depended on a limited number of customers for a majority of its revenue in past fiscal years. As the company has developed their client-base, a limited number of customers has made up a majority of its revenue. During fiscal year 2020, a total of 53% of the Company’s revenue was concentrated among four customers. During fiscal year 2019, when the company was at an earlier stage and focused more so on research and development, approximately 80% of the Company’s total revenue was concentrated among four customers. As the company enacts its go-to-market strategy, their client base is expected to expand, as is the revenue distribution amongst its clients. If the Company fails to retain or expand its customer relationships, or if its key customers cancel or reduce their purchase commitments, its revenue could decline significantly. As a result of this customer concentration, the Company’s revenue could fluctuate materially and could be materially and disproportionately impacted by purchasing decisions of its significant customer. In the future, any significant customer may alter their purchasing patterns at any time with limited notice, or may decide not to continue to purchase the Company’s solutions at all, which could cause its revenue to decline materially and materially harm its financial condition and results of operations. If the Company is not able to diversify its customer base, it will continue to be susceptible to risks associated with customer concentration.

    The auditing CPA has included a “going concern” note in the Audited Financials. The audited financial statements have been prepared by an independent CPA assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred certain losses from inception as it has developed which, among other factors, raises substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon management's plans to raise additional capital from the issuance of debt or the sale of stock, its ability to commence profitable sales of its flagship product, and its ability to generate positive operational cash flow. The audited financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.

    The Company has participated in Related Party Transactions. During fiscal year 2020, the Company received cash proceeds of $610,000 from issued convertible note agreements to related parties. Also during fiscal year 2020, the Company received cash payment of $23,000 from an issued loan to a related party. This loan is due back to the related party with a $1,000 flat-rate interest charge. During fiscal year 2019, the Company issued 55,000 stock options to a related party.

    The outbreak of the novel coronavirus, COVID-19, has adversely impacted global commercial activity and contributed to significant declines and volatility in financial markets. The coronavirus pandemic and government responses are creating disruption in global supply chains and adversely impacting many industries. The outbreak could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate material adverse impact of the novel coronavirus. Nevertheless, the novel coronavirus presents material uncertainty and risk with respect to the Funds, their performance, and their financial results.

    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 be 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.

    Redrock Biometrics'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 Redrock Biometrics'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 $5 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 Redrock Biometrics
    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 Redrock Biometrics. Once Redrock Biometrics accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Redrock Biometrics in exchange for your securities. At that point, you will be a proud owner in Redrock Biometrics.

    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. Your accredited investor status
    5. Social Security Number or passport
    6. ABA bank routing number and checking account number (typically found on a personal check or bank statement) or debit card information, unless paying via a Wire transfer.

    How much can I invest?

    Non-accredited investors are limited in the amount that he or she may invest in a Reg CF offering during any rolling 12-month period:

    • If either the annual income or the net worth of the investor is less than $107,000, the investor is limited to the greater of $2,200 or 5% of the greater of his or her annual income or net worth.
    • If the annual income and net worth of the investor are both greater than $107,000, the investor is limited to 10% of the greater of his or her annual income or net worth, to a maximum of $107,000.

    Separately, Redrock Biometrics has set a minimum investment amount of US $999.

    Accredited investors do not have any 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 Redrock Biometrics does not plan to list these securities on a national exchange or another secondary market. At some point Redrock Biometrics 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 Redrock Biometrics 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 Redrock Biometrics'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 Redrock Biometrics's Form C. The Form C includes important details about Redrock Biometrics'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 prior to the offering end date or an earlier date set by the company. You will be sent a notification at least five business days prior to a closing that is set to occur earlier than the original stated end date giving you an opportunity to cancel your investment if you have 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 account's portfolio page by clicking your profile icon in the top right corner.

    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 account's portfolio page by clicking your profile icon in the top right corner.