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Invest in ScentBox

Monthly subscription service for designer fragrances

  • $24,507Amount raised
  • $1,000Minimum
  • $9,000,000Pre-Money valuation

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

ScentBox 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 ScentBox 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 $3mm in 2018 revenue with 200% revenue growth from 2017 to 2018 (unaudited)
  • 325K average monthly revenue from September 2018 to January 2019 (unaudited)
  • Over 22K active members since inception in 2017 and currently adding ~3K new member per month (new sign ups, not net)
  • Shipped over 260K boxes across the U.S. since inception
  • Founders each have over 20 years of experience in the fragrance industry

Fundraise Highlights

  • Total Amount Raised: US $24,507
  • Total Round Size: US $1,000,000
  • Raise Description:  Seed
  • Minimum Investment:  US $1,000 per investor
  • Security Type:  Preferred Equity
  • Pre-Money Valuation:  US $9,000,000
  • Offering Type:   Side by Side Offering

Changing the way people try, buy and use designer fragrances. Saving members money by allowing them to try before wasting money buying expensive full size bottles.


Designer fragrances cost too much! And with over 1,000 new fragrances launched each year, it's becoming increasingly difficult and expensive to sample a variety of different fragrances.

ScentBox allows members to easily discover new scents and receive a 30-day supply for just $14.95/mo. They choose from over 800 designer fragrances and fill up their monthly fragrance calendar with the fragrances they want to receive each month.

Our service allows members to expand their fragrance library like never before. Gone are the days where people just have 1 signature fragrance. They want fragrances for different seasons, day, evening, etc. ScentBox allows them to do that economically.

Product & Service

ScentBox is a monthly subscription service for designer fragrances. Each month members choose a 30-day supply of a new designer fragrance that we'll send right to their door (0.27 oz, 4 sprays a day for 31 days). No annoying fragrance counters at the mall; no buying big expensive bottles that they later realize they can't stand.
With over 800 original designer fragrances, members have access to a large inventory that will allow them to really expand their fragrance library. Including some premium high-end fragrances that are just not affordable otherwise. 

Four types of monthly subscription plan options:

  • Standard Plan - Choose 1 designer fragrance per month for $14.95/mo
  • Deluxe Plan - Choose 2 designer fragrances per month for $24.95/mo
  • Premium Plan - Choose 1 designer fragrance per month with access to 275+ premium fragrances for $19.95/mo
  • Ultra Premium Plan - Choose 2 designer fragrances per month with access to 275+ premium fragrances for $32.95/mo

Current member base: 

  • 66% women
  • 34% men
  • Age range of 18-65, with 25-34 being the most dominant age group.

Competitive advantages:

  • Free exchanges every month
  • One of the largest selection of fragrances - over 800 designer fragrances to choose from
  • Founders have 20 Years of Experience In the Online Fragrance Space
  • We include a full atomizer case each month. Competitors only give you an outer case the first month, then future months you only receive the glass vial that you have to swap out with your original case.

How we make money: 

  • Monthly Subscription Dues
  • Members Can Buy Full Size Bottles Through Our Site
  • Gift Subscriptions (Very Popular During Holiday Periods)

Team Story

Meet the Scent Bros, two brothers from Southern California who joined together to create ScentBox.com. With over 20 years of experience in the online fragrance space, we've got the experience to grow this business into something special, while avoiding the pitfalls that are common among startups. We have been able to see really strong growth in terms of member base and revenue. Doing our own in-house fulfillment is key to improving customer satisfaction and reducing churn, and our years of experience has helped us leverage this into strong growth.

Les has 20+ years logistics & fulfillment experience and handles all aspects of warehouse and fulfillment management, including streamlining and automation processes.

Craig has 20+ years site development and marketing experience in the online fragrance space. He is directly involved in all aspects of site development and online marketing.

Founders and Officers

20+ years logistics & fulfillment experience. Masters in Psychology from Chapman University, 1992. Day to day duties include improving warehouse and fulfillment efficiencies, long term strategic vision, and day to day operations.

Les DuAlba

CEO

20+ years logistics & fulfillment experience. Masters in Psychology from Chapman University, 1992. Day to day duties include improving warehouse and fulfillment efficiencies, long term strategic vision, and day to day operations.

20+ years site development and marketing experience in the online fragrance space. MBA from CSULB 1999, with a concentration in information systems. Day to day duties include optimizing current marketing channels, finding new cost-effective marketing opportunities, and developing new site features that will encourage more "stickiness" and consumer satisfaction.

Craig DuAlba

CTO

20+ years site development and marketing experience in the online fragrance space. MBA from CSULB 1999, with a concentration in information systems. Day to day duties include optimizing current marketing channels, finding new cost-effective marketing opportunities, and developing new site features that will encourage more "stickiness" and consumer satisfaction.

Q&A with the Founder

  • When were you founded and incorporated? Please explain if these events were more than 6 months apart.

    Started operation in 2016, ScentBox was initially funded by one of our other companies and run as a DBA. but once we gained a little traction we created the LLC and ran it as a separate business, We've now converted to a Delaware c-corp in 2019.

  • What are current and expected post-raise founder salaries?
    $1250/each every 2 weeks currently; $2000/each every 2 weeks post-raise.
  • Please outline your customer acquisition strategy.
    Paid search, Affiliate marketing, Paid Social, and Relations with Influencers
  • Please detail your month-to-month user growth.

    We have been recently signing up over 3000 new members per month (new sign ups, not net). We're currently at 22K active members and over 60K have joined since startup.

  • Please detail your supply chain, manufacturing, and distribution.
    Purchase from large fragrance distributors, repackage in-house, and ship direct to consumer.
  • The Q&A with the Founder is based on due diligence activities conducted by SI Securities, LLC. The verbal and/or written responses transcribed above may have been modified to address grammatical, typographical, or factual errors, or by special request of the company to protect confidential information.

    Term Sheet

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

    Fundraising Description

  • Round type:
    Seed

  • Round size:
    US $1,000,000

  • Raised to date:
    US $24,507
    US $24,507 (under Reg CF only)

  • Minimum investment:
    US $1,000

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

  • Security Type:
    Preferred Equity

  • Share price:
    US $2.1200

  • Pre-money valuation:
    US $9,000,000

  • Is participating?:
    False

  • Liquidation preference:
    1.0x
  • Additional Terms

  • 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.


  • Custody of Shares

    Investors who invest $100,000 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. 


  • Closing conditions:
    While ScentBox has set an overall target minimum of US $500,000 for the round, ScentBox 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 ScentBox'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

    Investor Perks

    • First 50 Investors - Receive a 6-Month Premium Gift Subscription 
    • Invest $2,500 - Receive a 3-Month Premium Gift Subscription 
    • Invest $5,000 - Receive a 6-Month Premium Gift Subscription 
    • Invest $10,000 - Receive a 12-Month Premium Gift Subscription 
    • Invest $25,000 - Private Q & A With Founders 
    • Invest $100,000 - Private Q & A With Founders & Tour Of Facilities

    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

    ScentBox is a subscription-based perfume sales company. Members choose a one-month supply of a fragrance each month and have the option to buy full-size bottles.

    As of December 2017, the Company has incurred losses from inception of approximately $81,505 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 accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.

    Revenue Recognition

    The Company recognizes revenue only when all of the following criteria have been met:

    • Persuasive evidence of an arrangement exists;
    • Delivery has occurred or services have been rendered;
    • The fee for the arrangement is fixed or determinable; and
    • Collectability is reasonably assured.

    As of December 31, 2017, there was an outstanding balance owed by related-party Candlebay LLC to the Company in the amount of $99,801. As of December 31, 2017, there was an outstanding balance owed to related-party Perfume Emporium Inc. by the Company in the amount of $174,274. As both of these entities are owned by the members of the Company, the net amount of $74,473 has been reported as a related-party liability in the balance sheet.

    The trademark for ScentBox Inc was filed by the related party Candlebay LLC. This trademark was published for opposition on April 4, 2017 and received an opposition. The founders does not want to transfer the trademark from Candlebay LLC to the Company until this matter is resolved. There is no guarantee that the Company will own the word mark “SCENTBOX”.

    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 $48,000 in cash on hand as of January 31, 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.

    Market Landscape

    Size of Global Fragrance, Deodorant, and Antiperspirant Market 


    The overall market for fragrance is strong with a global market of over $37B. Our concept of fragrance exploration is a new method for consumers to discover fragrances they love, we're "re-imagining" fragrances for the new & current generation. Millennials and the younger demographic in general have really taken to this new concept, allowing them to expand their fragrance library at an economical cost. In the last 5 years especially we've seen a lot of growth in men wearing more fragrance and wearing it daily; our member base is 34% men.

    There is competition and there will be stronger competition in the coming years as fragrance companies realize the benefit this type of service provides. We're positioning ourselves now to differentiate our service from others. Our direct competitors in this new space are Scentbird, Olfactiv, Luxury Scent Box and Debonair Scent. We feel our company fits in well with consumer trends of wanting to wear more different types of scents and exploring niche brands at an affordable cost. Many consumers don't have the ability to buy full size bottles of the many fragrances they would love to try -- this is where our service is able to provide the opportunity for them to wear fragrances they would otherwise be unable to afford.

    Risks and Disclosures

    Risks Related to the Company’s Business and Industry

    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, this pricing pressure results in lower revenue from a client than 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 have an adverse effect on their 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 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 fragrance 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’s projections are aggressive. 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’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 are 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 may face difficulties in obtaining capital. The Company may have difficulty raising needed capital in the future as a result of, among other factors, its lack of delivery-ready product and revenues from sales, as well as the inherent business risks associated with the company and present and future market conditions. The business currently does not generate any sales and future sources of revenue may not be sufficient to meet its future capital requirements. The Company will require additional funds to execute its business strategy and conduct operations. If adequate funds are unavailable, the Company may be required to delay, reduce the scope of or eliminate one or more of its product launches or marketing efforts, any of which may materially harm its business, financial condition and results of operations

    Cyclical and seasonal fluctuations in the economy, may have an effect on our business. Both cyclical and seasonal fluctuations in internet usage may affect our business. Internet usage generally slows during the summer months, and queries typically increase significantly in the fourth quarter of each year. These seasonal trends may cause fluctuations in our quarterly results, including fluctuations in revenues.

    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 Craig DuAlba and Les DuAlba. 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. Further, Craig DuAlba and Les DuAlba are brothers. This could introduce unique risks, given the idiosyncrasies of interpersonal relationships. Interpersonal issues such as fights or severe disruption in a familial relationship could disrupt the day-to-day operation of the business, and could negatively impact the financial position of the Company.

    The Company does not have an employment contract in place with its team members. Employment agreements typically provide protections to the Company in the event of the employee’s departure, specifically addressing who is entitled to any intellectual property created or developed by those employees in the course of their employment and covering topics such as non-competition and non-solicitation. As a result, if the team members were to leave the Company, the Company might not have any ability to prevent their direct competition, or have any legal right to intellectual property created during their employment. There is no guarantee that an employment agreement will be entered into.

    The Company has conducted related-party transactions. As of December 31, 2017, there was an outstanding balance owed by related-party Candlebay LLC to the Company in the amount of $99,801. As of December 31, 2017, there was an outstanding balance owed to related-party Perfume Emporium Inc. by the Company in the amount of $174,274. As both of these entities are owned by the members of the Company, the net amount of $74,473 has been reported as a related-party liability in the balance sheet. Additionally, the trademark for ScentBox Inc was filed by the related party Candlebay LLC. This trademark was published for opposition on April 4, 2017. A company with a similar name, “Luxury Scent Box”, (“LSB”) filed an opposition to the trademark, and LSB also threatened legal action. Candlebay LLC and LSB decided to enter into a Trademark Coexistence Agreement as of August 27, 2018 as a resolution to this trademark dispute. Candlebay LLC has yet to successfully register its trademark and there is no guarantee that this trademark will ever be registered. There is no guarantee that ScentBox Inc will own the word mark “SCENTBOX”.

    The Company has outstanding liabilities. The Company has on going credit with suppliers (over thirty) and currently runs about $100,000 in liabilities to those suppliers in the form of vendor credit.

    The Company has not filed a Form D for its SAFE Note offering from January 2019. 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 has a SAFE in the principal amount of $100,000 outstanding. Such SAFE will convert into approximately 240,000 shares of Series Seed Preferred Stock at the closing of this Combined Offering. In addition, SI Securities, LLC shall receive an amount of Series Seed Preferred Stock as commission equal to 5% of the total securities sold in this Combined Offering.


    Risks Related to the Securities

    The Series Seed Preferred Stock will not be freely tradable until one year from the initial purchase date. Although the Series Seed Preferred Stock may be tradable under federal securities law, state securities regulations may apply and each Purchaser should consult with his or her attorney. You should be aware of the long-term nature of this investment. There is not now and likely will not be a public market for the Series Seed Preferred Stock. Because the Series Seed Preferred Stock have not been registered under the 1933 Act or under the securities laws of any state or non-United States jurisdiction, the Series Seed Preferred Stock have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the 1933 Act or other securities laws will be effected. Limitations on the transfer of the Series Seed Preferred Stock may also adversely affect the price that you might be able to obtain for the Series Seed Preferred Stock in a private sale. Purchasers should be aware of the long-term nature of their investment in the Company. Each Purchaser in this Offering will be required to represent that it is purchasing the Securities for its own account, for investment purposes and not with a view to resale or distribution thereof.

    A majority of the Company is owned by a small number of owners. Prior to the Offering the Company’s current owners of 20% or more beneficially own up to 100% of the Company. Subject to any fiduciary duties owed to our other owners or investors under Delaware law, these owners may be able to exercise significant influence over matters requiring owner approval, including the election of directors or managers and approval of significant Company transactions, and will have significant control over the Company’s management and policies. Some of these persons may have interests that are different from yours. For example, these owners may support proposals and actions with which you may disagree. The concentration of ownership could delay or prevent a change in control of the Company or otherwise discourage a potential acquirer from attempting to obtain control of the Company, which in turn could reduce the price potential investors are willing to pay for the Company. In addition, these owners could use their voting influence to maintain the Company’s existing management, delay or prevent changes in control of the Company, or support or reject other management and board proposals that are subject to owner approval.

    Your ownership of the shares of preferred stock may be subject to dilution. Non-Major Purchasers (as defined below) of preferred stock do not have preemptive rights. If the Company conducts subsequent offerings of preferred stock or Securities convertible into preferred stock, issues shares pursuant to a compensation or distribution reinvestment plan or otherwise issues additional shares, investors who purchase shares in this Offering who do not participate in those other stock issuances will experience dilution in their percentage ownership of the Company’s outstanding shares. Furthermore, Purchasers may experience a dilution in the value of their shares depending on the terms and pricing of any future share issuances (including the shares being sold in this Offering) and the value of the Company’s assets at the time of issuance.

    The value of your preferred stock may be diluted if the company issues options after this offering. No unallocated post-money option pool has been included in the calculation of the share price. Inclusion of an unallocated option pool protects shareholders from suffering immediate dilution when a company issues options as compensation to employees after a financing. If the Company issues additional options after this Combined Offering, it will dilute the value of Series Seed Preferred Shares.

    You will be bound by an investor proxy agreement, which limits your voting rights. All Non-Major Purchasers of Series Seed Preferred Stock will be bound by an investor proxy agreement. This agreement will limit your voting rights and at a later time may require you to convert your future preferred shares into common shares without your consent. Non-Major Purchasers will be bound by this agreement, unless Non-Major Purchasers holding a majority of the principal amount outstanding of the Series Seed Preferred Stock held by Non-Major Purchasers vote to terminate the agreement.

    The Securities will be equity interests in the Company and will not constitute indebtedness. The Securities will rank junior to all existing and future indebtedness and other non-equity claims on the Company with respect to assets available to satisfy claims on the Company, including in a liquidation of the Company. Additionally, unlike indebtedness, for which principal and interest would customarily be payable on specified due dates, there will be no specified payments of dividends with respect to the Securities and dividends are payable only if, when and as authorized and declared by the Company and depend on, among other matters, the Company’s historical and projected results of operations, liquidity, cash flows, capital levels, financial condition, debt service requirements and other cash needs, financing covenants, applicable state law, federal and state regulatory prohibitions and other restrictions and any other factors the Company’s board of directors deems relevant at the time. In addition, the terms of the Securities will not limit the amount of debt or other obligations the Company may incur in the future. Accordingly, the Company may incur substantial amounts of additional debt and other obligations that will rank senior to the Securities.

    There can be no assurance that we will ever provide liquidity to Purchasers through either a sale of the Company or a registration of the Securities. There can be no assurance that any form of merger, combination, or sale of the Company will take place, or that any merger, combination, or sale would provide liquidity for Purchasers. Furthermore, we may be unable to register the Securities for resale by Purchasers for legal, commercial, regulatory, market-related or other reasons. In the event that we are unable to effect a registration, Purchasers could be unable to sell their Securities unless an exemption from registration is available.

    The Company does not anticipate paying any cash dividends for the foreseeable future. The Company currently intends to retain future earnings, if any, for the foreseeable future, to repay indebtedness and to support its business. The Company does not intend in the foreseeable future to pay any dividends to holders of its shares of preferred stock.

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

    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.

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


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