Retail brand using artificial intelligence to deliver affordable custom clothing

Sene 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 5.00% 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

  • Over $4.3M in total revenue since company relaunch (May 2019 to Oct 2021), with under $800K of outside capital raised (unaudited)
  • Achieved over $3.9M revenue run rate since end of Q2 2021 (July to October), with a 17% MoM average growth in 2021 (unaudited)
  • Achieved 12% e-commerce refund rate in TTM (October 2020 to September 2021), which is up to 3x better than industry average of 30% (according to Shopify)
  • Key investors include CEO of United Entertainment Group, former Head of Strategy of Nike, former Chief Digital Officer and SVP of Connected Devices at Under Armour, and Chief Creative Officer of Petrol
  • Board of advisors include Adidas's former Chief Supply Chain Officer, IDEO's former Managing Director, and Alexander Wang's former CMO

Fundraise Highlights

  • Total Amount Raised: US $583,392
  • Total Round Size: US $2,000,000
  • Raise Description:  Seed-2
  • Minimum Investment:  US $1,000 per investor
  • Security Type:  Preferred Equity
  • Pre-Money valuation :  US $12,000,000
  • Offering Type:   Side by Side Offering

Traditional retail is messy. Consumers search through thousands of brands to find clothes that fit. Sene meets people where they are - using powerful AI technology to create affordable custom clothing that fits everyone, delivered to your door.

The apparel industry hasn’t changed much since the standard size system was created in the early 1990s. Customers still sort through thousands of brands to find the right fit, since fashion brands can only mass-produce a limited range of sizes.

Retail’s approach of “A Few Sizes Fits All” has made finding clothes that fit a frustrating guessing gameAs a result, half of online shoppers expect to return their order. Consequently, brands lose 30% of online revenue from returns, with the #1 reason being fit issues. 

This also makes fashion one of the most wasteful industries, with $5B worth of clothing thrown away each year.

At Sene, we use artificial intelligence to generate unique custom sizes that fit perfectly and deliver them to your home. Since we relaunched in May 2019, we have achieved over $4.3M in total revenue (through October 2021) with less than $800K of outside capital raised (unaudited).

This proprietary platform is called SmartFit and powers a state of the art supply chain that combines just-in-time manufacturing with data science. The AI is concealed in a refreshingly simple customer experience:

  • Take Sene’s SmartFit Quiz in 60 seconds - no measuring needed
  • We generate one-of-a-kind sizes instantly
  • Garments are cut from scratch and delivered in two weeks
  • Orders are covered by Sene’s 60 Day Guarantee, which includes unlimited remakes, alterations, and returns

Most custom clothiers measure in-person and only offer men’s dress clothing, Sene’s technology enables remote home fittings without getting up from your couch. For more detail, visit the market landscape section. We’ve rolled out an influencer platform that makes it easier to partner with top talent to create custom SKUs. Our first collaboration with Peloton instructor Emma Lovewell has been a success and  as we look to 2022, we look forward to additional partnership opportunities. 

Pitch Deck

Media Mentions

The Team

Founders and Officers

Ray is passionate about using design to solve business challenges. 

At Sene, Ray is responsible for product, marketing, brand and UX.

He previously led global rebrands at Interbrand for tech and CPG companies and won a Rebrand100 award. 

Before that Ray was at Deloitte Consulting managing global technology transformations. 

Ray is a Cornell University graduate and a member of the Sphinx Head Society. 

Ray Li


Ray is passionate about using design to solve business challenges. 

At Sene, Ray is responsible for product, marketing, brand and UX.

He previously led global rebrands at Interbrand for tech and CPG companies and won a Rebrand100 award. 

Before that Ray was at Deloitte Consulting managing global technology transformations. 

Ray is a Cornell University graduate and a member of the Sphinx Head Society. 

Mark Zheng


Mark is passionate about using data to design creative solutions.

At Sene, Mark is responsible for data science, operations, production and finance.

Mark brings his previous expertise in creating complex valuation models for the healthcare industry. Mark hails from Michigan and is a University of Michigan graduate.

Mark Zheng


Mark is passionate about using data to design creative solutions.

At Sene, Mark is responsible for data science, operations, production and finance.

Mark brings his previous expertise in creating complex valuation models for the healthcare industry. Mark hails from Michigan and is a University of Michigan graduate.

Notable Advisors & Investors

Jarrod Moses

Investor, CEO of United Entertainment Group

Josh Proctor

Investor, CFO of Golden State Warriors, Nike's fmr Head Of Strategy NA

Albert Lee

Investor, Under Armour's fmr Chief Digital Officer, MyFitnessPal's founder & CEO

Alan Hunter

Investor, Chief Creative Officer, Petrol

Steve Asbell

Investor, 20th Century Fox, EVP of Production

Dave Lu

Investor, Hyphen Capital, Founder

Eden Chen

Investor, CEO of Pragma

Frida Bailey

Advisor, Adidas, fmr Chief Supply Chain Officer

Anjali Lewis

Advisor, Alexander Wang, former CMO

Beth Viner

Advisor, BCG Digital Ventures, Senior Partner; IDEO, fmr MD

Warit Top Tulyathorn

Advisor, Google, Retail Design Lead

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:

  • Round size:
    US $2,000,000

  • Raised to date:
    US $583,392
    US $343,392 (under Reg CF only)

  • Minimum investment:
    US $1,000

  • Target Minimum:
    US $175,000
  • Key Terms

  • Security Type:
    Preferred Equity

  • Share price:
    US $0.524

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

  • 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 Sene has set an overall target minimum of US $175,000 for the round, Sene 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 Sene's Form C.

  • Regulation CF cap:
    While Sene is offering up to US $2,000,000 worth of securities in its Seed-2, only up to US $535,000 of that amount may be raised through Regulation CF.

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

  • Use of Proceeds

    Investor Perks

    All investors will receive the following perks according to the amount invested.  Receive an Early Bird perk when you invest by Friday,  December 10th.

    $2,000 - $2,999 Investment:
    - Lifetime 10% off Sene 
    - Early Bird Perk: $50 Gift Credit

    $3,000 - $4,999 Investment:
    - $50 Gift Credit
    - Lifetime 10% off Sene
    - Early Bird Perk: Extra $100 Gift Credit

    $5,000 - $9,999 Investment: 
    - $100 Gift Credit
    - Lifetime 10% off Sene
    - Early Bird Perk: 1 Pair Of Custom Jeans/Pants ($149 Retail Value)

    $10,000 - $24,999 Investment:
    - $200 Gift Credit
    - Lifetime 15% off Sene
    - Early Bird Perk: 2 Pairs Of Custom Jeans/Pants ($298 Retail Value)

    $25,000 - $49,999 Investment:
    - $1,000 in Sene credit
    - Lifetime 35% off Sene
    - Early Bird Perk: 2 Pairs of Custom Jeans/Pants & 1 Bomber ($547 Retail Value)

    $50,000 and Above Investment:
    - $2,000 in Sene credit
    - Lifetime 50% off Sene
    Early Bird Perk: 3 Pairs of Custom Jeans/Pants + 1 Bomber ($646 Retail Value), Dinner With Ray & Mark in Los Angeles + Office Tour


    Perks will be issued once the round has closed and your investment has been funded.

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

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

    Prior Rounds

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

    Pre-Seed SAFE

  • Round Size
    US $20,000
  • Closed Date
    Nov 1, 2018
  • Security Type
    SAFE Note
  • Valuation Cap
    US $6,000,000
  • Pre-Seed

  • Round Size
    US $451,398
  • Closed Date
    Dec 20, 2019
  • Security Type
    Preferred Equity
  • Pre-Money valuation
    US $5,000,000
  • Seed SAFE

  • Round Size
    US $315,000
  • Closed Date
    May 1, 2021
  • Security Type
    SAFE Note
  • Valuation Cap
    US $12,000,000
  • Market Landscape

    Most of the world is underserved by the $1.5 trillion apparel industry. By some estimates, over 70% of people have consistent fit issues with standard size clothing, with sizing issues affecting women and men alike.

    Sene offers a business model that is radically more capital-efficient than normal retail:

    • Retailers only offer a small range of sizes and if it doesn’t fit, then it must be returned. Sene’s AI sizing is made-to-order and accommodates all shapes and sizes
    • Traditional retailers must lock in designs in advance in order to mass produce them. If they don’t sell, retailers are forced to liquidate the inventory. Sene is on-demand, approaching product like software, rapidly iterating with zero inventory risk
    • Retailers lock up significant amounts of capital in inventory, whereas Sene is able to reallocate capital toward marketing and technology because we don’t hold inventory
    • Sene has more data on consumers than other retailers because the user’s first step with Sene is to take its SmartFit, which allows us to then map every interaction with Sene across multiple touchpoints

    We believe Sene is better positioned to mainstream customized sizing compared to other custom clothiers:

    • Most custom clothiers use a tape measure. Then the process of creating a unique technical pattern is manual, taking days to weeks. Sene makes the patterning process instantaneous
    • Our AI-driven approach is superior to body scanning, which is a multi-step process prone to drop off and raises privacy concerns. SmartFit is seamless, enabling customers to create a custom size in 60 seconds from the couch
    • While custom clothiers typically focus on men who already shop custom, Sene targets people who’ve never shopped custom and serves both women and men

    Risks and Disclosures

    Failure to obtain new clients 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 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.

    The Company may raise additional capital, which may cause dilution to existing stockholders, restrict the Company’s operations or require it to relinquish rights on unfavorable terms. The Company may seek additional capital through a variety of means, including through public or private equity, debt financings or other sources, including up-front payments and milestone payments from strategic collaborations. To the extent that the Company raises additional capital through the sale of equity or convertible debt or equity securities, an investor’s ownership interest will be diluted, and the terms may include liquidation or other preferences that adversely affect shareholder rights. Such financing may result in dilution to stockholders, imposition of debt covenants, increased fixed payment obligations, or other restrictions that may affect the Company’s business.

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

    In addition, the Company's success in maintaining, extending, and expanding the Company's brand image depends on their ability to adapt to a rapidly changing media environment. The Company increasingly relies on social media and online dissemination of advertising campaigns. The growing use of social and digital media increases the speed and extent that information or misinformation and opinions can be shared. Negative posts or comments about the Company, their brands or their products on social or digital media, whether or not valid, could seriously damage their brand and reputation. If the Company does not establish, maintain, extend and expand their brand image, then their product sales, financial condition and results of operations could be adversely affected.

    Cyclical and seasonal fluctuations in the economy, in internet usage and in traditional retail shopping may have an effect on the Company. Both cyclical and seasonal fluctuations in internet usage and traditional retail seasonality may affect their 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 quarterly results, including fluctuations in revenues.

    Failure by the Company's transportation providers to deliver their products on time or at all could result in lost sales. The Company currently relies upon third-party transportation providers for a significant portion of their product shipments. The Company utilization of delivery services for shipments is subject to risks, including increases in fuel prices, which would increase their shipping costs, employee strikes, and inclement weather, which may impact the ability of providers to provide delivery services that adequately meet their shipping needs. The Company may, from time to time, change third-party transportation providers, and the Company could therefore face logistical difficulties that could adversely affect deliveries. The Company may not be able to obtain terms as favorable as those they receive from the third-party transportation providers that they currently use or may incur additional costs, which in turn would increase their costs and thereby adversely affect their operating results.

    The Company is vulnerable to fluctuations in the price and supply of ingredients, packaging materials, and freight. The Company purchases large quantities of raw materials, including ingredients such as organic raw fruits and organic vegetables. Costs of ingredients and packaging, including its bottles, are volatile and can fluctuate due to conditions that are difficult to predict, including global competition for resources, weather conditions, natural or man-made disasters, consumer demand, and changes in governmental trade and agricultural programs. Additionally, the prices of packaging materials and freight are subject to fluctuations in price. The sales prices to the Companies' customers are a delivered price. Therefore, changes in the Company's input costs could impact their gross margins. Their ability to pass along higher costs through price increases to their customers is dependent upon competitive conditions and pricing methodologies employed in the various markets in which the Company competes. To the extent competitors do not also increase their prices, customers and consumers may choose to purchase competing products or may shift purchases to lower-priced private label or other value offerings which may adversely affect the Company's results of operations. The Company buys from a variety of producers and manufacturers, and alternate sources of supply are generally available. However, the supply and price are subject to market conditions and are influenced by other factors beyond the Company's control. The Company does not have long-term contracts with many of their suppliers, and, as a result, they could increase prices or fail to deliver. The occurrence of any of the foregoing could increase their costs and disrupt their operations.

    The Company does not currently hold any intellectual property and they may not be able to obtain such intellectual property. Their ability to obtain protection for their intellectual property (whether through patent, trademark, copyright, or other IP right) is uncertain due to a number of factors, including that the Company may not have been the first to make the inventions. The Company has not conducted any formal analysis of the “prior art” in their technology, and the existence of any such prior art would bring the novelty of their technologies into question and could cause the pending patent applications to be rejected. Further, changes in U.S. and foreign intellectual property law may also impact their ability to successfully prosecute their IP applications. For example, the United States Congress and other foreign legislative bodies may amend their respective IP laws in a manner that makes obtaining IP more difficult or costly. Courts may also render decisions that alter the application of IP laws and detrimentally affect their ability to obtain such protection. Even if the Company is able to successfully register IP, this intellectual property may not provide meaningful protection or commercial advantage. Such IP may not be broad enough to prevent others from developing technologies that are similar or that achieve similar results to theirs. It is also possible that the intellectual property rights of others will bar the Company from licensing their technology and bar them or their customer licensees from exploiting any patents that issue from the pending applications. Finally, in addition to those who may claim priority, any patents that issue from the patent applications may also be challenged by competitors on the basis that they are otherwise invalid or unenforceable.

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

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

    Industry consolidation may result in increased competition, which could result in a loss of customers or a reduction in revenue. Some of the Company's competitors have made or may make acquisitions or may enter into partnerships or other strategic relationships to offer more comprehensive services or achieve greater economies of scale. In addition, new entrants not currently considered to be competitors may enter the Company's market through acquisitions, partnerships or strategic relationships. The Company expects these trends to continue as competitors attempt to strengthen or maintain their market positions. Potential entrants may have competitive advantages over the Company's operations, such as greater name recognition, longer operating histories, more varied services and larger marketing budgets, as well as greater financial, technical and other resources. Competitors that expand or vertically integrate their business may create more compelling service offerings, may offer greater pricing flexibility, or may engage in business practices that make it more difficult to compete effectively, including on the basis of price, sales and marketing programs, technology or service functionality. These pressures could result in a substantial loss of customers or a reduction in revenue.

    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 cremation market is an 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 expenses will significantly increase as they seek to execute their current business model. Although the Company estimates that it has enough runway to continue operation through the end of the 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 projects aggressive growth in 2022. If these assumptions are wrong and the projections regarding market penetration are too aggressive, then the financial forecast may overstate the Company's overall 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 cash position is relatively low. The Company currently has approximately $680K in cash balances as of November 14, 2021. The Company believes that it is able to continue extracting cash from sales 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 an outstanding EIDL loan that is secured debt. The Company has approximately $149,900 in secured debt due to this EIDL loan as of December 31, 2021. On May 5, 2020, the Company entered into a loan agreement with the U.S. Small Business Association for a COVID-19 Economic Injury Disaster Loan (EIDL) with a principal amount of $160,900. Interest accrues at the rate of 3.75% per annum. Installment payments, including principal and interest, begin twelve months from the loan date and the loan matures 30 years from the loan date. 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 the company assets. In addition, the terms of the Loan clarify that upon any event of default, the Lender may declare all or any portion of the Loan to be immediately due and payable. One of the Events of Default, as defined in that agreement is a general inability to pay its debts. The Loan is secured with a continuing security interest in all the Company’s assets.

    The Company has outstanding SAFEs. The Company issued Simple Agreements for Future Equity (SAFEs) during 2021, and the total amount of outstanding SAFEs is $335,000. The majority of SAFEs carry a valuation cap of $12,000,000 and all carry a discount rate is 20%. As of September 30, 2021, $315,000 worth of principal of SAFEs have been converted into shares of preferred stock. For the avoidance of doubt, the "under $800K of outside capital raised", as referenced in the first Highlight above, is inclusive of this sum of SAFE investments.

    The Company has not filed a Form D for its prior offerings 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 risk that a late penalty could apply.

    The Company has not prepared any audited financial statements. Therefore, investors have no audited financial information regarding the Company’s capitalization or assets or liabilities on which to make investment decisions. If investors feel the information provided is insufficient, then they should not invest in the Company.

    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.

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

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

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