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Sickweather

Predictive, hyperlocal illness data platform and real-time map of human health.

Sickweather 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 Sickweather 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

  • : $4 Billion
  • Market CAGR in the next 3 years: 15%
  • Replaced the CDC as the flu map data provider for the Weather Company.
  • Backed by Brad Feld, 500 Startups, Techstars, and Sprint.
  • 261k consumer app downloads as of 10/17
  • Enterprise API requests 110M per day as of 8/17
  • $562,172 of trailing 12 month revenue as of 11/2017

Fundraise Highlights

  • Total Amount Raised: US $962,148
  • Total Investors: 937
  • Total Round Size: US $1,000,000
  • Raise Description:  Seed
  • Minimum Investment:  US $500 per investor
  • Security Type:  Preferred Equity
  • Pre-Money Valuation:  US $3,750,000
  • Offering Type:   Side by Side Offering

"This app is sick. Or wait, it helps you avoid being sick. That's even cooler." -ABC News


Sickweather is a predictive, hyperlocal illness forecasting platform serving nearly 5 billion API requests per month -- and has replaced the CDC as the flu map data provider to the Weather Channel.

Sickweather knows where sick people are, and where they will be, with real time and predictive insights at the point of incidence. Our illness forecasts and infectious disease models provide insights at zip code and street level with predictions up to 15 weeks in advance -- not only for caregivers to know when and where illness outbreaks occur, but also consumer healthcare brands, pharma and retailers to better manage their supply chain.

Pitch Deck

Product & Service

Sickweather has developed a patent-pending process for tracking and forecasting the spread of illness by analyzing the earliest signals available through social media and crowdsourcing.  Those data are validated against clinical sources for accuracy and then modeled using advanced machine learning techniques to predict outbreaks up to 15 weeks in advance.

Our free consumer app is like 'Waze for sickness' and our self serve, enterprise API console allows health IT, public health and ad-tech developers to easily integrate Sickweather's insights into their own data ecosystem, trading desks and CRMs, while our analytics dashboard known as Sickweather Pro provides detailed analytics, data export tools, and interactive forecasts in an easy to use format.  

Consumers use the app for pre-diagnosis, prevention and piece of mind to proactively manage the impact of sickness on their households, work schedules and vacation plans.  Meanwhile, businesses use Sickweather's enterprise tools to more effectively and efficiently market their products and services when and where people are actually getting sick, as well as to predict risk on supply chain and sales.

Media Mentions

Team Story

As longtime friends, Sickweather's co-founders came together over a mutual interest to understand the spread of illness and its impact on their loved ones. Graham and Michael were both new parents with young kids under a constant barrage of viruses and germs, meanwhile James had been taking care of his mother with a compromised immune system from chemotherapy treatments for Stage 4 breast cancer. When Graham shared his idea for a "Doppler radar for sickness" with each of them, they were immediately inspired to pool their resources together to build Sickweather.  

Sickweather's team has extensive experience working for large health organizations including, CDC, WHO, NIH and Johns Hopkins. They are also seasoned entrepreneurs and alumni of Techstars, 500 Startups and Plug N Play.  

Founders and Officers

Graham is a leader in digital disease surveillance who has served on boards and technical workgroups for the Centers for Disease Control and Prevention (CDC), National VOAD (Voluntary Organizations Active in Disaster), and the Kennedy Krieger Institute, as well as providing mentorship to students at Johns Hopkins University's MedHacks program. He has been named a "Social Innovation Rockstar" by Yoxi/BOLD, and featured among Broadband for America's "Faces of Innovation", among other honors. He is a frequent guest/speaker for domestic and international conferences and news programs.

Graham Dodge

CEO

Graham is a leader in digital disease surveillance who has served on boards and technical workgroups for the Centers for Disease Control and Prevention (CDC), National VOAD (Voluntary Organizations Active in Disaster), and the Kennedy Krieger Institute, as well as providing mentorship to students at Johns Hopkins University's MedHacks program. He has been named a "Social Innovation Rockstar" by Yoxi/BOLD, and featured among Broadband for America's "Faces of Innovation", among other honors. He is a frequent guest/speaker for domestic and international conferences and news programs.

Michael is a software developer with over 15 years of experience. He has worked on a number of high-profile public projects such as back-end development for Educate.com, Nature.com, and LoanOfficer.com, sites for National Institute of Health and Johns Hopkins University, and intranets for Honda, Acura, BMW, Audi, Mini, as well as boutique sites for several privately owned businesses. Michael has been a featured speaker at several technology events, including Ernst & Young's 2012 Life Sciences Summit.

Michael Belt

CTO

Michael is a software developer with over 15 years of experience. He has worked on a number of high-profile public projects such as back-end development for Educate.com, Nature.com, and LoanOfficer.com, sites for National Institute of Health and Johns Hopkins University, and intranets for Honda, Acura, BMW, Audi, Mini, as well as boutique sites for several privately owned businesses. Michael has been a featured speaker at several technology events, including Ernst & Young's 2012 Life Sciences Summit.

James has held positions in team leadership, marketing, public relations, management, and performance. Prior to Sickweather, he was COO of ESX Motorsports, which he helped grow from a garage-based business to a multi-million dollar company with national distribution. He was responsible for the daily operations, securing sponsorships for racecars, fund allocations, as well as building 'The World's Quickest and Fastest Subarus' for Subaru of America. He applies those same lessons of speed, efficiency and scale to Sickweather.

James Sajor

COO

James has held positions in team leadership, marketing, public relations, management, and performance. Prior to Sickweather, he was COO of ESX Motorsports, which he helped grow from a garage-based business to a multi-million dollar company with national distribution. He was responsible for the daily operations, securing sponsorships for racecars, fund allocations, as well as building 'The World's Quickest and Fastest Subarus' for Subaru of America. He applies those same lessons of speed, efficiency and scale to Sickweather.

Notable Advisors & Investors

Frank Bonsal

Investor, Co-Founder at New Enterprise Associates (NEA)

John Fein

Investor, Former Managing Director of Techstars in KC; Founder of Firebrand Ventures

Paul Palmieri

Investor, Former Chairman and CEO of Millennial Media (NYSE:MM); Founder of Grit.vc

Brad Feld

Investor, Co-founder of Foundry Group & Techstars.

Zephrin Lasker

Advisor, Founding CEO at Pontiflex and ShopChat, former VP at Constant Contact

Laurel Edelman

Advisor, Sales director at ClinicalRM, and former sales director at IMS Health (NYSE:Q)

Q&A with the Founder

  • How do you plan to scale following the raise?
    We will increase our outbound sales team, inbound marketing efforts, and invest in data acquisition to increase our product offering and improve various models to meet latent demand from our customers. Data acquisition includes point-of-sale data, environmental data, clinical data, rapid immunoassay data, and historical data from various sources.
  • What do you think are your potential exit opportunities?
    Acquisition is the most likely exit scenario given inbound interest from various strategic acquirers across several verticals, including traditional media, social media, population health, and life sciences.
  • What drove the big revenue jumps in July and Sept of last year?
    Those jumps were due to annually recurring licenses from two of our largest customers, responsible for $265k in annual business combined.
  • What is your current churn rate for contracts?
    Historical churn rate is 50%, but that’s because of our original focus on in-app advertising revenue which proved to be more volatile. This year will get much better sense of churn rate as our enterprise licenses start renewing, which so far is showing 0% churn. We expect this churn rate to average out to 12%.
  • Could you explain why the data licensing revenues dropped to zero between Feb’17 –Apr’17 (Historical Finances)?
    It’s due to the seasonal nature of demand for the services. Some customers only require data for a quarter for their forecasts. Hence there is a jump in revenues between June-August.
  • 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 $962,148
    US $812,142 (under Reg CF only)

  • Minimum investment:
    US $500

  • Target Minimum:
    US $300,000
  • Key Terms

  • Security Type:
    Preferred Equity

  • Share price:
    US $4.5814

  • Pre-money valuation:
    US $3,750,000

  • Is participating?:
    False

  • Liquidation preference:
    1.0x
  • Additional Terms

  • Closing Terms
    The Company is making concurrent offerings under both Regulation CF and Regulation D (the "Combined Offerings"). Unless the Company raises at least the Target Amount of $25,000 under the Regulation CF offering and a total of $300,000 under the Combined Offerings (the “Closing Amount”) by the last day of the campaign, no securities will be sold in this offering, investment commitments will be cancelled, and committed funds will be returned.

  • Security Type
    Preferred Equity

  • Pre-Money Valuation:
    $3,750,000

  • Share Price
    $4.58141

  • Is participating?:
    No

  • Liquidation Preference:
    1x

  • Investment Management Agreement
    All non-Major Purchasers will be subject to an Investment Management Agreement (“IMA”). The IMA 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 IMA included with Sickweather's offering materials for additional details.

  • Closing conditions:
    While Sickweather has set an overall target minimum of US $300,000 for the round, Sickweather 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 Sickweather'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

    - For all investors with investments $500 and up, we will send you an official Sickweather 50/50 blend T-shirt available in S, M, L, XL and 2XL.

    - For investors with investments $5,000 and up, you will also receive 3 complimentary VIP tickets to Sickweather's first annual developer conference, tentatively scheduled for Fall 2018 in Kansas City, MO and meet with Sickweather's management team.

    - For investors with investments greater than $25,000, we will offer all of the above, plus an all expense paid trip to Kansas City, MO to attend Sickweather's next annual board retreat in June 2018 and have dinner with the founders and board members.

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

    Prior Rounds

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


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

    Other

  • Round Size
    US $550,000
  • Closed Date
    Sep 25, 2017
  • Security Type
    Convertible Note
  • Valuation Cap
    US $6,000,000
  • Bridge

  • Round Size
    US $350,000
  • Closed Date
    Sep 11, 2014
  • Security Type
    Convertible Note
  • Valuation Cap
    US $4,000,000
  • Other

  • Round Size
    US $250,000
  • Closed Date
    Jan 1, 2016
  • Security Type
    Convertible Note
  • Valuation Cap
    US $6,000,000
  • Financial Discussion

    Operations

    The Company was converted into a Maryland corporation in 2015 (after starting as a Delaware limited liability company in 2011) and provides business and technology solutions through custom application and software development, specializing in scanning social networks for indicators of illness, and publishing data allowing users to check for the chance of sickness in their geographic area.

    In operation for several years, the Company is still working diligently to more widely market its technologies. In its development stage the Company has experienced losses and negative cash flows from operations since inception.

    The Company’s operations have been funded primarily by debt and convertible debt. Future funding to finance its business strategy, operations, and growth is expected to be provided by additional convertible debt (of which $225,000 has occurred since April 30, 2017), funding raised in this Combined Offering, and other accredited investors.

    Additionally, the Company plans to reduce operating expenses by minimizing the use of external contractors and is working to secure more recurring revenue sources. The Company plans to grow by: 1) focusing outbound sales on current product-market fit with programmatic advertising platforms to increase monthly recurring revenue; 2) developing inside sales processes with current large clientele; and 3) improving their consumer facing app which has historically driven inbound sales at the top of their sales funnel through earned media attention.

    Liquidity and Capital Resources

    The financial statements of the Company have been prepared using GAAP applicable to a going concern which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business.

    In operation for several years, the Company is still working diligently to more widely market its unique technologies. In its development stage the Company has experienced losses and negative cash flows from operations since inception.

    The Company’s operations have been funded primarily by debt and convertible debt. Future funding to finance its business strategy, operations and growth is expected to be provided by the Combined Offering. The proceeds from the Combined Offerings are essential to the Company’s operations. The Company plans to use the proceeds as set forth above under "Use of Proceeds", which is an indispensable element of our business strategy. The Company does not have any additional sources of capital other than the proceeds from the Combined Offerings.

    Additionally, the Company shows evidence of its ability to secure more business and grow revenue in the calendar year 2017 compared to 2016, and expects to continue that growth by honing its strategy in the following ways:

    Focus outbound sales on current product-market fit with programmatic advertising platforms to increase monthly recurring revenue;

    Develop inside sales processes with current large clientele; and

    Improve the Company’s consumer facing app which has historically driven inbound sales at the top of their sales funnel through earned media attention.

    Capital Expenditures and Other Obligations

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

    Trends and Uncertainties

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

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

    Market Landscape

    The chart above shows the current size and forecasted growth of Sickweather's total addressable market.


    Consumer healthcare companies spend nearly $10B per year in advertising.... the U.S. health data analytics market is worth $12B/year according to RNR Research... and the use of big data in the healthcare and pharmaceutical industry is estimated to be worth $4B according to SNS Research. 

    Sickweather's two nearest competitors generate an estimated $200M - $450M per year in consumer healthcare data and advertising sales. Our internal research shows that we can generate $30M-50M/year from latent, unmet demand with a potential of $80M in 5 years.

    The following are key findings from "Big Data in the Healthcare & Pharmaceutical Industry: 2017 - 2030 - Opportunities, Challenges, Strategies & Forecasts" by SNS Research:

    - In 2017, Big Data vendors will pocket nearly $4 Billion from hardware, software and professional services revenues in the healthcare and pharmaceutical industry. These investments are further expected to grow at a CAGR of more than 15% over the next three years, eventually accounting for over $5.8 Billion by the end of 2020.

    - Through the use of Big Data technologies, hospitals and other healthcare facilities have been able to achieve cost reductions of more than 10%, improvements in outcomes by as much as 20% for certain conditions, growth in revenue by 30%, and increase in patient access to services by more than 35%.

    - Big Data technologies are playing a pivotal role in accelerating the transition towards accountable and value-based care models, by enabling the continuous collection, consolidation and analysis of clinical and operational data from healthcare facilities and other available data sources.

    Risks and Disclosures

    Risks Related to the Company’s Business and Industry

    The Company’s business currently depends on seasonality. The Company’s flu business is seasonal, with some customers now coming on board only for a few months rather than the whole year. The Company is working on diversifying into forecasting common cold, allergies, headaches, and other non-seasonal ailments.

    The Company’s cash position is relatively weak. The Company currently has only $30,000 in cash balances, plus $175,000 of hard committed funding.

    The Company is subject to a high churn rate. The churn rate for enterprise customers has historically been high at 50% for pilot programs. The Company forecasts expect churn rate to fall to 12%, with clients like The Weather Channel and Clorox renewing every year, but there is no guarantee that will be the case.

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

    We may not be successful in obtaining issued patents. Our success depends significantly on our ability to obtain, maintain and protect our proprietary rights to the technologies used in our services. We have a patent pending for a social networking aggregator to track illnesses. There is no guarantee that this patent will be issued. We were notified in February 2017 by the U.S. Patent and Trademark Office that the claims of the application were rejected, and have since filed a request for consideration. We have also filed a provisional patent application. Filing a provisional patent application only indicates that we are pursuing protection, but the scope of protection, or whether a patent will even be granted, is still undetermined. We are not currently protected from our competitors. Moreover, any patents issued to us 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.

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

    Effectively policing the unauthorized use of our services and technology is time-consuming and costly, and the steps taken by us may not prevent misappropriation of our technology or other proprietary assets. The efforts we have taken to protect our proprietary rights may not be sufficient or effective, and unauthorized parties may copy aspects of our services, use similar marks or domain names, or obtain and use information, marks, or technology that we regard as proprietary. We may have to litigate to enforce our intellectual property rights, to protect our 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 has an outstanding loan that is secured by the personal property of two of the Company’s directors. The Company has an outstanding loan of $150,000 from the Howard County Economic Development Authority (“HCEDA”). The loan is secured by the personal property of two of the Company’s directors, Graham Dodge and James Sajor.

    Some of the existing holders of securities in the Company have preemptive and other anti-dilution rights that may limit the ownership percentages of investors in this Combined Offering. The Company has previously issued securities under agreements that give their holders the ability to exercise preemptive and other anti-dilution rights (outlined below under “Capitalization and Ownership - Capitalization”). The exercise of such rights may limit the ownership stake of investors investing through this Combined Offering.

    We are subject to rapid technological change and dependence on new product development. Our 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, we must continually improve and enhance our 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. Our success will also depend substantially upon our ability to anticipate, and to adapt our products and services to our collaborative partner’s preferences. There can be no assurance that technological developments will not render some of our products and services obsolete, or that we 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 our business and results of operations. Also, to the extent one or more of our competitors introduces products and services that better address a customer’s needs, our business would be adversely affected.

    Failure to obtain new clients or renew client contracts on favorable terms could adversely affect results of operations. We may face pricing pressure in obtaining and retaining our clients. Our clients may be able to seek price reductions from us when they renew a contract, when a contract is extended, or when the client’s business has significant volume changes. They 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 we had anticipated based on our previous agreement with that client. This reduction in revenue could result in an adverse effect on our business and results of operations.

    Further, failure to renew client contracts on favorable terms could have an adverse effect on our business. Our 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 we are not successful in achieving a high rate of contract renewals on favorable terms, our business and results of operations could be adversely affected.

    We depend on third party providers, suppliers and licensors to supply some of the hardware, software and operational support necessary to provide some of our services. We obtain these materials from a limited number of vendors, some of which do not have a long operating history or which may not be able to continue to supply the equipment and services we desire. Some of our hardware, software and operational support vendors represent our sole source of supply or have, either through contract or as a result of intellectual property rights, a position of some exclusivity. If demand exceeds these vendors’ capacity or if these vendors experience operating or financial difficulties, or are otherwise unable to provide the equipment or services we need in a timely manner, at our specifications and at reasonable prices, our ability to provide some services might be materially adversely affected, or the need to procure or develop alternative sources of the affected materials or services might delay our ability to serve our customers. These events could materially and adversely affect our ability to retain and attract customers, and have a material negative impact on our operations, business, financial results and financial condition.

    We plan to implement new lines of business or offer new products and services within existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove feasible. We may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not achieve market acceptance. As a result, we could lose business, be forced to price products and services on less advantageous terms to retain or attract clients, or be subject to cost increases. As a result, our business, financial condition or results of operations may be adversely affected.

    In order for the Company to compete and grow, it must attract, recruit, retain and develop the necessary personnel who have the needed experience. Recruiting and retaining highly qualified personnel is critical to our success. These demands may require us to hire additional personnel and will require our existing management personnel to develop additional expertise. We face intense competition for personnel. The failure to attract and retain personnel or to develop such expertise could delay or halt the development and commercialization of our product candidates. If we experience difficulties in hiring and retaining personnel in key positions, we could suffer from delays in product development, loss of customers and sales and diversion of management resources, which could adversely affect operating results. Our consultants and advisors may be employed by third parties and may have commitments under consulting or advisory contracts with third parties that may limit their availability to us.

    The reviewing CPA has included a “going concern” note in the reviewed financials. As noted by the independent accountant, the Company has recurring operating losses and significant liabilities, as of April 30, 2017. The independent accountant noted that these conditions raise substantial doubt about the Company’s ability to continue as a going concern without raising sufficient additional financing. The independent accountant further noted that the financial statements do not include any adjustments that would be necessary to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

    The Company’s revenue sources from the previous two fiscal years were significantly concentrated. The Company received approximately 72% and 89% of its revenue from two customers for the years ended April 30, 2017 and 2016, respectively. The Company was owed approximately 88% of its accounts receivable balance from one customer as of April 30, 2016.

    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 Graham Dodge, James Sajor, and Michael Belt. The Company has not entered into employment agreements with these people and there can be no assurance that they will continue to be involved in the Company’s operations 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.

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

    We are not subject to Sarbanes-Oxley regulations and lack the financial controls and safeguards required of public companies. We do not have the internal infrastructure necessary, and are not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. There can be no assurance that there are no significant deficiencies or material weaknesses in the quality of our financial controls. We expect to incur additional expenses and diversion of management’s time if and when it becomes necessary to perform the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.

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

    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 71.7% of the Company. Subject to any applicable duties owed to our other owners or investors under Maryland 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.

    You will be bound by an investment management agreement, which limits your voting rights. All Non-Major Purchasers of Series Seed Preferred Stock will be bound by an investment management agreement. This agreement will limit your voting rights and at a later time may require you to convert your shares of Series Seed Preferred Stock into shares of common stock of the Company (“Common Stock”) without your consent. Non-Major Purchasers will be bound by this agreement, unless the Non-Major Purchasers holding a majority of the then-outstanding shares of 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 by the Company’s board of directors 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 Series Seed 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.

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


    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 government-issued identification
    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, Sickweather has set a minimum investment amount of US $500.

    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 shares 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 shares in the future?

    Currently there is no market or liquidity for these shares. Right now Sickweather does not plan to list these shares on a national exchange or another secondary market. At some point Sickweather 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 Sickweather either lists their shares 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 Sickweather'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 Sickweather's Form C. The Form C includes important details about Sickweather'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 shares 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 shares 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.