- CEO is former Co-Founder of successful meal kit delivery service, Chef'd, and co-founders Angela and Vivienne authored "The Soup Cleanse" book published in 6 languages
- Sales via E-Commerce, CPG brand at grocery stores, and a flagship location in Los Angeles leveraging the food's recent digital and physical synergies
- Doubled gross margins as of January 2017 through scalable operations and infrastructure (mid 2016 - end 2016)
- As of May 2017, Soupure offers nationwide ground shipping from fulfillment centers located in New York and California
- Loyal customer base with over 60% of revenue coming from repeat e-commerce customers with an average order value of $189 contributing to the company's revenue to date of $1,458,000
- Amount raised:
- Seed :
- Minimum Investment: US $500 per investor
- : Crowd Note
- US $3,000,000 :
- Side by Side Offering
Soupure creates whole food nutrition in a convenient grab-and-go bottle. We believe that what we eat affects how we feel and that food is medicine. With this philosophy guiding every aspect of our company, Soupure creates delicious, nutrient-dense products fueled by superfoods that help people feel great and live their best lives.
We have four product lines, which consist of products that are organic, fresh, and free of dairy, GMOs, gluten, and preservatives.
Gently Cooked Soups: A grab-and-go meal or snack; our soups are prepared with the goal of retaining the full nutritional value of the underlying whole foods and aiding in the body's absorption of their vital nutrients. Gently cooking vegetables helps soften rigid cell walls, making the micronutrients more accessible and the plant fiber easier to digest. Our soups can be consumed warm or cold and include flavors such as Carrot, Ginger & Turmeric, Japanese Sweet Potato, and Split Pea Chlorophyll.
"Sou-thies™”: Our raw, cold soups, which we fondly call "sou-thies", (the great taste of a soup + smoothie) are made with whole fruit bound by its fiber. Sou-thies are not only packed with essential vitamins, minerals, antioxidants, protein, and fiber but are also made with soaked nuts and seeds, further enhancing the nutritional value. These omega-rich soups are designed to feed your brain and body for peak performance. Ideal for breakfast, post-workout, or an afternoon treat.
Bone Broths: These healing elixirs contain minerals in a state your body can easily absorb. Bone broth is loaded with collagens, glucosamine, chondroitin, and hyaluronic acid, which help keep joints healthy. As we age, production of collagen declines and we start to see the outward signs of aging. The naturally occurring rich collagen in bone broths can help the body's own collagen production process and may play a key role in revitalizing the health of hair, skin, and nails.
Alkaline Waters: Acting as an antioxidant, alkaline waters scavenge and neutralize harmful free radicals. These any-time-of-the-day refreshers help balance the body's pH, which tends to be acidic because of our high acid diet, stress, and exposure to environmental toxins.
“Souping is the New Juicing ™”
We offer “A Soup for Every Need”, from easy to follow programs and cleanses for a more immersive experience, to single-serving soups and create your own customizable boxes. Our Cleanse Programs are a comprehensive way to help purify your system by flooding it with active, living macronutrients, micronutrients, live nutraceuticals, and enzymes. Soups are essentially a "predigested" blend of foods already broken down, which allow the body to focus on healing itself and to make bigger strides in building strength. Our soups fight these adverse effects and help boost the immune system.
Soup Lover's Pack
By popular demand of our customers, we offer a specially priced, limited edition pack of twenty one of their favorite products, making it easy to share with the whole family.
Summer Slim Down
A simple and effective way to help reset your "appetite thermostat" by incorporating soup into a regular healthy lifestyle. Soupure's Summer Slimdown program can be done in 10-day increments, consisting of 2-3 soups each day before a planned meal. In addition to the soups, we provide delicious and easy-to-prepare recipes for the planned meals. The whole food based soups provide volume, fiber, and protein which are satiating and create a sense of feeling full. This, in turn, helps curb the appetite and re-train the body's cravings for starchy and rich foods. A win-win not just for the 10 days but as a lifestyle change.
Survive The Holidays
Soupure gives you a plan and the products to not just survive, but thrive throughout the holiday season. The plan is simple: you have a Soupure soup in place of 1- 2 meals each participating day. By regularly souping and exercising over the holidays you can maintain and even improve your fitness and health over what might otherwise be a stressful period in the world of food and fitness.
Healthy Foundation Reset
A simple program designed with the help of medical experts, aiming to restore your body’s natural ability to heal itself. This 7-day phase curriculum from Soupure, featuring Sage Tonic teas and tisanes, allows the body to heal, restore, and protect from the inside out. This aids bodily repair, toxin removal, reduces free radicals, and promotes healthy metabolic pathways.
We face a constant onslaught of environmental, physical, and psychological stressors. With this program, we promote necessary physiologic pathways and build new, healthy patterns for the body’s daily functionality.
What people are saying:*
“Now that I’m in my fifties, I want something that’s balanced, isn’t punitive, isn’t based in fads, is something I can enjoy, and is sustainable and really truly healthy for me.” - Michael Chiklis
"The chicken bone miso broth was incredibly satisfying, the zucchini basil lunch was surprisingly hearty, and the Superhero nuts and seeds blend, which we had for breakfast, tasted better than most desserts." - Goop
“I was a big fan of these guys. Everything arrived on-time, fresh, and was really tasty. My favorites ended up being: Zucchini Basil, Carrot Ginger Turmeric, and the bone broth.” - bloom
“Soups are one of those foods we could eat at any time of year or season and that’s especially true if we’re eating Soupure. Developed by a team of medical experts and chefs, these organic, non-dairy, whole food soups are as rich, velvety and delicious as anything we could make at home.” - Clean Plates
*Disclaimer: The following individuals were not compensated in exchange for their testimonials. In addition, their testimonials should not be construed as and/or considered investment advice.
"Soup is one of our first loves!" - Co-founders Angela Blatteis and Vivienne Vella. These busy execs by day and moms by night came together in a perfect storm of events that lead them to the clear conclusion that the market is in great need of food products that make a difference. They both had family members succumb to cancer and are firm believers that the food we eat plays a key role in triggering, treating and even preventing specific health conditions.
Through Angela's background in private equity, and being exposed to a multitude of new business plans on a weekly basis, coupled with Vivienne's business affairs and legal acumen, they set forth to gather insights and contribution from top experts in the medical, wellness, and culinary industries. They brought together their passion for soup with the insights of these respective experts to develop the whole food based recipes and product line for Soupure. "Food Is Medicine" is a core philosophy of the Soupure brand and guided the charge to formulate a brand designed around a better and easier way to get the most from natural foods and eat clean. All in a grab-and-go bottle packed with colorful superfoods that include everything you need to feel and look great. The seed of Soupure was born.
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.
|Terms & Description|
|Investor Types||Accredited Only||Accredited and Non-accredited|
|Round size||US $1,070,000||US $1,070,000|
|US $50,000||US $54,100|
|Minimum investment||$20,000||US $500|
|US $125,000||US $125,000|
|US $3,000,000||US $3,000,000|
|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 the Company's offering materials for additional details.||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 the Company's offering materials for additional details.|
|Closing Conditions||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 $125,000 under the Combined Offerings (the “Closing Amount”) by the offering end date no securities will be sold in this offering, investment commitments will be cancelled, and committed funds will be returned.||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 $125,000 under the Combined Offerings (the “Closing Amount”) by the offering end date no securities will be sold in this offering, investment commitments will be cancelled, and committed funds will be returned.|
$500 - Create Your Own 7-Pack, excludes shipping costs.
$1,500 - Soup Lover's Pack, which consists of 21 bottles of soup, excludes shipping costs + 25% one time discount*.
$5,000 - $500 Soupure Gift Card + 25% one time discount + 10% lifetime discount code*.
$10,000 - $1,000 Soupure gift card + 15% lifetime discount* + VIP package (autographed book & “The Soup Cleanse” dinner party with co-founders at private estate in Los Angeles).
$25,000 - $2,500 Soupure gift card + 20% lifetime discount* + VIP package (autographed book & “The Soup Cleanse” dinner party with co-founders at private estate in Los Angeles).
$50,000 - (perks from $25,000 level + donor is part of team that creates and names new variety of soup to be launched as part of the Soupure product portfolio).
Discounts cannot be combined with any other offers, discounts, or promo codes, or applied to previous purchases. Discount will be applied in cart; no further discount will be applied at checkout. No cash alternative. Non-transferable. Supplies are limited and will be allocated on a first to invest basis. Investors perks will be redeemable after the closing of the campaign and investments complete escrow.
It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.
The graph below illustrates theor the of Soupure's prior rounds by year.
Please see the financial information listed on the cover page of the Form C and attached hereto in addition to the following information. Financial statements are attached to the form C as Exhibit B.
The Company recognized revenue of $538,256 and $ 476,900 for the years ended December 31, 2016 and 2015, respectively, with the costs of those goods sold equaling $374,009 in 2016 and $323,645 in 2015. The Company has sustained net losses of $449,538 and $225,753 for the years ended December 31, 2016 and 2015 and has been reliant on capital contributions to support operating losses since inception.
The Company’s ability to continue as a going concern in the next twelve months following the date the financial statements were available to be issued is dependent upon its ability to produce profits and/or obtain financing sufficient to meet current and future obligations. Management has evaluated these conditions and plans to generate revenues and raise capital as needed to satisfy its capital needs. No assurance can be given that the Company will be successful in these efforts.
Liquidity and Capital Resources
The Offering proceeds are essential to our operations. We plan to use the proceeds as set forth above under "use of proceeds", which is an indispensable element of our business strategy. The Offering proceeds will have a beneficial effect on our liquidity, and will be used to execute our business strategy.
The Company does not have any additional sources of capital other than the proceeds from the Offering.
Capital Expenditures and Other Obligations
The Company does not intend to make any material capital expenditures in the future.
Material Changes and Other Information 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 the Form C and should be reviewed in their entirety. The financial statements of the Company are attached hereto as Exhibit B.
As discussed in "Dilution" below, the valuation will determine the amount by which the investor’s stake is diluted immediately upon investment. An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their "sweat equity" into the Company. When the Company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of your stake is immediately diluted because each share of the same type is worth the same amount, and you paid more for your shares (or the notes convertible into shares) than earlier investors did for theirs.
There are several ways to value a company, and none of them is perfect and all of them involve a certain amount of guesswork. The same method can produce a different valuation if used by a different person.
Liquidation Value - The amount for which the assets of the Company can be sold, minus the liabilities owed, e.g., the assets of a bakery include the cake mixers, ingredients, baking tins, etc. The liabilities of a bakery include the cost of rent or mortgage on the bakery. However, this value does not reflect the potential value of a business, e.g. the value of the secret recipe. The value for most startups lies in their potential, as many early stage companies do not have many assets (they probably need to raise funds through a securities offering in order to purchase some equipment).
Book Value - This is based on analysis of the Company’s financial statements, usually looking at the Company’s balance sheet as prepared by its accountants. However, the balance sheet only looks at costs (i.e. what was paid for the asset), and does not consider whether the asset has increased in value over time. In addition, some intangible assets, such as patents, trademarks or trade names, are very valuable but are not usually represented at their market value on the balance sheet.
Earnings Approach - This is based on what the investor will pay (the present value) for what the investor expects to obtain in the future (the future return), taking into account inflation, the lost opportunity to participate in other investments, the risk of not receiving the return. However, predictions of the future are uncertain and valuation of future returns is a best guess.
Different methods of valuation produce a different answer as to what your investment is worth. Typically, liquidation value and book value will produce a lower valuation than the earnings approach. However, the earnings approach is also most likely to be risky as it is based on many assumptions about the future, while the liquidation value and book value are much more conservative.
Future investors (including people seeking to acquire the Company) may value the Company differently. They may use a different valuation method, or different assumptions about the Company’s business and its market. Different valuations may mean that the value assigned to your investment changes. It frequently happens that when a large institutional investor such as a venture capitalist makes an investment in a company, it values the Company at a lower price than the initial investors did. If this happens, the value of the investment will go down.
Soupure launched with local deliveries in the Los Angeles area through e-commerce in August 2014 and generated gross revenue of $82,310 of revenue that year. By April of 2015, Soupure opened a branded retail location in Brentwood and revenue grew to $491,610 in 2015; an increase of more than 6x with approximately 44% of revenue from E-commerce local deliveries and the balance from retail sales.
Gross revenue increased to $553,706 in 2016, reflecting a CAGR of ~114% over the 2.5 years. Gross revenue for the first seven months of 2017 totalled $310,610. The drop off in our growth rate expansion was anticipated as in 2016 Q1, we set out to overhaul our infrastructure for scale. We knew that to become a higher revenue brand, our products had to have more than a 3 day shelf life and we needed scaleable and sustainable co-packers and systems. With proof of concept achieved at the end of 2015, the last 9 months of 2016 and the first several months of 2017 were all about implementing scalable systems to support expansion.
This began with a focus on life extension, safety, and quality for our products. Extensive life testing and safety with validation studies and certified lab studies taking close to 9 months were critical for us as a food and beverage company. Further, a scaleable infrastructure necessitated our bringing on a CEO with E-commerce and food experience as well as bringing on a marketing expert. Our team then successfully secured multiple co-packers that specialize in each of bone broth and organic vegetarian product production. With historical gross margins negative at times and 22.5% in 2016, this required the right partners to ensure more than a doubling of these margins was viable. Further, we entered into partnerships with east and west coast fulfilment agents and secured logistic partners, all of which were critical to scale. With the launch of our east coast fulfilment partner mid-May 2017, we began ground shipping coast to coast for 1/5th the shipping cost to our consumer. To date, little money has been spent on marketing. A substantial portion of funds raised in this campaign will go to marketing with the aim to support more than 10x our current volume.
As a result of our east coast fulfillment center our e-commerce has grown from 45% of revenue in 2015 to 60% of our total revenue for 2017 and we expect e-commerce to continue grow. Once we convert to our new 12 oz bottles at an improved price point, post fundraise, we plan to launch in a number of high end retailers in Southern California where testing was already completed. As we grow from third party retail, we expect this component of our business to go from less than 1% to 60% over the next 2 years.
Gross Margins have more than doubled for the first 6 months of 2017 to 47.81% versus full year 2016 of 22.55%. As mentioned above, this is a result of securing competent co-packers and logistics. We anticipate continued gross margin improvement as we scale and take advantage of economies of scale.
Soupure is able to leverage its Digital and Retail presence. Soupure has retail marketing exposure and engages with consumers with lifestyle content online. These lifestyle programs allow us to engage with our customers through programming like our “Summer Slimdown” and “Survive the Holidays.” This programming, in combination with our third party retail roll out schedule, provides many synergies with our infrastructure, marketing, and customer acquisition.
Our company grew when we became an authority on souping and published one of the first books on soup cleansing called The Soup Cleanse in January of 2015. Recognizing the size of the cleansing market versus the “food on-the-go” market, we have grown into a lifestyle brand which also includes an emphasis on weight loss, health, and nutrition. As a brand that provides whole food nutrition on the go, we provide programs and plans that go beyond cleanses. We were successful selling soup in the summer with our strongest e-commerce sales ever this June and July, totalling approximate net revenue of $92,500 versus prior year of $79,300, growth of 16.6% for the same period. Our average e-commerce sales price is $189 and 60% of our e-commerce revenues come from repeat e-commerce customers.
Profitability. Our goal is to grow to $5 million in revenue while achieving profitability by the end of 2018. Looking at exits of Suja, BluePrint, Evolution, and Bolthouse Farms suggest achievable exit values at 4-7 times revenue. Co-Founder has 30 years of experience in investment banking /private equity and is leveraging her experience and relationships to set the company up for success.
As a food company, we believe Soupure is uniquely positioned in the competitive landscape to harness the below trends:
- Digital and Retail presence. There has been continued traction in the merging of e-commerce and retail brands to leverage the diverse and complementary strengths of each and to build an omnichannel offering that appeals to the evolving lifestyles and food preferences of people across the country. This is evidenced by recent M&A activity including Amazon’s acquisition of Whole Foods and Albertson Co’s acquisition of Plated. Soupure has retail marketing exposure and with a strong digital footprint, can provide content and leverage data for more tailored programs and solutions.
- Online Sales. As evidenced in this article, “Online grocery sales growing by 25% per year”, http://www.fooddive.com/news/grocery--study-online-grocery-sales-growing-by-25-per-year/503971/ online grocery sales continue to increase. Online sales currently provide us our best profit margins
- Organic Food. This category continues to climb with 8.4% growth in the last year. Fruit and vegetables account for 40% of sales and consumers place high value on freshness and convenience. http://www.foodinsiderjournal.com/blogs/clean-label-insights/2017/06/us-organic-food-sales-hit-record-43-billion-in-2016.aspx
- Convenience: Grabbing something easy to consume on the go as a snack is 40% of the $370B U.S. Packaged Food market with Millennials driving this growth.http://www.foodnavigator-usa.com/R-D/Millennials-drive-snack-growth-reshape-how-Americans-eat-Euromonitor
Please additionally see Slide 17 in our Investor Deck for a more detailed chart of the competitive landscape and market position.
The development and commercialization of our products is highly competitive.
We face competition with respect to any products that we may seek to develop or commercialize in the future. Our competitors include major companies worldwide. Many of our competitors have significantly greater financial, technical and human resources than we have and superior expertise in research and development and marketing approved products and thus may be better equipped than us to develop and commercialize products. These competitors also compete with us 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, our competitors may commercialize products more rapidly or effectively than we are able to, which would adversely affect our competitive position, the likelihood that our products will achieve initial market acceptance and our ability to generate meaningful additional revenues from our products.
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 Jesse Langley (CEO) since May 30, 2016, Greg Davis (CMO) as of October 10, 2016, Angela Blatteis (Co Founder and COO/Interim CFO) since August 2013, and Vivienne Vella (Co-Founder and Legal Counsel) since August 2013. The Company has entered into employment agreements with Jesse Langley, Greg Davis, Angela Blatteis, and Vivienne Vella although there can be no assurance that they will continue to be employed by the Company for a particular period of time. The loss of Jesse Langley, Greg Davis, Angela Blatteis, Vivienne Vella or any member of the management team could harm the Company’s business, financial condition, cash flow and results of operations.
The minimum amount of capital the Company is attempting to raise in this Offering is not enough to sustain the Company’s current business plan.
In order to achieve the Company’s near and long-term goals, the Company will need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. If we are not able to raise sufficient capital in the future, we will not be able to execute our business plan, our continued operations will be in jeopardy and we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause a Purchaser to lose all or a portion of his or her investment.
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.
Maintaining, extending and expanding our reputation and brand image are essential to our business success.
We seek to maintain, extend, and expand our brand image through marketing investments, including advertising and consumer promotions, and product innovation. Increasing attention on marketing could adversely affect our brand image. It could also lead to stricter regulations and greater scrutiny of marketing practices. Existing or increased legal or regulatory restrictions on our advertising, consumer promotions and marketing, or our response to those restrictions, could limit our efforts to maintain, extend and expand our brands. Moreover, adverse publicity about regulatory or legal action against us could damage our reputation and brand image, undermine our customers’ confidence and reduce long-term demand for our products, even if the regulatory or legal action is unfounded or not material to our operations.
In addition, our success in maintaining, extending, and expanding our brand image depends on our ability to adapt to a rapidly changing media environment. We increasingly rely 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 us, our brands or our products on social or digital media, whether or not valid, could seriously damage our brands and reputation. If we do not establish, maintain, extend and expand our brand image, then our product sales, financial condition and results of operations could be adversely affected.
Product safety and quality concerns, including concerns related to perceived quality of ingredients, or product recalls could negatively affect the Company’s business.
The Company’s success depends in large part on its ability to maintain consumer confidence in the safety and quality of all its products. The Company has rigorous product safety and quality standards. However, if products taken to market are or become contaminated or adulterated, the Company may be required to conduct costly product recalls and may become subject to product liability claims and negative publicity, which would cause its business to suffer. In addition, regulatory actions, activities by nongovernmental organizations and public debate and concerns about perceived negative safety and quality consequences of certain ingredients in our products may erode consumers’ confidence in the safety and quality issues, whether or not justified, and could result in additional governmental regulations concerning the marketing and labeling of the Company’s products, negative publicity, or actual or threatened legal actions, all of which could damage the reputation of the Company’s products and may reduce demand for the Company’s products. A product recall or an adverse result in litigation could have an adverse effect on our business, depending on the costs of the recall, the destruction of product inventory, competitive reaction and consumer attitudes. Even if a product liability claim is unsuccessful or without merit, the negative publicity surrounding such assertions could adversely affect our reputation and brand image. We also could be adversely affected if consumers in our principal markets lose confidence in the safety and quality of our products.
We are vulnerable to fluctuations in the price and supply of ingredients, packaging materials, and freight.
We purchase large quantities of raw materials, including ingredients such as organic raw fruits and organic vegetables, organic nuts and seeds, and organic beef and chicken. Costs of ingredients and packaging, including our high quality plastic 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 our customers are a delivered price. Therefore, changes in our input costs could impact our gross margins. Our ability to pass along higher costs through price increases to our customers is dependent upon competitive conditions and pricing methodologies employed in the various markets in which we compete. 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 our results of operations. We buy 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 our control. We do not have long-term contracts with many of our suppliers, and, as a result, they could increase prices or fail to deliver. The occurrence of any of the foregoing could increase our costs and disrupt our operations.
Substantial disruption to production at our third-party manufacturing or third-party distribution facilities could occur.
A disruption in production at our third-party manufacturing facilities could have an adverse effect on our business. In addition, a disruption could occur at the facilities of our third-party distributors. The disruption could occur for many reasons, including insolvency, fire, natural disasters, weather, water scarcity, manufacturing problems, disease, strikes, transportation or supply interruption, government regulation, cybersecurity attacks or terrorism. Alternative facilities with sufficient capacity or capabilities may not be available, may cost substantially more or may take a significant time to start production, each of which could negatively affect our business and results of operations.
Failure by our transportation providers to deliver our products on time or at all could result in lost sales.
We currently rely upon third-party transportation providers for a significant portion of our product shipments. Our utilization of delivery services for shipments is subject to risks, including increases in fuel prices, which would increase our shipping costs, and employee strikes and inclement weather, which may impact the ability of providers to provide delivery services that adequately meet our shipping needs. We may, from time to time, change third-party transportation providers, and we could therefore face logistical difficulties that could adversely affect deliveries. We may not be able to obtain terms as favorable as those we receive from the third-party transportation providers that we currently use or may incur additional costs, which in turn would increase our costs and thereby adversely affect our operating results.
Evolving tax, environmental, food quality and safety or other regulations or failure to comply with existing licensing, labeling, trade, food quality and safety and other regulations and laws could have a material adverse effect on our consolidated financial condition.
Our activities or products are subject to regulation by various federal, state, and local laws, regulations and government agencies, including the U.S. Food and Drug Administration, U.S. Federal Trade Commission, the U.S. Departments of Agriculture, and Commerce and Labor. The manufacturing, marketing and distribution of food products are subject to governmental regulation that control such matters as food quality and safety, ingredients, advertising, product or production requirements, labeling, relations with distributors and retailers, health and safety, the environment, and restrictions on the use of government programs to purchase certain of our products. We are also regulated with respect to matters such as licensing requirements, trade and pricing practices, tax, anticorruption standards, advertising and claims, and environmental matters. The need to comply with new, evolving or revised tax, environmental, food quality and safety, labeling or other laws or regulations, or new, or changed interpretations or enforcement of existing laws or regulations, may have an adverse effect on our business and results of operations. Further, if we are found to be out of compliance with applicable laws and regulations in these areas, we could be subject to civil remedies, including fines, injunctions, termination of necessary licenses or permits, or recalls, as well as potential criminal sanctions, any of which could have an adverse effect on our business. Even if regulatory review does not result in these types of determinations, it could potentially create negative publicity or perceptions which could harm our business or reputation.
Reductions in sales of our products will have an adverse effect on our profitability and ability to generate cash to fund our business plan.
The following factors, among others, could affect continued market acceptance and profitability of our products:
- the introduction of competitive products;
- changes in consumer eating and snacking habits;
- changes in consumer perception about trendy snack products;
- changes in consumer perception regarding the healthfulness of our products;
- the level and effectiveness of our sales and marketing efforts;
- any unfavorable publicity regarding similar products or regarding our brand;
- litigation or threats of litigation with respect to our products;
- the price of our products relative to other competing products;
- price increases resulting from rising commodity costs;
- any changes in government policies and practices related to our products, labeling and markets;
- regulatory developments affecting the manufacturing, labeling, marketing or use of our products;
- new science or research that disputes the healthfulness of our products; and
Adverse developments with respect to the sale of our products would significantly reduce our net sales and profitability and have a material adverse effect on our ability to maintain profitability and achieve our business plan.
As a food production company, all of our products must be compliant with regulations by the Food and Drug Administration (FDA).
We must comply with various FDA rules and regulations, including those regarding product manufacturing, food safety, required testing and appropriate labeling of our products. It is possible that regulations by the FDA and its interpretation thereof may change over time. As such, there is a risk that our products could become non-compliant with the FDA’s regulations and any such non-compliance could harm our business.
In the event we move forward with any independent certifications for non-GMO, gluten free, Kosher or organic status, our products shall rely on such third party independent certifications.
We may in the future rely on independent certification of our non-GMO, gluten-free, organic and Kosher products and must comply with the requirements of independent organizations or certification authorities in order to label our products as such. Currently, the FDA does not directly regulate the labeling of Kosher or non-GMO products as such. The FDA has defined the term "gluten-free" and we must comply with the FDA’s definition if we include this label on our products.
If our brand or reputation is damaged, the attractive characteristics that we offer retailers may diminish, which could diminish the value of our business.
We are currently an attractive brand for our customers because our products are high quality and generate a high level of retail sales at a premium margin relative to their shelf space. This is due to both our premium price point and our sales velocity. If our brand or reputation is damaged for any reason, consumers may no longer be willing to pay a premium price for our products and we may no longer be able to generate a high sales velocity at our then-current prices. If we no longer offer these characteristics, retailers may decrease their orders of our products and downgrade the in-store placement of our products, which could have an adverse effect on our business and profitability.
Existing investors have not waived their pre-emptive rights and may exercise those rights.
The pre-emptive right entitles those investors to participate in this securities issuance on a pro rata basis. If those investors choose to exercise their pre-emptive right, it could dilute shareholders in this round. This dilution could reduce the economic value of the investment, the relative ownership resulting from the investment, or both.
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.
Frequently Asked Questions
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.
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.
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.
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.
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 Soupure. Once Soupure accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Soupure in exchange for your shares. At that point, you will be a proud owner in Soupure.
To make an investment, you will need the following information readily available:
- Personal information such as your current address and phone number
- Employment and employer information
- Net worth and income information
- Social Security Number or government-issued identification
- 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.
The Crowd Note is a security which allows crowd investors to largely realize the same economic benefit traditional investors have historically received when investing in startups. For a convertible note round, investors under $20,000 will have their investment convert into preferred equity at liquidity event, locking in a share price at a discount to the next priced round, and will have an interest rate on their investment. Investors investing $20,000 and over will convert into preferred equity at the subsequent priced round at a discount to that priced round and will have an interest rate on their investment. For a priced round, investors under $20,000 will have their investment convert into preferred equity at a liquidity event, locking in the share price of the current round.
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, Soupure has set a minimum investment amount of US $500.
Accredited investors investing $20,000 or over do not have investment limits.
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:
- The company becomes a fully-reporting registrant with the SEC
- The company has filed at least one annual report, but has no more than 300 shareholders of record
- The company has filed at least three annual reports, and has no more than $10 million in assets
- The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
- 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.
Currently there is no market or liquidity for these shares. Right now Soupure does not plan to list these shares on a national exchange or another secondary market. At some point Soupure 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 Soupure either lists their shares on an exchange, is acquired, or goes bankrupt.
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.
This is Soupure'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 Soupure's Form C. The Form C includes important details about Soupure's fundraise that you should review before investing.
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
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.