- Profitable in 2017 with $449K in Net Sales.
- Signed license agreements with Perryscope Productions,LLC/Epic Rights, inc(for David Bowie) and Authentic Hendrix LLC & Experience Hendrix LLC (For Jimi Hendrix).
- Sold online on Revolve and Free People. Signed Concession Agreement with TopShop to sell in New York, Los Angeles, and London.
- Seen on Selena Gomez, Emma Roberts, Vanessa Hudgens, Olivia Wilde, and Chanel Iman. (Note: they are not contracted individuals/partners.) Over 206,000 Instagram followers.
- Media mentions include Vogue, Nylon, Los Angeles Times, and New York Times.
- Total Amount Raised: US $43,300
- Total Round Size: US $1,000,000
- Seed :
- Minimum Investment: US $1,000 per investor
- : Preferred Equity
- US $4,000,000 :
- Side by Side Offering
Since 2016, Stoned Immaculate has worked to establish itself as not just a clothing line, but a movement. We believe that fashion is a language that lets you know who a woman is.
Our woman is strong, motivated, and conscious of the world around her. The women’s liberation movement of the 1970’s was a turning point not only politically, but stylistically. For the first time, women were able to wear the clothes that didn’t present them as mere objects, but as empowered people with a point of view. Stoned Immaculate sees the similarities between the emerging woman of the 70’s and today’s woman. Stoned Immaculate joins with its woman to keep the revolution going.
Our line continues to expand. At present, sweaters, denim, outerwear, lingerie, silks, and ringer T’s outfit our woman. Accessories including sunglasses and purses add that final touch of vintage/contemporary chic to our collection. Most of our line is made in Los Angeles. We are a hands on family run company with an emphasis on sustainability and quality, that is the touchstone of our brand.
Always looking towards the designs of the future, Stoned Immaculate, has secured the licensing of David Bowie. We look forward to showing you the ch-ch-changes that will truly blow your mind. Our customer base is growing. Our repeat customer base is strong. Our average order has grown by more than 10% from 2017 to 2018. Stoned Immaculate may be a newer company, but our leadership team has been in the fashion world for decades.
Our products are ethically manufactured with premium recycled fabrications. We design everything in-house and produce in small batches locally in Los Angeles, California with most of our products. Our styles stand out through design and unique colorways. We labor extensively to get every detail just right - design, color, fit, luxurious fabric. We believe in staying true to the origins of manufacturing apparel with every stitch.
Our model is focused on the direct-to-consumer (DTC) model. Shopify, the platform upon which Stoned Immaculate web presence is built, offers the technical support necessary to ensure secure transactions and a smooth customer experience at virtually every level of scale.
Stoned Immaculate Clothing is not only a team venture, it's a team vision. Founders Alan Johnson and Elliot Hans bring a combined 5 decades in the clothing industry to this project. They have assembled a team of designers, marketers, and strategists to bring forward a line of clothing that is inspired by the past but speaks directly to the contemporary woman. With an emphasis on quality and a commitment to sustainable fashion, Stoned Immaculate Clothing is ready to rock the fashion world.
Please detail how the departure of Chloe Chippendale has affected the company from an operations, branding, and any other relevant perspective.
When we purchased Chloe’s business Stoned Immaculate Vintage, she was only selling vintage apparel, we thought this would be a good platform to build a Ready-to-Wear line on, which we did, “Stoned Immaculate Clothing”. Alan and Elliot are the ones with the expertise that drives our Ready-to-wear business.
Elliot has taken over the position of Design Director and we are supplementing his efforts with freelance designers. Chloe has been out of operations since June 2017, but is doing freelance design work for the company.
We are a vertical apparel manufacture. We design, purchase fabric, cut and sew women’s contemporary apparel for direct to consumer e-commerce sales with approximately 75% manufacturing margins. In addition to e-commerce, we also sell wholesale. The goal is to create a brand that our customer has an emotional attachment to, develop a high repeat business with low return rates.
One major advantage we have is the ability to produce and source top quality product that has a consistent fit. We believe fit and quality is a major component to building a brand and repeat business. We have already entered the market, we need new capital to expand our product line and market on social media platforms.
Our primary strategy to expanded our customer base is with digital marketing on various platforms domestically and internationally. We have had continues organic growth, through social media, primarily Instagram, this will continue but we have been excited by our results from digital marketing where we can drive our customer acquisition with sustainability.
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.
US $43,300 (under Reg CF only)
- Investors that invest $10,000 will be a part of the Morrison Collective. They will receive an owner’s discount of 50% off all future purchases.
- Investors that invest $5,000 will be part of the Hendrix Collective. They will receive an owner’s discount of 30% off all future purchases.
- Investors that invest $1,000 will be part of the Bowie Collective. They will receive an owner’s discount of 10% off all future purchases.
The first 50 investors that invest $5,000 to $10,000 will receive a limited edition Stoned Immaculate Family bomber jacket.
All investors will receive the following
Limited Edition Stoned Immaculate T-shirt
- VIP customer service
- First look at new styles
- Free passes to all VIP events
It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.
Stoned Immaculate Vintage, Inc. (“the Company”) is a corporation organized under the laws of the State of California. The Company sells apparel. The Company’s ability to continue as a going concern or to achieve management’s objectives may be dependent on the outcome of the offering or management’s other efforts to raise operating capital.
Inventory consists of goods available for sale and work in process. Management’s experience suggests that losses due to non‐saleable inventory are likely to be infrequent. Thus, no amount has been recorded in the statements to account for non‐saleable inventory.
The Company has the non‐exclusive right to use David Bowie’s likeness on certain items of apparel through March 31, 2020. In exchange for this right, the Company has agreed to remit 19% of net sales of such items to Perryscope Productions, LLC, the licensor.
The Company earns revenue primarily from sales of apparel. The Company sells items wholesale and online. Sales are stated net of returns, discounts, sales taxes, and other amounts for which the Company is not expected to recognize revenue. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, or services have been rendered, the fee for the arrangement is fixed or determinable and collectability is reasonably assured.
The Company occupies office and warehouse space under a month to month sublease agreement with Alan Johnson, the Company’s majority shareholder. There are no future minimum payments due under the lease.
The Company records advertising expenses in the year incurred.
Liquidity and Capital Resources
The proceeds from the Offering are essential to our operations. We plan to use the proceeds as set forth above under "Use of Proceeds", which is an indispensable element of our business strategy. The Offering proceeds will have a beneficial effect on our liquidity, as we have approximately $43,000 in cash on hand as of August 31, 2018 which will be augmented by the Offering proceeds and used to execute our business strategy.
The Company currently does not have any additional outside sources of capital other than the proceeds from the Combined Offerings.
The global women’s apparel market is $690 billion.
We believe the women’s apparel market has been experiencing huge shifts in the traditional business model from product development, marketing, distribution, and sustainability.
The single biggest change is occurring in the digital metrics of brand development via e-commerce. Stoned Immaculate Clothing was started with a vision and a mission to develop a direct to consumer model, centered on authentic and consistent customer engagement.
Our goal is to leverage our digital footprint to not only drive our own e-commerce business but also create demand for the Stoned Immaculate brand with our wholesale accounts. This synergistic approach will allow us to create brand awareness in the traditional brick and mortar environment as well as the digital landscape.
The Stoned Immaculate customer is evenly distributed between 18 to 60-year-old women, some of our customers grew up in the times of the 60’s and 70’s and others are finding it for the first time.
Risks Related to the Company’s Business and Industry
The reviewing CPA has included a “Concentrations of Risk” note in the reviewed financials. Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents. The Company places its cash and cash equivalents with a limited number of high quality financial institutions and at times may exceed the amount of insurance provided on such deposits.
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.
The Company has conducted transactions with related parties. See additional details on page 18 of the Offering Memorandum.
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 Alan Johnson and Elliot Johnson. They have not yet signed employment contracts with the Company. There can be no assurance that they will continue to be employed by the Company for a particular period of time. The loss of our key employees or any member of the board of directors or executive officer could harm the Company’s business, financial condition, cash flow and results of operations.
Cyclical and seasonal fluctuations in the economy may have an effect on our business. Both cyclical and seasonal fluctuations in internet usage and traditional retail seasonality may affect our business. Internet usage generally slows during the summer months, and queries typically increase significantly in the fourth quarter of each year. These seasonal trends may cause fluctuations in our quarterly results, including fluctuations in revenues.
We face competition from other companies in the DTC clothing space. Existing companies that engage in the DTC clothing business or are within the textiles space could introduce new or enhance existing products that could threaten Stoned Immaculate’ s market share.
We may be unable to maintain, promote, and grow its brand through marketing and communications strategies. It may prove difficult for Stoned Immaculate to dramatically increase the number of customers that they serve or to establish itself as a well-known brand in the competitive clothing space. A large portion of their 2018 projected sales growth is coming from increase digital marketing spend, which they have only been doing for a few months.
Given the niche designs of our products, our sales can be driven and highly influenced by consumer fads and preferences. These could change very quickly potentially impacting Stoned Immaculate’ s sales. We must correctly predict, identify, and interpret changes in consumer preferences and demand, offer new products to meet those changes, and respond to competitive innovation. Consumer preferences for our products change continually. Our success depends on our ability to predict, identify, and interpret the tastes and habits of consumers and to offer products that appeal to consumer preferences. If we do not offer products that appeal to consumers, our sales and market share will decrease. We must distinguish between short-term fads, mid-term trends, and long-term changes in consumer preferences. If we do not accurately predict which shifts in consumer preferences will be long-term, or if we fail to introduce new and improved products to satisfy those preferences, our sales could decline.
Achieving growth depends on our successful development, introduction, and marketing of innovative new products and line extensions. Successful innovation depends on our ability to correctly anticipate customer and consumer acceptance, to obtain, protect and maintain necessary intellectual property rights, and to avoid infringing the intellectual property rights of others and failure to do so could compromise our competitive position and adversely impact our business
The Company could be harmed if we are unable to accurately forecast demand for our products and to adequately manage our product inventory. Additionally, if we overestimate inventory, the Company may be left with excess inventory, which may become obsolete or out-of-date.
The Company has previously parted ways with a previous co-founder, Chloe Chippendale. The Company has completed the purchase of previous equity in the business.
The Company is currently in the process of obtaining a Certificate of Good Standing from the State of California, which usually takes about a week. If the Company is not currently in Good Standing, the Company's ability to do business could be impacted. The negative consequences potentially include: losing access to the courts, as a company that is not in good standing may not bring a lawsuit in that state until good standing is restored; tax liens; making it more difficult to secure capital or financing; losing naming rights; being subject to fines and penalties; or administrative dissolution or revocation.
Risks Related to the Securities
The Series Seed Preferred Stock will not be freely tradable until one year from the initial purchase date. Although the Series Seed Preferred Stock may be tradable under federal securities law, state securities regulations may apply and each Purchaser should consult with his or her attorney. You should be aware of the long-term nature of this investment. There is not now and likely will not be a public market for the Series Seed Preferred Stock. Because the Series Seed Preferred Stock have not been registered under the 1933 Act or under the securities laws of any state or non-United States jurisdiction, the Series Seed Preferred Stock have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the 1933 Act or other securities laws will be effected. Limitations on the transfer of the Series Seed Preferred Stock may also adversely affect the price that you might be able to obtain for the Series Seed Preferred Stock in a private sale. Purchasers should be aware of the long-term nature of their investment in the Company. Each Purchaser in this Offering will be required to represent that it is purchasing the Securities for its own account, for investment purposes and not with a view to resale or distribution thereof.
A majority of the Company is owned by a small number of owners. Prior to the Offering the Company’s current owners of 20% or more beneficially own up to 100% of the Company. Subject to any fiduciary duties owed to our other owners or investors under California 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 investor proxy agreement, which limits your voting rights. All Non-Major Purchasers of Series Seed Preferred Stock will be bound by an investor proxy agreement. This agreement will limit your voting rights and at a later time may require you to convert your future preferred shares into common shares without your consent. Non-Major Purchasers will be bound by this agreement, unless Non-Major Purchasers holding a majority of the principal amount outstanding of the Series Seed Preferred Stock held by Non-Major Purchasers vote to terminate the agreement.
The Securities will be equity interests in the Company and will not constitute indebtedness. The Securities will rank junior to all existing and future indebtedness and other non-equity claims on the Company with respect to assets available to satisfy claims on the Company, including in a liquidation of the Company. Additionally, unlike indebtedness, for which principal and interest would customarily be payable on specified due dates, there will be no specified payments of dividends with respect to the Securities and dividends are payable only if, when and as authorized and declared by the Company and depend on, among other matters, the Company’s historical and projected results of operations, liquidity, cash flows, capital levels, financial condition, debt service requirements and other cash needs, financing covenants, applicable state law, federal and state regulatory prohibitions and other restrictions and any other factors the Company’s board of directors deems relevant at the time. In addition, the terms of the Securities will not limit the amount of debt or other obligations the Company may incur in the future. Accordingly, the Company may incur substantial amounts of additional debt and other obligations that will rank senior to the Securities.
There can be no assurance that we will ever provide liquidity to Purchasers through either a sale of the Company or a registration of the Securities. There can be no assurance that any form of merger, combination, or sale of the Company will take place, or that any merger, combination, or sale would provide liquidity for Purchasers. Furthermore, we may be unable to register the Securities for resale by Purchasers for legal, commercial, regulatory, market-related or other reasons. In the event that we are unable to effect a registration, Purchasers could be unable to sell their Securities unless an exemption from registration is available.
The Company does not anticipate paying any cash dividends for the foreseeable future. The Company currently intends to retain future earnings, if any, for the foreseeable future, to repay indebtedness and to support its business. The Company does not intend in the foreseeable future to pay any dividends to holders of its shares of preferred stock.
Any valuation at this stage is difficult to assess. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold.
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 securities, 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 Stoned Immaculate. Once Stoned Immaculate accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Stoned Immaculate in exchange for your securities. At that point, you will be a proud owner in Stoned Immaculate.
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 passport
- 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.
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, Stoned Immaculate has set a minimum investment amount of US $1,000.
Accredited investors investing $20,000 or over do not have investment limits.
You are a partial owner of the company, you do own securities after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.
In certain circumstances a company may terminate its ongoing reporting requirement if:
- 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 securities. Right now Stoned Immaculate does not plan to list these securities on a national exchange or another secondary market. At some point Stoned Immaculate 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 Stoned Immaculate either lists their securities 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 Stoned Immaculate'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 Stoned Immaculate's Form C. The Form C includes important details about Stoned Immaculate'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 securities have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, you may go to your portfolio page
If you invest under any other offering type, you may cancel your investment at any time, for any reason until a closing occurs. You will receive an email when the closing occurs and your securities have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your portfolio page.