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SynTouch

Biomimetic touch technology that enables robots to feel the world: Machine Touch® is impacting the fields of robotics, VR haptics, prosthetics, and e-commerce.

SynTouch 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 SynTouch 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

  • Customers include: P&G, Honda, Google, BASF, Volkswagen, Microsoft, L'Oreal, Nike, and more.
  • Seven issued patents and protected trade secrets, developed over 10 years and $6M in research grants awarded by DoD, DARPA, NSF, and NIH.
  • Founded by Gerald Loeb, MD, a world-leading neuroscientist with 65 patents.
  • Recognized as Technology Pioneers by the World Economic Forum, Breakthrough Innovators by Popular Mechanics, and featured in World Internet Congress @ Wuzhen, Wired, Fox News, and many more.
  • Diversified revenue mix of sensor sales, haptics testing, contracted R&D, and sales/rentals of the brand new Toccare haptic instrument, totaling $1.4+ million for 2017.

Fundraise Highlights

  • Total Amount Raised: US $1,734,253
  • Total Investors: 724
  • Total Round Size: US $2,000,000
  • Raise Description:  Seed
  • Minimum Investment:  US $500 per investor
  • Security Type:  Preferred Equity
  • Pre-Money Valuation:  US $12,000,000
  • Offering Type:   Side by Side Offering

“This is the kind of robot that humanity needs, something that can feel pressure and texture and temperature – just like we can.” -Wired Magazine


Touch is a unique sense. Unlike sound or light, tactile properties can be difficult to quantify. You can measure decibels or lumens, but touch is a subjective sense with subjective descriptions, like “rough,” “squishy,” or “cold.” The sense of touch is one of the most important but least understood of the human senses. It is essential for characterizing and handling objects. It motivates decisions to purchase consumer goods and it protects our bodies from injury. When human hands are numb, we crush or drop objects; robots without a sense of touch are just as clumsy.

Our mission is to enable machines to achieve human-like perception with machine consistency. An artificial sense of touch requires robust and appropriate tactile sensors, control of exploratory movements, signal processing and perceptual algorithms. SynTouch is a leader in providing this haptic hardware and software and is continuing to expand its technology suite. We measure what a person can feel, and unlike humans, we do so objectively and repeatedly.

SynTouch’s biomimetic sensors capture the texture of a material, the give of it, and how warm or cool it feels. It further breaks down these qualities into 15 highly specific properties with names like "adhesive tack," "thermal persistence," "tactile compliance," and "macrotexture coarseness." To gather this information, the SynTouch Toccare imitates humans by poking and sliding its robot finger across a material with precise control of the digit's force and velocity.

SynTouch is using this process with thousands of materials, with a vision of developing an objective standard of this subjective sense. With such a standard, you could bring haptic information to online shopping. An online marketplace might one day tag a sweatshirt not just with a color and size, but a quantification of its feel, empowering both consumers and companies.

We believe that substantial opportunities exist for enabling applications in current and next-generation robots as well as establishing an industry standard for the language of touch. 

Pitch Deck

Product & Service

SynTouch’s products do the tasks you would expect your own fingers to do: they enable dexterity, prevent damage, provide awareness, protect humans, and improve product quality. We’re introducing this ability to a wide variety of robots and uses through our platform neutral strategy. 

Tactile Sensors

Since SynTouch’s launch out of the University of Southern California in 2008, its BioTac has been a leading tactile sensor enabling dexterous robotic and prosthetic hands. We partner with many of the leading laboratories in the world. SynTouch has incorporated its NumaTac sensors into the fingertips of prosthetic hands that are now in a clinical trial funded by the U.S. Department of Defense. Additionally, SynTouch has developed a biomimetic grip control algorithm that functions like human reflexes. Our goal is to make a prosthetic hand work much more like a human hand and improve patients’ lives.

Consumer Product and Materials Testing

We believe Haptic Branding is one of the last frontiers in consumer products. Consumers make decisions each day regarding purchases, oftentimes with the "feel" being an important element. We make the process of controlling this consumer experience scientific, objective, and quantifiable. That is why many leading companies (like Nike, Google, and Procter & Gamble) have come to SynTouch.

Telerobotics

SynTouch works with several of the world leaders in robotics. Our technology is integrated onto platforms such as Shadow, Schunk, Kuka, Kinova, Robotiq, ABB, Barrett, Fanuc, and Allegro. Our sensors facilitate uniquely dexterous manipulation and object characterization. Further, the work being done in prosthetics, which are essentially telerobots, is synergistic to our efforts to enable truly dexterous robots. These robots in the future will work more like humans work: next to us in a factory, in our homes, helping our police and military. Machine Touch is critical for this to become a reality.

Virtual Reality & Realistic Tactile Displays

SynTouch aims to become the tactile standard for haptics displays of various types. Just as our tech is used by many companies to understand the haptic properties of their products, the data from SynTouch can be used to quantify the AR/VR experiences being created by various platforms and/or drive those platforms with detailed data on surface characteristics and other haptic properties. 

Touch-Scale

One thing you cannot "display" to consumers in an e-commerce environment is what a product feels like. You can read reviews (which may or may not be misleading), or you can examine the physical specifications (which may not accurately reflect their haptics). SynTouch has created a simplified version of our standard: an infographic construct that will enable e-commerce platforms to provide this information about the feel of a product, helping to increase sales and reduce returns. The same information can also be used to drive customer-specific presorting of products based on their preferred feel for products. SynTouch is already in talks with multiple large e-commerce brands.

Media Mentions

Team Story

SynTouch was founded to participate in the DARPA Revolutionizing Prosthetics projects and the original IP was developed in the laboratory of Dr. Gerald Loeb at the University of Southern California.   Several of Dr. Loeb's PhD students who were involved in the creation of the original IP rounded out the original founding team.  As the technology has matured over the years, a number of novel applications for the commercialization of touch have evolved. This small team has created a significant amount of IP and is recognized as leaders in the field.  

Founders and Officers

Gerald Loeb, Md

Founder and Chief Science Advisor

Dr. Loeb completed his MD at Johns Hopkins before becoming a Neuroscientist. He is a professor at the USC Viterbi School of Engineering and Director of the Medical Device Development Facility. He holds more than 65 medical device patents including critical work with the Cochlear Implant. His current work includes projects such as the Fetal Pacemaker.

Gerald Loeb, Md

Founder and Chief Science Advisor

Dr. Loeb completed his MD at Johns Hopkins before becoming a Neuroscientist. He is a professor at the USC Viterbi School of Engineering and Director of the Medical Device Development Facility. He holds more than 65 medical device patents including critical work with the Cochlear Implant. His current work includes projects such as the Fetal Pacemaker.

Jeremy Fishel, PhD

Co-Founder & CTO

Jeremy completed his PhD from the University of Southern California for his work on fluid-based tactile sensing and characterization of objects by touch. As Chief Technology Officer, Jeremy works with our R&D and engineering teams to develop new products and services that address unmet market needs in the field of touch.

Jeremy Fishel, PhD

Co-Founder & CTO

Jeremy completed his PhD from the University of Southern California for his work on fluid-based tactile sensing and characterization of objects by touch. As Chief Technology Officer, Jeremy works with our R&D and engineering teams to develop new products and services that address unmet market needs in the field of touch.

David Groves

Chief Executive Officer

David Groves received his MBA from the University of Southern California and brings more than 20 years of business development and management experience from multiple fields including:  medical devices, consulting and manufacturing.  

David Groves

Chief Executive Officer

David Groves received his MBA from the University of Southern California and brings more than 20 years of business development and management experience from multiple fields including:  medical devices, consulting and manufacturing.  

Matt Borzage received his PhD in Biomedical Engineering from the University of Southern California.  He worked closely with the team that designed the original BioTac and is an Assistant Professor at USC.  He continues to work at SynTouch on strategic projects.

Matthew Borzage, PhD

Co-Founder

Matt Borzage received his PhD in Biomedical Engineering from the University of Southern California.  He worked closely with the team that designed the original BioTac and is an Assistant Professor at USC.  He continues to work at SynTouch on strategic projects.

Notable Advisors & Investors

Comet Labs Vc

Investor, Silicon Valley based VC focused on AI and Robotics

Gerald Loeb, Md

Investor, World-renowned NeuroScientist with more than 65 patents.

Fred Zhang

Investor, Senior Software Designer for Google and an Entrepreneur/Investor.

DL Capitals

Investor, Shanghai based VC with a broad range of investments.

Richard Koffler

Advisor, CEO of Greenwings Biomedical and a board member of SynTouch.

Q&A with the Founder

  • Please detail your product/platform.
    The BioTac is our core technology, an innovative sensor that mimics human form and function. We have signal processing algorithms and AI that optimizes human-like movements. We have low-cost sensors that with our algorithms enable robots/telerobots to grasp in more human-like ways. Our customers include some of the most important companies in the world.
  • What’s the difference between BioTac and NumaTac? What’s the revenue share split?
    NumaTac is a basic low-cost, low-bandwidth sensor. BioTac has a higher bandwidth, multi-modal, biomimetic (human-like) sensor. BioTac is our core technology while NumaTac is a lower cost option that is often used in prosthetic hands or assistive robots due to bandwidth limitations and price sensitivity. BioTac is 80% of our current revenue, but we believe it will increase in importance as more robotics platforms adopt our technologies.
  • Can you talk a bit about your business/ revenue model and typical customer profile?
    We primarily sell sensors to commercial and academic enterprises for advanced research and provide haptic testing services to many of the world’s leading companies. We recently completed the development of Toccare, which is a unique system for quantifying tactile perception of products based on our sensors. We both rent and sell the Toccare depending upon customer needs.
  • Is research the only current application? What are other key use cases to represent your primary revenue channels?
    Our primary application is the characterization of materials, which helps companies optimize and/or control the quality of their products. Secondary applications in the future will be for a consumer-oriented Touch-Scale to facilitate online purchases. Toccare hardware is either rented or sold to the customer.
  • What is Toccare? What does the timeline to rollout look like? Is this included in your pipeline/financial projections?
    Toccare is the instrumentation system that drives our sensors and BioTac is the fingertip sensor itself. Think of BioTac as the fingertip and Toccare as its movement system (arm/hand) and brain (signal processing and AI). Before Toccare, a customer’s only option was to use SynTouch as its testing lab. Toccare is now a highly standardized, industry-ready solution that requires very little skill to operate. SynTouch still performs a lot of outsourced research for customers. Many companies pay us for our expertise, not just our products or our test data. Analysis of the data acquired is done through a user interface that the client can use and/or data can be transmitted to SynTouch for further interpretation.
  • 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 $2,000,000

  • Raised to date:
    US $1,734,253
    US $828,159 (under Reg CF only)

  • Minimum investment:
    US $500

  • Target Minimum:
    US $1,000,000
  • Key Terms

  • Security Type:
    Preferred Equity

  • Share price:
    US $2.1092

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

  • Is participating?:
    False

  • Liquidation preference:
    1.0x
  • Additional Terms

  • 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.

  • CF Offering Cap
    While the Company is offering up to $2,000,000 worth of securities in its Series A Round, only up to $1,070,000 of that amount may be raised through Regulation CF.

  • Closing conditions:
    While SynTouch has set an overall target minimum of US $1,000,000 for the round, SynTouch 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 SynTouch's Form C.

  • Regulation CF cap:
    While SynTouch is offering up to US $2,000,000 worth of securities in its Seed, only up to US $1,070,000 of that amount may be raised through Regulation CF.

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

  • Use of Proceeds

    Prior Rounds

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


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

    Pre-Seed

  • Round Size
    US $1,274,000
  • Closed Date
    Jun 25, 2016
  • Security Type
    Convertible Note
  • Valuation Cap
    US $12,000,000
  • Financial Discussion

    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.

    Operations

    The Company operates out of a 4,500 square foot facility in Montrose, CA. This facility has all the necessary space and equipment for the medium-term future. The Company has 8 full-time employees as well as several part-time employees and frequently utilizes consultants to maximize efficiency and control costs. Customers include many of the most prominent names in industry and academia. Revenues for 2017 were approximately $1.4M. The revenue mix for SynTouch includes: sales of sensors, haptics testing, sponsored R & D including federal grants, joint development agreement with P & G, rentals of the new company Toccare system, as well as warranty and parts sales, services, etc.

    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 $311,000 in cash on hand as of January 30, 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.

    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 the Form C and should be in their entirety. The financial statements of the Company are attached to the Form C as Exhibit B.

    Market Landscape

    The Confederation of Inspection and Certification Organizations estimates that the testing, inspection and certification (TIC) industry is highly fragmented with over 2,000 companies employing more than 600,000 people. Further, that market is expected to reach  a value of $247.94 Billion by 2023.

    Risks and Disclosures

    We are dependent on our executive officers and key employees for the management of our business, and their loss and failure to replace them could have a material adverse effect on our financial condition and operating results. To be successful, we must have qualified, competent managers and engineers. There is no assurance that we will be able to retain and recruit the professional personnel we need to execute our business plan. We do not carry key person insurance. Our success will depend on our ability to retain our current management and key employees. Competition for these key persons in our industry is intense and we cannot guarantee that we will be able to retain our personnel. The loss of the services of certain members of our senior management or key employees could prevent or delay the implementation and completion of our strategic objectives, or divert management’s attention to seeking qualified replacements.

    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.

    We have not prepared any audited financial statements for our fiscal year ending December 31, 2017. Therefore, you have no audited financial information regarding the Company’s capitalization or assets or liabilities for 2017 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 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.

    We have only conducted a limited number of market studies. We have only conducted limited formal market studies concerning the demand for our technology and services. There is no independent confirmation of public acceptance of the concept; however, management believes the public acceptance of renewable hydrogen fueling stations will be favorable based on their internal research and experience.

    Financial projections included with this Offering Circular may prove to be inaccurate. Financial projections concerning our estimated operating results may be included with the Memorandum, the Exhibits attached hereto or any documents incorporated by reference. Any projections would be based on certain assumptions which could prove to be inaccurate and which would be subject to future conditions, which may be beyond our control, such as general industry conditions. We may experience unanticipated costs, or anticipated revenues may not materialize, resulting in lower operating results than forecasted. We cannot assure that the results illustrated in any financial projections will in fact be realized by us.

    We may not be able to successfully compete against companies with substantially greater resources. As our industry matures, larger companies may develop products or services similar to ours and compete with our Company. These companies may be better capitalized and with greater resources. We may be unable to compete against such companies.

    We may not have adequate capital to fund our business. We will have limited capital available to us, to the extent that we raise capital from this Offering. If our entire original capital is fully expended and additional costs cannot be funded from borrowings or capital from other sources, then our financial condition, results of operations, and business performance would be materially adversely affected. We cannot assure that we will have adequate capital to conduct our business.

    The consideration being paid to our management was not based on arm's length negotiation. The securities and cash consideration paid or being paid by us to our management have not been determined based on arm's length negotiation. While management believes that the consideration is fair for the work being performed, we cannot assure that the consideration to management reflects the true market value of its services.

    We may seek to grow our business through acquisitions of complementary products or technologies, and the failure to manage acquisitions, or the failure to integrate them with our existing business, could have a material adverse effect on our business, financial condition and operating results. From time to time, we may consider opportunities to acquire other products or technologies that may enhance our products or technology, or advance our business strategies. Potential acquisitions involve numerous risks, including:

    • increased legal and accounting costs relating to the acquisitions or compliance with regulatory matters.
    • problems assimilating the acquired products or technologies;
    • issues maintaining uniform standards, procedures, controls and policies;
    • unanticipated costs associated with acquisitions;
    • diversion of management’s attention from our existing business;
    • risks associated with entering new markets in which we have limited or no experience; and
    • increased legal and accounting costs relating to the acquisitions or compliance with regulatory matters.

    We have no current commitments with respect to any acquisition and no current plans to seek acquisitions; however, depending on industry and market conditions, we may consider acquisitions in the future. If we do proceed with acquisitions, we do not know if we will be able to identify acquisitions we deem suitable, whether we will be able to successfully complete any such acquisitions on favorable terms or at all, or whether we will be able to successfully integrate any acquired products or technologies. Our potential inability to integrate any acquired products or technologies effectively may adversely affect our business, operating results and financial condition.

    If we fail to properly manage our anticipated growth, our business could suffer. Failure to manage our growth effectively could cause us to misallocate management or financial resources, and result in losses or weaknesses in our infrastructure, which could materially adversely affect our business. Additionally, our anticipated growth will increase the demands placed on our suppliers, resulting in an increased need for us to manage our suppliers and monitor for quality assurance.

    Moreover, there are significant costs and risks inherent in selling our products in international markets, including: (a) time and difficulty in building a widespread network of distribution partners; (b) increased shipping and distribution costs, which could increase our expenses and reduce our margins; (c) potentially lower margins in some regions; (d) longer collection cycles in some regions; (e) compliance with foreign laws and regulations; (f) compliance with anti-bribery, anti-corruption, and anti-money laundering laws, such as the Foreign Corrupt Practices Act and the Office of Foreign Assets Control regulations, by us, our employees, and our business partners; (g) currency exchange rate fluctuations and related effects on our results of operations; (h) economic weakness, including inflation, or political instability in foreign economies and markets; (i) compliance with tax, employment, immigration, and labor laws for employees living or traveling abroad; (j) workforce uncertainty in countries where labor unrest is more common than in the United States; (k) business interruptions resulting from geopolitical actions, including war and terrorism, or natural disasters, including earthquakes, typhoons, floods and fires; and (l) other costs and risks of doing business internationally.

    These and other factors could harm our ability to implement planned international operations and, consequently, harm our business, results of operations, and financial condition. Further, we may incur significant operating expenses as a result of our planned international expansion, and it may not be successful. We have limited experience with regulatory environments and market practices internationally, and we may not be able to penetrate or successfully operate in new markets. We may also encounter difficulty expanding into international markets because of limited brand recognition, leading to delayed or limited acceptance of our products by patients in these markets. Accordingly, if we are unable to expand internationally or manage our international operations successfully, we may not achieve the expected benefits of this expansion and our financial condition and results of operations could be harmed.

    The industries in which the Company operates are competitive and subject to rapid technological change. If any competitors are better able to develop and market products that are safer, more effective, less costly, easier to use, or are otherwise more attractive, we may be unable to compete effectively with other companies. Industrial and robotics are characterized by intense competition and rapid technological change, and we will face competition on the basis of product features, clinical outcomes, price, services and other factors. Competitors may include large medical device and other companies, some of which have significantly greater financial and marketing resources than we do, and firms that are more specialized than we are with respect to particular markets. Our competition may respond more quickly to new or emerging technologies, undertake more extensive marketing campaigns, have greater financial, marketing and other resources than we do or may be more successful in attracting potential customers, employees and strategic partners.

    Our competitive position will depend on multiple, complex factors, including our ability to achieve market acceptance for our products, develop new products, implement production and marketing plans, secure regulatory approvals for products under development and protect our intellectual property. In some instances, competitors may also offer, or may attempt to develop, alternative therapies for disease states that may be delivered without a medical device. The development of new or improved products, processes or technologies by other companies may render our products or proposed products obsolete or less competitive. The entry into the market of manufacturers located in low-cost manufacturing locations may also create pricing pressure, particularly in developing markets. Our future success depends, among other things, upon our ability to compete effectively against current technology, as well as to respond effectively to technological advances, and upon our ability to successfully implement our marketing strategies and execute our research and development plan.

    We may not have sufficient funds to meet our future capital requirements. We believe that the proceeds of this Combined Offering and other potential sources of liquidity will be sufficient to meet our anticipated cash needs. In the event the Company does not raise the Closing Amount, the Company may not fully meet its capital needs and may need to raise additional capital. Additionally, if we require additional funds during that period or in later periods, we may need to seek additional sources of funds, including potentially by selling additional equity securities, borrowing or selling or licensing our assets. However, we may be unable to obtain additional funds on reasonable terms, or at all. As a result, we may be required to reduce the scope of, or delay or eliminate, some or all our current and planned commercialization and research and development activities. We also may have to reduce sales, marketing, customer service, or other resources devoted to our business. Any of these actions could materially harm our business and results of operations.

    We may receive a significant number of warranty claims or our products may require significant amounts of service after sale. As the number and complexity of the features and functionalities of our products increase, we may experience a higher level of warranty claims. If product returns or warranty claims are significant or exceed our expectations, we could incur unanticipated expenditures for parts and services, which could have a material adverse effect on our operating results.

    Defects in our products or the software that drives them could adversely affect the results of our operations. The design, manufacture and marketing of our products involve certain inherent risks. Manufacturing or design defects, unanticipated use of our products, or inadequate disclosure of risks relating to the use of products can lead to injury or other adverse events. In addition, because our products include technology which is not developed in-house at SynTouch, we may not be aware of manufacturing defects that could occur. Such adverse events could lead to recalls or safety alerts, and could result, in certain cases, in the removal of our products from the market. A recall could result in significant costs bit financially and to the reputation of the Company. The medical device industry has historically been subject to extensive litigation over product liability claims. We have not been subject to such claims to date; however, we may become subject to product liability claims alleging defects in the design, manufacture or labeling of our products in the future. A product liability claim, regardless of its merit or eventual outcome, could result in significant legal defense costs and high punitive damage payments.

    We currently rely, and in the future will rely, on sales of our products for our revenue, and we may not be able to achieve or maintain market acceptance. We currently rely, and in the future will rely, on sales of our products for our revenue. SynTouch’s products are relatively new products, and market acceptance and adoption depend on educating and continued acceptable. Achieving and maintaining market acceptance of products could be negatively impacted by many other factors, including, but not limited to:

    • the introduction of new competitive products or greater acceptance of competitive products
    • adverse regulatory or legal actions relating to our products or similar products or technologies;
    • problems arising from the outsourcing of our manufacturing capabilities, or our existing manufacturing and supply relationships.

    Any factors that negatively impact sales would adversely affect our business, financial condition and operating results.

    Our principal shareholders own voting control of our Company. Our current officers, directors, founders, and principal shareholders currently own a total of 4,100,000 shares of our Common Stock or 91% of the total issued and outstanding capital stock of the Company. Our principal shareholders will own a majority of our Common Stock following the Offering. These shareholders are able to exercise significant control over all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control and might adversely affect the market price of our common stock. This concentration of ownership may not be in the best interests of all our shareholders.

    There are limitations on the liability of our directors and officers. As permitted by Delaware law, our certificate of incorporation limits the liability of our directors and officers for monetary damages for any breach of a fiduciary duty except in certain instances. As a result, stockholders may have limited rights to recover against directors for breach of fiduciary duty. In addition, our certificate of incorporation provides that we will indemnify our directors and officers to the fullest extent permitted by law.

    Our failure to maintain effective internal controls over financial reporting could have an adverse impact on us. We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations. In addition, management's assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for Investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, disclosure of management's assessment of our internal controls over financial reporting or disclosure of our public accounting firm's attestation to or report on management's assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.

    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.

    SynTouch'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 SynTouch's  Form C

    Frequently Asked Questions

    About Side by Side Offerings
    What is Side by Side?

    A Side by Side offering refers to a deal that is raising capital under two offering types. This Side by Side offering is raising under Regulation CF and Rule 506(c) of Regulation D.


    What is a Form C?

    The Form C is a document the company must file with the Securities and Exchange Commission (“SEC”) which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.

    Before making any investment decision, it is highly recommended that prospective investors review the Form C filed with the SEC (included in the company's profile) before making any investment decision.


    What is Rule 506(c) under Regulation D?

    Rule 506(c) under Regulation D is a type of offering with no limits on how much a company may raise. The company may generally solicit their offering, but the company must verify each investor’s status as an accredited investor prior to closing and accepting funds. To learn more about Rule 506(c) under Regulation D and other offering types check out our blog and academy.


    What is Reg CF?

    Title III of the JOBS Act outlines Reg CF, a type of offering allowing private companies to raise up to $1 million from all Americans. Prior capital raising options limited private companies to raising money only from accredited investors, historically the wealthiest ~2% of Americans. Like a Kickstarter campaign, Reg CF allows companies to raise funds online from their early adopters and the crowd. However, instead of providing investors a reward such as a t-shirt or a card, investors receive securities, typically equity, in the startups they back. To learn more about Reg CF and other offering types check out our blog and academy.


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


    What will I need to complete my investment?

    To make an investment, you will need the following information readily available:

    1. Personal information such as your current address and phone number
    2. Employment and employer information
    3. Net worth and income information
    4. Social Security Number or passport
    5. ABA bank routing number and checking account number (typically found on a personal check or bank statement)

    If you are investing under Rule 506(c) of Regulation D, your status as an Accredited Investor will also need to be verified and you will be asked to provide documentation supporting your income, net worth, revenue, or net assets or a letter from a qualified advisor such as a Registered Investment Advisor, Registered Broker Dealer, Lawyer, or CPA.


    How much can I invest?

    An investor is limited in the amount that he or she may invest in a Reg CF offering during any 12-month period:

    • If either the annual income or the net worth of the investor is less than $100,000, the investor is limited to the greater of $2,000 or 5% of the lesser of his or her annual income or net worth.
    • If the annual income and net worth of the investor are both greater than $100,000, the investor is limited to 10% of the lesser of his or her annual income or net worth, to a maximum of $100,000.

    Separately, SynTouch 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 securities after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.

    In certain circumstances a company may terminate its ongoing reporting requirement if:

    1. The company becomes a fully-reporting registrant with the SEC
    2. The company has filed at least one annual report, but has no more than 300 shareholders of record
    3. The company has filed at least three annual reports, and has no more than $10 million in assets
    4. The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
    5. The company ceases to do business

    However, regardless of whether a company has terminated its ongoing reporting requirement per SEC rules, SeedInvest works with all companies on its platform to ensure that investors are provided quarterly updates. These quarterly reports will include information such as: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) any notable press and news.


    How can I sell my securities in the future?

    Currently there is no market or liquidity for these securities. Right now SynTouch does not plan to list these securities on a national exchange or another secondary market. At some point SynTouch 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 SynTouch either lists their securities on an exchange, is acquired, or goes bankrupt.


    How do I keep track of this investment?

    You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement. If invested under Regulation CF you may also receive periodic updates from the company about their business, in addition to monthly account statements.


    Other General Questions
    What is this page about?

    This is SynTouch'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 SynTouch's Form C. The Form C includes important details about SynTouch's fundraise that you should review before investing.


    How can I (or the company) cancel my investment under Regulation CF?

    For offerings made under Regulation CF, you may cancel your investment at any time up to 48 hours before a closing occurs or an earlier date set by the company. You will be sent a reminder notification approximately five days before the closing or set date giving you an opportunity to cancel your investment if you had not already done so. Once a closing occurs, and if you have not canceled your investment, you will receive an email notifying you that your securities have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, you may go to your portfolio page


    What if I change my mind about investing?

    If you invest under any other offering type, you may cancel your investment at any time, for any reason until a closing occurs. You will receive an email when the closing occurs and your securities have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your portfolio page.