- Over 823K units sold and over $3.5M in sales since launch in May of 2020. Revenue grew over 200% YoY from 2020-2021, and is on pace to grow 100% YoY from 2021-2022 (unaudited)
- Controls 4 of the top 5 best selling cannabis beverages in California as of Nov. 23, 2022 (according to Headset, a leading cannabis data-insights company)
- Over 400+ orders in the last 30 days, including orders from the top retailers in California and Oregon (MedMen, Cookies, Eaze, Greenthumbs)
- Expanded to Oregon in Q4 2022 with additional signed expansion deals in Michigan (expected Q1 2023) and Washington (expected Q2 2023). Negotiating with partners for H2 2023E expansion in CO, AZ, NM, and NV
- Cannabis beverage market is projected to grow with a CAGR of 54.31% to $7.9B in 2026. Uncle Arnie's currently has a 30%+ estimated market share in the California high-dose cannabis beverage category (according to Headset)
- Total Amount Raised: US $232,504
- Total Round Size: US $1,235,000
- Raise Description: Seed
- Minimum Investment: US $1,010 per investor
- Security Type: Preferred Equity
- Pre-Money valuation : US $20,000,000
- Offering Type: Side by Side Offering
Uncle Arnie's is California's best-selling high-dosage cannabis beverage brand changing the way people perceive, consume, and enjoy cannabis. Our mission is to create the world's most approachable, accessible, and iconic cannabis beverages.
What can I get you to drink?
This is the question we are asked multiple times per day.
We drink coffee in the mornings with our colleagues, beers in the afternoon with friends, or maybe a glass of wine in the evening with our loved one.
Why would cannabis be any different?
The prohibition of cannabis is ending. 37 U.S. States now have legalized either medical or recreational cannabis. On October 6th, 2022, President Biden asked the "Secretary of Health and Human Services and the Attorney General to initiate the administrative process to review expeditiously how marijuana is scheduled under federal law." However, data has surfaced around the danger surrounding the combustion & inhalation of cannabis which creates an opportunity for new forms of cannabis consumption.
The introduction of cannabis beverages, a familiar consumption format, has the potential to attract a larger and more varied consumer audience compared to smoking cannabis, as it is a far more inclusive and socially normalized type of consumption.
Uncle Arnie's was launched in Q2 2020 as an accessible and delicious cannabis beverage brand to speak to the hippy, legacy consumer. We leveraged decades of legacy cannabis heroes to create our mascot Uncle Arnie, an approachable figurehead for our brand, meant to represent figures like Jerry Garcia, Cheech & Chong, and The Dude from The Big Lebowski.
Since inception, we have seen commercial success. We have achieved revenue of over $3.5M and more than 823K units sold since inception. We are the leading high-dose cannabis beverage brand in California with 4 of the top 5 best selling cannabis beverages. We just expanded into Oregon in Q4 2022, with agreements in place to expand to Michigan and Washington in 2023.
Uncle Arnie's is available in the top retail stores across CA and OR including MedMen, Cookies and Eaze.
Founders and Officers
Chief Executive Officer
President & Chief Operating Officer
Chief Revenue Officer
Key Team Members
A Side by Side offering refers to a deal that is raising capital under two offering types. Investments made through the SeedInvest platform are offered via Regulation CF and subject to investment limitations further described in the Form C and/or subscription documents. Investments made outside of the SeedInvest platform are offered via Regulation D and requires one to be a verified accredited investor in order to be eligible to invest.
US $187,456 (under Reg CF only)
Investors who invest less than $50,000 will have their securities held in trust with a Custodian that will serve as a single shareholder of record. These investors will be subject to the Custodian’s Account Agreement, including the electronic delivery of all required information.
Use of Proceeds
A TRIP WORTH TAKING : Investors who invest a minimum of $1,500 or more by Saturday, January 7th at 11:59pm ET, will be automatically entered into a raffle for a chance to win a magical getaway for two. The trip includes a 3-night stay at a magical resort + flight and personalized Uncle Arnie's perks for two (offer valid for a year). A combined value of up to $10,000.
Tier 1: Investors of $2,000 - $4,999 will receive an Uncle Arnie's Swag Package.
Tier 2: Investors of $5,000 - $9,999 will receive an Uncle Arnie's Swag Package and a special edition Uncle Arnie's Skateboard (not to ever be released to the public)
Tier 3: Investors of $10,000 - $24,999 will receive an Uncle Arnie's Swag Package and a special edition Uncle Arnie's Shoes(not to ever be released to the public)
Tier 4: Investors of $25,000 - $49,999 will receive an Uncle Arnie's Swag Package and a custom Uncle Arnie's hand drawn piece with your character included (printed + digital)
Enthusiasts: Investors of $50,000 or more will receive a $1000 Delta Gift Card and will be invited to a private dinner with the Founders of Uncle Arnie's in Los Angeles for a private tasting following the close of the campaign. (and Tiers 2, 3 and 4)
The company is offering all potential SeedInvest investors a 20% discount to buy Uncle Arnie's merchandise. Copy and paste the URL below into your browser and use the discount code:"SEED" at checkout to receive the 20% discount exclusive to SeedInvest users.
It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.
Please note that due to share price calculations, some final investment amounts may be rounded down to the nearest whole share - these will still qualify for the designated perk tier. Additionally, investors must complete the online process and receive an initial email confirmation by the deadline stated above in order to be eligible for perks.
The graph below illustrates the valuation cap or the pre-money valuation of Uncle Arnie's's prior rounds by year.
The cannabis beverage market is in its infancy and this status presents a tremendous opportunity. Today, cannabis beverages make up roughly 3% of all purchases at dispensaries in which cannabis beverages are sold, per Forbes. That being said, the cannabis beverage market is expected to grow at a CAGR of 54.31% to nearly $8B by 2026.
The CEO of Curaleaf (CNSX: CURA), Boris Jordan, said in a September 2022 interview that "beverages are the real prize," and he believes that within 5-10 years cannabis beverages will make up 50% of total cannabis purchases.
Uncle Arnie’s, California’s best-selling high dose cannabis beverage brand controls ~30% of that market. We think Uncle Arnie’s has been able to differentiate its brand by delivering delicious and accessible products. The brand itself is eye catching, relying heavily on digital art and in-store guerrilla marketing tactics to ensure multiple neuro-impressions for consumers entering dispensaries.
Uncle Arnie’s is expanding into additional U.S. states. Products hit shelves in Oregon in Q4 2022 and are expected to launch in Michigan and Washington in Q1 2023 and Q2 2023, respectively.
The cannabis beverage market is highly polarized at two extremes – low dose beverages containing (2mg THC-10mg THC) for the canna-curious consumer and high dose beverages containing 100mg THC for the legacy, high-dose consumer. More than 50% of all cannabis beverages sold across America are within this high dose category that Uncle Arnie's is focused on.
We believe Uncle Arnie's is well positioned to be THE national high-dose cannabis beverage brand.
Join us on our journey.
Risks and Disclosures
The development and commercialization of the Company’s products and services are highly competitive. It faces competition with respect to any products and services that it may seek to develop or commercialize in the future. Its competitors include major companies worldwide. The cannabis beverage market is an emerging industry where new competitors are entering the market frequently. Many of the Company’s competitors have significantly greater financial, technical and human resources and may have superior expertise in research and development and marketing approved services and thus may be better equipped than the Company to develop and commercialize services. These competitors also compete with the Company in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, the Company’s competitors may commercialize products more rapidly or effectively than the Company is able to, which would adversely affect its competitive position, the likelihood that its services will achieve initial market acceptance and its ability to generate meaningful additional revenues from its products and services.
The Company’s expenses will significantly increase as they seek to execute their current business model. Although the Company estimates that it has enough runway until the end of year, they will be ramping up cash burn to promote revenue growth, further develop R&D, and fund other Company operations after the raise. Doing so could require significant effort and expense or may not be feasible.
The Company’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 Theo Terris, Alberto Esquenazi, & Assaf Hershlikovich. There can be no assurance that they will continue to be employed by the Company for a particular period of time. The loss of the Company’s 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.
The Company projects aggressive growth in 2023. If these assumptions are wrong and the projections regarding market penetration are too aggressive, then the financial forecast may overstate the Company's overall viability. In addition, the forward-looking statements are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
The Company has not prepared any audited financial statements. Therefore, investors have no audited financial information regarding the Company’s capitalization or assets or liabilities on which to make investment decisions. If investors feel the information provided is insufficient, then they should not invest in the Company.
The outbreak of the novel coronavirus, COVID-19, has adversely impacted global commercial activity and contributed to significant declines and volatility in financial markets. The coronavirus pandemic and government responses are creating disruption in global supply chains and adversely impacting many industries. The outbreak could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate material adverse impact of the novel coronavirus. Nevertheless, the novel coronavirus presents material uncertainty and risk with respect to the Funds, their performance, and their financial results.
The Company has outstanding liabilities. The Company has issued SAFEs in 2022 for total principal approximately $4,334,270. Promissory Note dated May 9, 2021, by and between the Company and Kent Kolze, in the amount of $25,000. Promissory Note dated May 9, 2021, by and between the Company and Kent Kolze, in the amount of $50,000. Promissory Note dated May 7, 2021, by and between the Company and Cann American Corp., in the amount of $30,000. Company loan with no interest, by and between the Company and SCG Ltd, in the amount of $130,000. No-interest loan, by and between the Company and Theodore Terris, in the amount of $120,000. Convertible Promissory Note dated September 8, 2022, by and between the Company and Alberto Esquenazi, in the amount of $150,000. Convertible Promissory Note dated September 8, 2022, by and between the Company and Theodore Terris, in the amount of $150,000.
The company issued debt to related parties. The company has outstanding debts in the amount of $120,000 to Theo Terris and $130,000 to SCG. The company has convertible notes in the amount of $150,000 to Theo Terris and $150,000 to Alberto Esquenazi.
The Company does not have formal advisor agreements in place with listed advisors. Advisor agreements typically provide the expectation of the engagement, services, compensation, and other miscellaneous dutys and rights of the Company and advisor. These individuals may not be compensated for their expertise and advice. There is no guarantee that advisor agreements will be entered into.
The Company has not filed a Form D for its SAFE offering from Oct 2022. The SEC rules require a Form D to be filed by companies within 15 days after the first sale of securities in the offering relying on Regulation D. Failing to register with the SEC or get an exemption may lead to fines, the right of investors to get their investments back, and even criminal charges. There is a risk that a late penalty could apply.
The reviewing CPA has included a “going concern” note in the reviewed financials. 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 revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results. Management has evaluated these conditions and plans to generate revenues and raise capital as needed to satisfy its capital needs. During the next twelve months, the Company intends to fund its operations through debt and/or equity financing. There are no assurances that management will be able to raise capital on terms acceptable to the Company. If it is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned development, which could harm its business, financial condition, and operating results. The accompanying financial statements do not include any adjustments that might result from these uncertainties.
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 its 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 the Company's 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 their reputation and brand image. The Company also could be adversely affected if consumers in their principal markets lose confidence in the safety and quality of their products.
Its ability to grow the Company's business depends on state laws pertaining to the cannabis industry. Continued development of the cannabis industry depends upon continued legislative authorization of cannabis at the state level. The status quo of, or progress in, the regulated cannabis industry is not assured and any number of factors could slow or halt further progress in this area. While there may be ample public support for legislative action permitting the manufacture and use of cannabis, numerous factors impact the legislative process. For example, states that voted to legalize medical and/or adult-use cannabis in the November 2016 election cycle have seen significant delays in the drafting and implementation of regulations related to the industry. In the event that some regulations are imposed, it does not know what the impact would be on the cannabis industry, including what costs, requirements, and possible prohibitions may be enforced. If the Company is unable to comply with the regulations or registrations, the Company may be unable to continue to operate.
General Risks and Disclosures
Start-up investing is risky. Investing in startups is very risky, highly speculative, and should not be made by anyone who cannot afford to lose their entire investment. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup or early-stage venture often relies on the development of a new product or service that may or may not find a market. Before investing, you should carefully consider the specific risks and disclosures related to both this offering type and the company which can be found in this company profile and the documents in the data room below.
Your shares are not easily transferable. You should not plan on being able to readily transfer and/or resell your security. Currently there is no market or liquidity for theseshares and the company does not have any plans to list these shares on an exchange or other secondary market. At some point the company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a "liquidation event" occurs. A "liquidation event" is when the company either lists their shares on an exchange, is acquired, or goes bankrupt.
The Company may not pay dividends for the foreseeable future. Unless otherwise specified in the offering documents and subject to state law, you are not entitled to receive any dividends on your interest in the Company. Accordingly, any potential investor who anticipates the need for current dividends or income from an investment should not purchase any of the securities offered on the Site.
Valuation and capitalization. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold.
You may only receive limited disclosure. While the company must disclose certain information, since the company is at an early-stage they may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long history. The company may also only be obligated to file information periodically regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events through continuing disclosure that you can use to evaluate the status of your investment.
Investment in personnel. An early-stage investment is also an investment in the entrepreneur or management of the company. Being able to execute on the business plan is often an important factor in whether the business is viable and successful. You should be aware that a portion of your investment may fund the compensation of the company's employees, including its management. You should carefully review any disclosure regarding the company's use of proceeds.
Possibility of fraud. In light of the relative ease with which early-stage companies can raise funds, it may be the case that certain opportunities turn out to be money-losing fraudulent schemes. As with other investments, there is no guarantee that investments will be immune from fraud.
Lack of professional guidance. Many successful companies partially attribute their early success to the guidance of professional early-stage investors (e.g., angel investors and venture capital firms). These investors often negotiate for seats on the company's board of directors and play an important role through their resources, contacts and experience in assisting early-stage companies in executing on their business plans. An early-stage company may not have the benefit of such professional investors.
Uncle Arnie's'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.
Frequently Asked Questions
About Side by Side Offerings
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 $5 million from all Americans. Prior capital raising options limited private companies to raising money only from accredited investors, historically the wealthiest ~2% of Americans. Like a Kickstarter campaign, Reg CF allows companies to raise funds online from their early adopters and the crowd. However, instead of providing investors a reward such as a t-shirt or a card, investors receive securities, typically equity, in the startups they back. To learn more about Reg CF and other offering types check out our blog and academy.
Making an Investment in Uncle Arnie's
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 Uncle Arnie's. Once Uncle Arnie's accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Uncle Arnie's in exchange for your securities. At that point, you will be a proud owner in Uncle Arnie's.
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
- Your accredited investor status
- Social Security Number or passport
- ABA bank routing number and checking account number (typically found on a personal check or bank statement) or debit card information, unless paying via a Wire transfer.
Non-accredited investors are limited in the amount that he or she may invest in a Reg CF offering during any rolling 12-month period:
- If either the annual income or the net worth of the investor is less than $107,000, the investor is limited to the greater of $2,200 or 5% of the greater of his or her annual income or net worth.
- If the annual income and net worth of the investor are both greater than $107,000, the investor is limited to 10% of the greater of his or her annual income or net worth, to a maximum of $107,000.
Separately, Uncle Arnie's has set a minimum investment amount of US $1,010.
Accredited investors do not have any investment limits.
After My Investment
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 Uncle Arnie's does not plan to list these securities on a national exchange or another secondary market. At some point Uncle Arnie's 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 Uncle Arnie's 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.
Other General Questions
This is Uncle Arnie's'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 Uncle Arnie's's Form C. The Form C includes important details about Uncle Arnie's'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 prior to the offering end date or an earlier date set by the company. You will be sent a notification at least five business days prior to a closing that is set to occur earlier than the original stated end date giving you an opportunity to cancel your investment if you have not already done so. Once a closing occurs, and if you have not canceled your investment, you will receive an email notifying you that your securities have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, you may go to your account's portfolio page by clicking your profile icon in the top right corner.
If you invest under any other offering type, you may cancel your investment at any time, for any reason until a closing occurs. You will receive an email when the closing occurs and your securities have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your account's portfolio page by clicking your profile icon in the top right corner.