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Invest in Wooter

Revolutionizing organized sports.

  • $33,700Amount raised
  • $1,000Minimum
  • $17,500,000Valuation cap

Purchased securities are not currently tradeable. Expect to hold your investment until the company lists on a national exchange or is acquired.

Wooter 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 Wooter 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

  • $3.5M in 2018 Net Sales (not reviewed by CPA), grew 67% from 2017.
  • Wooter offers 250+ customizable products to customers from 30 countries.
  • Customers include: New Orleans Gators GMGB (Led by Master P), Hunter Pence Basketball Academy
, KL2 Mammoths (Led by Kawhi Leonard), Team Teague (Led by Jeff Teague), JJ Watt Foundation, and Boom Cups (worn by Floyd Mayweather).
  • Media mentions include TechCrunch, UrbanDaddy, Elite Daily, The Source, and TechCo.
  • Winner of 2 awards from Entrepreneur Magazine: 1 of the 360 Best Entrepreneurial Companies in America; and 1 of the 100 Most Brilliant Companies.

Fundraise Highlights

  • Total Amount Raised: US $33,700
  • Total Round Size: US $1,000,000
  • Raise Description:  Series A
  • Minimum Investment:  US $1,000 per investor
  • Security Type:  Crowd Note
  • Valuation Cap:  US $17,500,000
  • Offering Type:   Side by Side Offering

"Wooter is the new wave for pro quality jerseys and custom apparel. With a direct to consumer business model, Wooter is the hottest uniform provider in the game." - Percy Miller, known as Master P*


Wooter was started because as big-time sports lovers, our team had a poor experience in the sports leagues that we played in. There were no stats or content to look over after the games. Additionally, instead of gorgeous uniforms, every player had cheap t-shirts, or nothing at all. After running our own leagues, we found out how tough and expensive it was to start and manage a sports league.

As a result, we've created a brand new experience for both organizations and players. With our all-in-one software, running a sports organization can be easy. Our platform enables leagues, teams, and coaches to create their own custom app and website. Wooter allows anyone to make custom designs and order team uniforms and apparel. Other powerful features include stats tracking, scheduling, chat, video & photo sharing, player & team management, team stores, monetization tools, and much more.

Since launching Wooter Apparel in 2016, we've done over $7M  in net sales (not reviewed by CPA) in over 30 countries.  We are working with factories worldwide manufacturing 250+ different customizable products. We're leading the market with fast turnaround times, low pricing, high quality, and mass customization. 

Wooter has worked with big names in sports including Master P, Kawhi Leonard, Carmelo Anthony, Hunter Pence**, Jeff Teague***, JJ. Watt***, and Floyd Mayweather****.

*The individual above was not compensated in exchange for his testimonial. In addition, his testimonials should not be construed as and/or considered investment advice.
**Through Hunter Pence baseball academy.
***Through family members and/or foundations
****Wooter was worn by Floyd Mayweather at the 2019 Celebrity Pro Bowl Showdown. 

Product & Service

Wooter Apparel

Wooter Apparel (www.wooterapparel.com) creates pro-quality team uniforms and custom apparel at low prices in the USA. We believe our 2-4 week turnaround beats our competitors' average of 4-8 weeks. Further, Wooter Apparel offers a wide range of sports uniforms along with different types of apparel and sportswear. Every inch of our apparel is fully customizable. You can make any design you can imagine at no extra costs. We also offer free designs and free samples. 

Our business model revolves around selling team uniforms, jerseys, and custom apparel directly to leagues, teams, schools, colleges, clubs, and wholesalers. An average order is over $1,500. We sell our own brand: Wooter, and have removed the middleman in the process. We work with factories worldwide, maintain specs + fabrics, and drop ship directly to the client. This streamlined operation is what makes Wooter stand out from the competition.

Wooter Platform

Beyond the apparel and uniform aspect of the business, Wooter has built out an all-in-one platform for leagues, teams, and pros. Using Wooter Platform (www.wooter.co), you can create your league and team websites instantly. You can also have your own custom website & mobile app live the same day - fully customized.  Other features include stats tracking, scheduling, chat, video & photo sharing, player & team management, team stores, monetization tools and more. Our goal is to make it easy to run a sports organization.

But what about the players? We believe this is something that's forgotten by other league management solutions.

We want Wooter to provide the most engaging player experience. Wooter offers fantasy points for players in various types of leagues including youth and recreational. Anyone in the league can chat with others or their team, and share videos and highlights; Players can build their own player profiles and keep track of their season averages, scores, rankings and standings. We want players to get the same experience as the pros.

Lastly, Wooter released our custom-app builder for sports leagues and teams. Wooter aims to take any league to the next level.

Media Mentions

Team Story

The founders met each other in High School and became best friends while playing together on the same basketball team. Throughout the years, after playing in different leagues and eventually running, in our mind, one of the best sports leagues in NYC (Dream Leagues), the team saw an opportunity to take sports leagues to the next level. Even with how big the organized sports market is, there was a clear lack of innovation.

Wooter was founded on June 2014 to revolutionize organized sports and create a new experience for players playing in sports leagues and teams. With our technology, we've also made it easier to start and run any sports organization. We believe Wooter has been so successful because of our passion and knowledge of the sports market.

Founders and Officers

Alex Aleksandrovski is a growth-focused leader who is relied on to create consistent revenue streams and build out the Wooter team. Alex strategically streamlines all departments in the company including tech, sales, operations and finances to maximize efficiency.

Alex became an entrepreneur at 13 years old selling video game currency for $6,000. By 19, Alex was professional poker player winning over $300,000 online. At the same time, Alex helped his father build United Brakes into a top truck repair shop in New Jersey. This all-around experience laid the foundation for Alex to lead Wooter.

Alex Aleksandrovski plays a major role in hiring + overseeing management for each department, developing the product and implementing key strategy. At the same time, Alex is leading Wooter in sales.

Alex Aleksandrovski

CEO

Alex Aleksandrovski is a growth-focused leader who is relied on to create consistent revenue streams and build out the Wooter team. Alex strategically streamlines all departments in the company including tech, sales, operations and finances to maximize efficiency.

Alex became an entrepreneur at 13 years old selling video game currency for $6,000. By 19, Alex was professional poker player winning over $300,000 online. At the same time, Alex helped his father build United Brakes into a top truck repair shop in New Jersey. This all-around experience laid the foundation for Alex to lead Wooter.

Alex Aleksandrovski plays a major role in hiring + overseeing management for each department, developing the product and implementing key strategy. At the same time, Alex is leading Wooter in sales.

David is leading operations for Wooter which consists of factory management, R&D (new product creation) and order fulfillment. David’s goals are to lower costs any way possible.

He is also in charge of generating new clients through SEO + sponsorships and help manage the sales team.

David Kleyman leads the operations team and R&D. David is also focused on generating new leads and sales.

David Kleyman

COO

David is leading operations for Wooter which consists of factory management, R&D (new product creation) and order fulfillment. David’s goals are to lower costs any way possible.

He is also in charge of generating new clients through SEO + sponsorships and help manage the sales team.

David Kleyman leads the operations team and R&D. David is also focused on generating new leads and sales.

Alex Kagan is the director of the sales team, held responsible for day-to-day sales operations. Along with sales, Alex is consistently building the Wooter brand through online marketing and key partnerships. 

Alex Kagan is responsible for marketing, building partnerships and driving sales for Wooter.

Alex Kagan

CMO

Alex Kagan is the director of the sales team, held responsible for day-to-day sales operations. Along with sales, Alex is consistently building the Wooter brand through online marketing and key partnerships. 

Alex Kagan is responsible for marketing, building partnerships and driving sales for Wooter.

With 14+ years of coding experience, Carlos is the ideal CTO to lead a sports technology company. Carlos manages the tech team while building the most crucial features of the Wooter platform including our mobile app and API.

Before Wooter, Carlos was one of the first software engineers at Tuenti, which had 14M users when he left. Able to speak 3 languages, Carlos lived in 8 different countries and visited over 74 countries.

Carlos Morales now runs the Wooter tech team, is the head of product, and oversees all aspects of tech development.

Carlos Morales

CTO

With 14+ years of coding experience, Carlos is the ideal CTO to lead a sports technology company. Carlos manages the tech team while building the most crucial features of the Wooter platform including our mobile app and API.

Before Wooter, Carlos was one of the first software engineers at Tuenti, which had 14M users when he left. Able to speak 3 languages, Carlos lived in 8 different countries and visited over 74 countries.

Carlos Morales now runs the Wooter tech team, is the head of product, and oversees all aspects of tech development.

Key Team Members

Richard Kramer

Head of Product

Jared Musolino

Head of Design

Mike Pagan

Director of Operations (MBA, Sports Management @ NYU)

Notable Advisors & Investors

Lee Moulton

Advisor, Sales/Partnership Advisor, Unofficial

John Baird

Advisor, Marketing/Growth Advisor, Unofficial

Robert Garson

Advisor, Legal Advisor, Unofficial

Q&A with the Founder

  • What is Wooter's competitive advantage? What are you doing differently than other companies in this space?
    Our competitive advantage is that we focus on the players. With apparel, we created our own brand instead of reselling other top brands like most apparel companies do. By partnering with and sponsoring top leagues in different sports, we aim to grow our brand awareness rapidly and penetrate deep within sports communities. Many top athletes, celebrities and influencers wear Wooter. With our app platform, we built it for the players first. We believe competitors in the sports management space (sportsngin, teamsnap, league apps etc.) have robust management platforms for the organizers but no brand affinity with the athletes. Our platform helps athletes see and share their stats, highlights, and rankings with their friends. This creates a network of athletes that can engage and collaborate with each other. Wooter aims to provide athletes an off-the-court / off-the-field experience in between games and have them stay engaged every day, which can help the organizers with retention season after season. We make sports organization their own custom apps, that we build, and release for them. These apps have their logo, their colors and their branding throughout. This will helps elevate the brand of each organization we work with, making it great for both organizers and athletes.
  • What is your vision for Wooter in the next 5 years?
    The vision for Wooter is to be the one-stop-shop for anyone running a sports organization. Whether you’re running a league, hosting a tournament, or the coach of a travel team, you can grow with Wooter. There are 5 essential things that commissioners or organizers need: apparel, referees, management platform, insurance, and a court or field to rent.

    At the moment we are focusing on the apparel and management platform. We provide high quality, custom apparel at competitive prices and with a fast turnaround. Our management platform helps organizers collect and manage payments, registrations, and rosters. Our software and apps also help streamline communication between players, coaches, and parents. We believe all the stats, player profiles, videos, and photos creates a sense of community and keeps users engaged throughout the season. Some of the top organizations we service use our platform and we’re making a splash in the industry.

    Starting in 2020, we plan to start building out our referee and insurance platforms to service our clients even better. We also plan to build out a booking system for court and field rentals. In 5 years, Wooter aims to have everything you need to start, run and grow your sports organization. 

  • Please detail barriers to entry to the industry. What is stopping someone with more money from just popping up and taking over this space?

    The number one barrier to entry to join the industry is technology. The main reason we’re able to scale our operations and handle a large amount of fully-custom orders is because of the backend tech we’ve built out. Our tech also allows us to reduce turnaround time. 

    The second is Wooter’s developed products. Each product takes up to a year to design by industry professionals. It is an extended R&D process to develop the correct specs that can be shared across factories to manufacture. Our factories have access and integration to our tech stacks along with exact fabrics, sizing, weight, styles, etc. This consistency of quality is crucial to fulfilling so many orders.

    The last one is the manufacturer relationships. It is not easy to find the right manufacturer to work with. We have gone to each factory personally and visit them multiple times a year. We have negotiated strong rates, 

  • One of the issues with the business is that everything is still manual (with staff), can you walk us through how you will switch to a more digital, scalable model? 

    We started as a tech company, and we plan to scale as a tech company. We have 10 people on the tech team, and have already built a platform for users to run their leagues and teams. As we speak we are creating an apparel platform for custom ordering. It will include an online custom uniform builder, instant quote generator, and a fully-automated ordering + tracking process integrated with the factory’s backend. We believe this apparel platform can allow us to scale without significantly increasing overhead costs.

    At the same time, having a dedicated staff is also one of our strengths. A lot of these sports managers are old school and prefer to talk on the phone. We plan to keep our support and sales staff to provide value for our larger clients and upkeep the Wooter experience.

  • Please discuss what happened to your margins in March 2018.

    There were two things. We had a lot of larger deals with lower margins including sponsorships, which we view as an investment. Margins went down, but brand exposure went way up. The second thing that contributed to our lower margin was refunds/credits from delayed orders from February because of Chinese New Year. In 2019 we have this issue fixed and didn’t experience the production issues during CNY. 

  • 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:
    Series A

  • Round size:
    US $1,000,000

  • Raised to date:
    US $33,700
    US $33,700 (under Reg CF only)

  • Minimum investment:
    US $1,000

  • Target Minimum:
    US $250,000
  • Key Terms

  • Security Type:
    Crowd Note

  • Conversion discount:
    20.0%

  • Valuation Cap:
    US $17,500,000

  • Interest rate:
    5.0%

  • Note term:
    24 months
  • Additional Terms

  • Custody of Shares

    Investors who invest $50,000 or less 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. 


  • Investment Proxy Agreement

    All non-Major Purchasers will be subject to an Investment Proxy Agreement (“IPA”). The IPA 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 IPA included with Company's offering materials for additional details.


  • Closing conditions:
    While Wooter has set an overall target minimum of US $250,000 for the round, Wooter 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 Wooter's Form C.

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

  • Use of Proceeds

    Investor Perks

    First 100 investments over $1,000 will receive Wooter Apparel merch.

    First 50 investments over $2,500 will receive their own custom tracksuit and apparel.

    First 20 investors of $10,000+ will be invited to join the dinner held by the founding team, plus all of the above.

    First 5 investors of $100,000+ will be given direct communication lines to the founding team and participation in strategic meetings. (plus all of the above)

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

    Financial Discussion

    Operations

    The financial statements have been prepared on the going concern basis, which assumes that the Company will continue in operation for the foreseeable future. However, management has identified the following conditions and events that created an uncertainty about the ability of the Company to continue as a going concern. The Company recorded a net operating loss during the year ended December 31, 2017.

    Wooter Holding Corp. (“the Company”) is a corporation organized under the laws of Delaware in August 2018. On January 4th, 2019, Wooter Apparel, Inc. became a wholly owned subsidiary of Wooter Holding Corp. In addition, on January 9th, 2019, Wooter Holding Corp. became the beneficial owner of 100% of the membership interests of Wooter, LLC. Exhibit B of this Form C includes Reviewed Financial Statements for Wooter Holding Corp from Inception to December 31, 2018. and Reviewed Financial Statements for Wooter, LLC and Wooter Apparel, Inc for the period of 2016 -2017. 

    Wooter Apparel, Inc. is a corporation organized under the laws of Delaware. This entity provides customized uniforms for schools, college, sports leagues and custom apparel for wholesalers.

    Wooter, LLC is a corporation organized under the laws of New York. This entity provides customized uniforms for schools, college, sports leagues and custom apparel for wholesalers. Subsequent to 2017, Wooter, LLC’s operations were taken over by Wooter Apparel, Inc., a related company under common control. Wooter, LLC had no significant business operations after 2017.

    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 $36,800 in cash on hand as of February 25, 2019, 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.

    Market Landscape

    In 2018, the global sports apparel market was estimated to generate about 174 billion U.S. dollars in revenue.


    Competition on Team Uniforms and Apparel

    • Eastbay
    • Nike
    • BSN
    • Boombah
    • Team Sportswear

    Competition on Sports Software

    • Blue Star Sports
    • Sportsengine
    • SI Play
    • Teamsnap

    Competitive Advantages

    1. Custom App Builder:  Other companies may only let you build your own website, but we let you make your own mobile app.
    2. Mobile First: Competition’s mobile offering is weak. We believe user engagement is generally the higher on mobile.
    3. Player Experience: Wooter gamifies the experience for athletes. Players now feel like pros because of the scores, stats, leaderboards and season averages.
    4. Social Network for Athletes: League chat, team messaging & player profiles. Liking, commenting and sharing of content.
    5. Custom Uniforms & Apparel: Users can create a fully-custom fan shop through Wooter Apparel.

    Risks and Disclosures

    Risks Related to the Company’s Business and Industry 

    The reviewing CPA has included a “going concern” note in the reviewed financials. The financial statements have been prepared on the going concern basis, which assumes that the Company will continue in operation for the foreseeable future. However, management has identified the following conditions and events that created an uncertainty about the ability of the Company to continue as a going concern. The Company recorded a net operating loss during the year ended December 31, 2017.

    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 conducted related party transactions. In 2017, Wooter Apparel, Inc. borrowed $49,172 from a related party for the purpose of funding continuing operations. The Related Party Loan is non‐interest bearing and is payable at a future date to be determined by management. Additionally, in 2018, Wooter, LLC’s operations were taken over by Wooter Apparel, Inc., a related company under common control. Wooter, LLC had no significant business operations since then. In 2019, Wooter Holding Corp became the beneficial owner of 100% of the membership interests of Wooter, LLC; Wooter Apparel, Inc. became a wholly owned subsidiary of Wooter Holding Corp.

    Although the Subsidiaries through which operations are conducted have been registered in New York as Foreign Business entities, the Holding Company has not registered with New York. Most states and counties (or municipalities) require that companies doing business there register to do business and obtain required licenses and permits. This usually involves registration fees and reporting requirements. Registration often requires a name search be performed by the state or qualification to ensure the company's name is not already in use in that state by another entity, or that the name is not "deceptively similar" to another name already in use. SeedInvest has not conducted an analysis to determine whether the Holding Company is “doing business” in New York for purposes of this registration.

    The Company forecasts project aggressive growth in 2019. If its assumptions are wrong, and its projections regarding market penetration are too aggressive, its financial projections may overstate its 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 plans to operate in Europe, Asia, South America, and other parts of the world. Its operations are subject to the effects of global competition and geopolitical risks. They are also affected by local economic environments, including inflation, recession, currency volatility and actual or anticipated default on sovereign debt. Political changes, some of which may be disruptive, can interfere with its supply chain, its customers and all of its activities in a particular location. While some of these global economic and political risks can be hedged using derivatives or other financial instruments and some are insurable, such attempts to mitigate these risks are costly and not always successful, and its ability to engage in such mitigation may decrease or become even more costly as a result of more volatile market conditions. Doing business in foreign markets requires the Company to be able to respond to rapid changes in market, legal, and political conditions in these countries. The success of its business will depend, in part, on its ability to succeed in differing legal, regulatory, economic, social and political environments. The Company may not be able to develop and implement policies and strategies that will be effective in each location where it does business.

    The Company’s expenses will significantly increase as they seek to execute their current business model. Although the Company estimates that it will have enough runway until end of year with the proceeds from this offering, 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.

    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. In addition, because of our varied customer base, we must offer an array of products that satisfy the broad spectrum of consumer preferences. If we fail to expand our product offerings successfully across product categories, or if we do not rapidly develop products in faster growing and more profitable categories, demand for our products could decrease, which could materially and adversely affect our product sales, financial condition, and results of operations.

    In addition, 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 may be unable to maintain, promote, and grow its brand through marketing and communications strategies. It may prove difficult for the Company to dramatically increase the number of customers that it serves or to establish itself as a well-known brand in the competitive space. Additionally, the product may be in a market where customers will not have brand loyalty.

    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 Alex Aleksandrovski, the CEO. 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.

    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. 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 has not filed a Form D for its prior offerings. 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. 

    Risks Related to the Securities

     The Crowd Notes will not be freely tradable until one year from the initial purchase date. Although the Crowd Notes 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 Crowd Notes. Because the Crowd Notes have not been registered under the 1933 Act or under the securities laws of any state or non-United States jurisdiction, the Crowd Notes have transfer restrictions under Rule 501 of Regulation CF. It is not currently contemplated that registration under the 1933 Act or other securities laws will be affected. Limitations on the transfer of the Crowd Notes may also adversely affect the price that you might be able to obtain for the Crowd Notes 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.

    We are selling convertible notes that will convert into shares or result in payment in limited circumstances. These notes only convert or result in payment in limited circumstances. If the Crowd Notes reach their maturity date, investors (by a decision of the Crowd Note holders holding a majority of the principal amount of the outstanding Crowd Notes) will either (a) receive payment equal to the total of their purchase price plus outstanding accrued interest, or (b) convert the Crowd Notes into shares of the Company’s most senior class of preferred stock, and if no preferred stock has been issued, then shares of Company’s common stock. If there is a merger, buyout or other corporate transaction that occurs before a qualified equity financing, investors will receive a payment of the greater of their purchase price plus accrued unpaid interest or the amount of preferred shares they would have been able to purchase using the valuation cap. If there is a qualified equity financing (an initial public offering registered under the 1933 Act or a financing using preferred shares), the notes will convert into a yet to-be-determined class of preferred stock. If the notes convert because they have reached their maturity date, the notes will convert based on a $17,500,000 valuation cap. If the notes convert due to a qualified equity financing, the notes will convert at a discount of 20%, or based on a $17,500,000 valuation cap. This means that investors would be rewarded for taking on early risk compared to later investors. Outside investors at the time of conversion, if any, might value the Company at an amount well below the $17,500,000 valuation cap, so you should not view the $17,500,000 as being an indication of the Company’s value.

    We have not assessed the tax implications of using the Crowd Note. The Crowd Note is a type of debt security. As such, there has been inconsistent treatment under state and federal tax law as to whether securities like the Crowd Note can be considered a debt of the Company, or the issuance of equity. Investors should consult their tax advisers.

    The Crowd Note contains dispute resolution provisions which limit your ability to bring class action lawsuits or seek remedy on a class basis. By purchasing a Crowd Note this Offering, you agree to be bound by the dispute resolution provisions found in Section 6 of the Crowd Note. Those provisions apply to claims regarding this Offering, the Crowd Notes and possibly the securities into which the Crowd Note are convertible. Under those provisions, disputes under the Crowd Note will be resolved in arbitration conducted in Delaware. Further, those provisions may limit your ability to bring class action lawsuits or similarly seek remedy on a class basis.

    You may have limited rights. The Company has not yet authorized preferred stock, and there is no way to know what voting rights those securities will have. In addition, as an investor in the Regulation CF offering you will be considered a Non-Major Investor (as defined below) under the terms of the notes offered, and therefore, you have more limited information rights.

    You will be bound by an investor proxy agreement which limits your voting rights. As a result of purchasing the notes, all Non-Major Investors (including all investors investing under Regulation CF) 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 Investors will be bound by this agreement, unless Non-Major Investors holding a majority of the principal amount outstanding of the Crowd Notes (or majority of the shares of the preferred equity the notes will convert into) held by Non-Major Investors vote to terminate the agreement.

    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 of the Company’s outstanding voting securities beneficially own up to 38.27% of the Company’s voting securities. Subject to any fiduciary duties owed to our other owners or investors under Rhode Island 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.

    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.

    Representatives of SI Securities, LLC are affiliated with SI Advisors, LLC (“SI Advisors”). SI Advisors is an exempt investment advisor that acts as the General Partner of SI Selections Fund I, L.P. (“SI Selections Fund”). SI Selections Fund is an early stage venture capital fund owned by third-party investors. From time to time, SI Selections Fund may invest in offerings made available on the SeedInvest platform, including this offering. Investments made by SI Selections Fund may be counted towards the total funds raised necessary to reach the minimum funding target as disclosed in the applicable offering materials.

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


    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, Wooter has set a minimum investment amount of US $1,000.

    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 Wooter does not plan to list these securities on a national exchange or another secondary market. At some point Wooter 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 Wooter 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 Wooter'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 Wooter's Form C. The Form C includes important details about Wooter'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.