Every investor (“Investor” of "Funder") should know that an investment in a single company or multiple companies (each, an “Issuer” or “Startup” or "Founder") on the EnrichHER.com funding portal platform (“EnrichHER Funding”) involves high risk, regardless of any assurance provided by the Issuer. There can be no assurance that (i) any information or projection by the Issuer has been validated or is reliable, (ii) an Issuer will accomplish its business goals, or (iii) an Investor will receive a return of any part of its investment. These considerations, among others, should be carefully evaluated before making an investment in an Issuer through its offering on EnrichHER Funding.
Risk Inherent in Startup Investments; an Investor May, and Frequently Does, Lose All of Its Investment
Investments in Startups involve high risk. Startups face significant financial and operating risks. Targeted or projected returns may never be realized and/or may not be adequate to compensate an Investor for risks taken. Loss of an Investor’s entire investment is possible and can easily occur. The timing of any return on investment is highly uncertain.
Startups enter highly competitive markets and only a small percentage of those companies survive and prosper. Startups often experience unexpected problems in product development, manufacturing, marketing, financing, and general management, among others, which frequently cannot be solved. In addition, Startups may require substantial financing, which may not be available through institutional private placements, the public markets or otherwise.
Investment in New Concepts and Technologies
The value of an Investor’s investment in Startups may be susceptible to factors affecting the industry and/or to risk greater than an investment in a product that invests in a broader range of securities. Some of the many specific risks faced by such Startups include, but are not limited to:
Rapidly changing technologies;
Products or technologies that may quickly become obsolete;
Scarcity of management, technical, scientific, research and marketing personnel with training;
The possibility of lawsuits related to patents and intellectual property;
Rapidly changing investor sentiments and preferences regarding technology sector investments (which are perceived as risky); and
Exposure to government regulation, making these companies susceptible to changes in government policy and delays or failures in securing regulatory approvals.
Changing Economic Conditions
The success of any investment activity is determined by general economic conditions. The availability, unavailability, or hindered operation of external credit markets, equity markets, and other economic systems which an individual Startup may depend upon to achieve its objectives may have a significant negative impact on a Startup’s operations and profitability. The stability and sustainability of growth in global economies may be affected by terrorism, acts of war, or many other unpredictable events. There can be no assurance that such markets and economic systems will be available or will be available as anticipated or needed for an investment in a Startup to succeed.
Future and Past Performance
The past performance of a Startup or its management is not indicative of a Startup’s future results. There can be no assurance that targeted results will be achieved. Loss of principal is possible, and even likely, on any investment.
Difficulty in Valuing Startup Investments
It is extremely difficult to determine values for any Startup. Besides the difficulty of determining the magnitude of the risks applicable to a Startup and the likelihood that a given Startup’s business will succeed, there will be no readily available market for a Startup’s equity securities, and hence, an Investor’s investments will be difficult to value.
Lack of Information for Monitoring and Valuing Startups
The Investor may not be able to obtain all information it would want regarding a particular Startup, on a timely basis or at all. The Investor may not be aware on a timely basis of material adverse changes that have occurred regarding certain of its investments. Because of these difficulties, and other uncertainties, an Investor may not have accurate information about a Startup’s current value.
Absence of Liquidity and Public Markets
An Investor’s investments will be private, illiquid holdings. There will be no public markets for the securities held by the Investor, and no readily available liquidity mechanism for any of the investments.
Legal and Regulatory Risks Associated with Crowdfunding
There is no assurance that a Startup will comply with all requirements mandated by federal laws permitting private company to fundraise from retail investors on a Title III crowdfunding portal such as EnrichHER Funding, whether before, during or after its offering on EnrichHER Funding.
Many tax risks relate to investments in Startups are difficult to address and complicated. Consult your tax advisor for information about the tax consequences of debt-based securities of a Startup.
Limited Operating History of Startups
A Startup may be a newly formed entity with little or no operating history. Each offering should be evaluated because the Startup’s business plan and projections may not prove accurate and that the Startup will not achieve its objective. Past performance of a Startup or its team is not predictive of future results.
Lack of Investor Control
Investors in a Startup will not make decisions with respect to the Startup’s business and affairs.
Certain information regarding the Startups will be highly confidential. Competitors may benefit from such information if it is ever made public, and that could cause adverse economic consequences to the Investors.
Forward Looking Statements
The information a Startups provides to Investors may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by their not relating strictly to historical or current facts. Forward-looking statements often include words such as “anticipates,” “estimates”, “expects”, “projects”, “intends”, “plans”, “believes” and words and terms of similar substance for discussions of future operating or financial performance. Examples of forward-looking statements include, but are not limited to, statements regarding: (i) the adequacy of a Startup’s funding to meet its future needs, (ii) the revenue and expenses expected over the life of the Startup, (iii) the market for a Startup’s goods or services, or (iv) other similar matters.
Each Startup’s forward-looking statements are based on management’s current expectations and assumptions regarding the Startup’s business and performance, the economy and other future conditions and forecasts of future events, circumstances, and results. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. The Startup’s actual results may vary materially from those expressed or implied in its forward-looking statements. Important factors that could cause the Startup’s actual results to differ materially from those in its forward-looking statements include government regulation, economic, strategic, political, and social conditions, and these factors:
recent and future changes in technology, services and standards;
changes in consumer behavior;
changes in a Startup’s plans, initiatives and strategies, and consumer acceptance thereof;
changes in the plans, initiatives and strategies of the third parties that are necessary or important to the Startup’s success;
competitive pressures, including as a result of changes in technology;
the Startup’s ability to deal effectively with economic slowdowns or other economic or market difficulties;
increased volatility or decreased liquidity in the capital markets, including any limitation on the Startup’s ability to access the capital markets for debt securities, refinance its outstanding indebtedness or obtain equity, debt or bank financings on acceptable terms;
the failure to meet earnings expectations;
the adequacy of the Startup’s risk management framework;
changes in GAAP or other applicable accounting policies;
the impact of terrorist acts, hostilities, natural disasters (including extreme weather) and pandemic viruses;
a disruption or failure of the Startup’s or its vendors’ network and information systems or other technology on which the Startup’s businesses rely;
changes in tax, federal communication and other laws and regulations;
changes in foreign exchange rates and in the stability and existence of foreign currencies; and
other risks and uncertainties which may or may not be specifically discussed in materials provided to Investors.
Any forward-looking statement made by a Startup speaks only as of the date on which it is made. Startups are under no obligation to, and expressly disclaim any obligation to, update or alter their forward-looking statements, whether because of new information, subsequent events or otherwise.
The foregoing risks do not purport to be a complete explanation of all the risks involved in acquiring equity or debt securities in a Startup. Each Investor is urged to seek its own independent legal and tax advice and read the investment documents before making a determination whether to invest in a Startup through EnrichHER Funding.
You Are Solely Responsible for Determining an Investment is Appropriate for You.
Potential investors acknowledge and agree that they are solely responsible for determining their own suitability for an investment or strategy on the Site and must accept the risks associated with such decisions, which include the risk of losing the entire amount of their principal. Investors must be able to afford to lose their entire investment.
The Site has no special relationship with or fiduciary duty to potential investors and investors’ use of the Site does not create such a relationship. Potential investors agree and acknowledge that they are responsible for conducting their own legal, accounting and other due diligence reviews of the investment opportunities posted on the Site.
EACH INVESTOR IS STRONGLY ADVISED TO CONSULT LEGAL, TAX, INVESTMENT, ACCOUNTING AND/OR OTHER PROFESSIONALS BEFORE INVESTING, AND TO CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY OFFERING MATERIALS, AND TO ASK EACH ISSUER OFFERING SECURITIES ANY QUESTIONS OR FOR ADDITIONAL INFORMATION PRIOR TO MAKING AN INVESTMENT.
There is no independent governmental or regulatory review of the offering or offering materials
No governmental agency has reviewed the investment opportunities posted on this Site and no state or federal agency has passed upon either the adequacy of the disclosure contained therein or the fairness of the terms of any such investment opportunity.
The exemptions relied upon for the investment opportunities posted on the Site are significantly dependent upon the accuracy of the representations of the Issuers offering securities through the Site and the potential investors registered with the Site. These risks highlighted in the following are non-exhaustive and are intended to highlight certain risks associated with investing in securities that are not registered with the SEC.
Restriction on Resale of Securities Offered
The securities offered on the Site are only suitable for potential investors who are familiar with and willing to accept the high risks associated with private investments. Securities sold through this Site are restricted and not publicly traded and, therefore, are illiquid unless registered with the SEC.
Securities issued in a transaction pursuant to Section 4(a)(6) of the Securities Act may not be transferred by any purchaser of such securities for a one-year period after such securities were issued, unless such securities are transferred: (i) to the issuer of the securities, (ii) to an “accredited investor” (as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act) or such purchaser has reasonable belief that such transferee is an “accredited investor”, (iii) as part of an offering registered with the SEC, or (iv) to a member of the family of the purchaser or the equivalent, to a trust controlled by the purchaser, to a trust created for the benefit of a member of the family of the purchaser or the equivalent, or in connection with the death or divorce of the purchaser or other similar circumstance.
The issuer may not generate enough revenue to make payments.
Payments under the issuer’s revenue sharing note are based, in part, upon net revenues. If the issuer is unable to generate net revenues, then it may be unable to make payments to the investor under the note.
Lack of control and no say in the operations of the business.
Because the issuer's founders, directors and executive officers may be among its largest stockholders, and the offering involves the issuance of debt rather than equity, they may be able to exert significant control over the issuer's business and affairs and may even have actual or potential interests that diverge from those of other investors. This may worsen as time goes on if the holdings of the issuer's directors and executive officers increase upon vesting or other maturation of exercise rights under options or warrants they may hold, or in the future be granted. In addition to holding or controlling board seats and offices, these persons may well have significant influence over and control of corporate actions requiring shareholder approval, separate from how the issuer's other stockholders, including investors, may vote in a given offering. Further, in light of the fact the issuer will be issuing debt, and because of the factors set forth above, the investors will have no say in the operations of the business.