Nourished3 is Crowdfunding!

Most companies need initial funding to get started or launch their brand, but some, including us, manage to begin without it. However, even those who start without external funding eventually need to raise capital from venture capitalists, family offices, or angel investors at some point. Most companies, including ours, go through multiple funding rounds.

Scaling a business often requires substantial financial resources, and each funding round provides a certain runway until additional funds are needed. Activities like entering retail markets, investing in marketing, or engaging influencers all demand significant financial investment crucial for growth.

Nourished3 has successfully scaled to its current level through its own community. With a self-made investment of $250,000 and the support of our existing community, we have achieved $1M in sales (4x our investment), significant growth without relying on external funds and influencers or large marketing budgets.

However, we have now reached a point where further scaling within our existing community is limited. To reach a larger audience and allow more people to learn about our mission, Nourished3 needs to expand its reach. Retailers are interested in partnering with us, but entering the retail market requires a substantial marketing budget and stock inventory, which we cannot afford at this stage.

This is why we are reaching out to our community for support to help us elevate our business to new heights. Your support will be transformative as it will enable us to expand our team and significantly increase our revenue by opening up more sales channels, including SPAs and retailers.

We currently have a lot of potential partners, including strategic media investors and prominent VC firms. One of the largest CPG Venture Capital firms in the United States, for instance, is eager to lead our next Series A. However, we want to give YOU the same opportunity to participate as a Venture Capital Partner or Family Office. Instead of reserving this chance only for large firms, we want to extend it to our valued community members. With significant interest already shown in our Series A, this is an important consideration for your SAFE investment.

Wefunder is an online platform that enables individual investors to crowdfund startup companies. Leveraging the provisions of the 2012 JOBS Act, Wefunder allows unaccredited investors to purchase equity in early-stage private companies like Nourished3.

WeFunder utilizes Special Purpose Vehicles (SPVs) to streamline the crowdfunding process. An SPV is a separate legal entity created specifically to pool investments from multiple investors. By using an SPV, WeFunder consolidates all the individual investors into a single entity, which then appears as one shareholder on the company's cap table. This approach significantly reduces the number of individual shareholders, making it easier for the company to manage its ownership structure while still allowing a large number of people to invest.

An SPV, or Special Purpose Vehicle, is a legal entity created by WeFunder specifically to acquire shares in a company, such as Nourished3. When you invest through WeFunder, you are technically investing in the SPV, which in turn holds the equity in the target company on your behalf. The sole purpose of this SPV is to manage and hold these shares for investors like you; it does not engage in any other business activities.

The use of an SPV helps simplify the company's cap table (capitalization table) by consolidating the numerous individual investors into a single entity. This way, instead of having potentially thousands of individual names listed on the cap table, the SPV represents all those investors as one shareholder.

Example Cap Table:

1. Annie Jaffrey - 30%
2. Mahmud Al-Smadi - 30%
3. WeFunder SPV - 20%
4. Venture Fund - 20%

In principle, any natural person who is at least 18 years old can invest from all over the world.

We will use the money for the three pillars of our growth strategy: further omnichannel expansion, expanding our product range, and marketing to a broader community. You can learn more about this on our WeFunder page.

WeFunder charges a 2% fee, capped at $150 for ACH/WIRE/CHECK, with an $8 minimum.

You can get a good overview on our WeFunder page.

The Crowdfunding campaign is already live to everyone for pre reservations. 1st of October its open to everyone to invest. The maximum issuance volume is $1.25 million. Once this amount is reached, the crowdfunding campaign will be closed.

You can visit our WeFunder page and click the "Ask a Question" button below the video.

No, unfortunately not, as we offer a financial product according to U.S. approval conditions in the U.S.

• The first $250K being raised will invest in a SAFE with a $7M valuation cap (12,5% better term) Early Bird.

• All investors who join after $250K can join on the normal SAFE with a $8M valuation cap.

Which means we expect our company to be worth $8M in the next 18 months.

We are capping the valuation at $8M, which means that even if the company’s value rises to $12M in the next 18 months, you will receive shares at the $8M valuation, giving you more shares in the company.

By investing in our SEED round, you are securing shares that will be valued during our Series A (the next priced round). We expect our company to be worth $8M in the next 18 months, which is when we plan to launch Series A, following the close of this SEED round.

You might wonder why 18 months? This is how long the current investment will support our growth before we need to raise additional funds through Series A.

SAFE = Simple Agreement for Future Equity. A SAFE is a structure commonly used by VCs in the first SEED round, and you will be getting the same terms. You can find more about a SAFE here.

The total number of your shares and the value of the shares is triggered at this A Series round. The charts below illustrate the different valuation scenarios over the next 18 months. If the company is valued in 18 months at X, you will get Y.

Examples of different valuation scenarios based on a $1M investment:

$4M Valuation = 20% Ownership + 20% Discount = 24% Ownership

$6M Valuation = 17% Ownership + 20% Discount = 18% Ownership

$8M Valuation = 12.5% Ownership + 20% Discount = 14% Ownership

At $8M, we cap the total valuation. Meaning even if the company is worth more at this time, you will still receive shares at the maximum of $8M, giving you security that it will never be higher than $8M and ensuring you own at least 14% equity in the company.

$10M Valuation = 12.5% Ownership + 20% Discount = 14% Ownership

$12M Valuation = 12.5% Ownership + 20% Discount = 14% Ownership

The higher our valuation, the lower your ownership percentage, but the higher the total value of your equity.

This is a little goodie from our end which reduces the valuation by 20% at the time of shares distribution.

1. Non-Accredited Investors: 
For non-accredited investors, the investment limit is based on the investor’s annual income or net worth. According to SEC you can invest 5% of your annual income or net worth.

• If your annual income is $25,000, you can invest up to $1,250 
  
• If your annual income is $50,000, you can invest up to $2,500 
  
• If your annual income is $100,000, you can invest up to $5,500
  
• If your annual income is $150,000, you can invest up to $7,500
  
• If your annual income is $200,000, you can invest up to $10,000
  
• If your annual income is $300,000, you can invest up to $15,000
  
• If your annual income is $400,000, you can invest up to $20,000

SEC regulation refers to the rules and guidelines established and enforced by the U.S. Securities and Exchange Commission (SEC) to govern the securities industry, protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation. The SEC is a federal agency created in 1934 in response to the stock market crash of 1929 and the subsequent Great Depression. Its primary goal is to protect investors and ensure that the securities markets operate fairly and transparently.

However, if you are interested in investing a larger amount, event though you have a lower annual income or net worth, please reach out to our CEO and we can discuss this under different regulations outside of Wefunder contact:

mahmud.alsmadi@nourished3.com

2. Accredited Investors: 
There is generally no limit on the amount that accredited investors can invest through Wefunder.

Accredited investors on Wefunder are individuals or entities that meet certain financial criteria set by the U.S. Securities and Exchange Commission (SEC), which allow them to participate in certain investment opportunities that may not be available to non-accredited investors. These criteria are designed to ensure that accredited investors have a higher level of financial sophistication and the ability to withstand potential losses.

To be considered an accredited investor on Wefunder (or in general), an individual must meet at least one of the following criteria:

Income Requirement:

• The individual has earned an income exceeding $200,000 (or $300,000 together with a spouse or spousal equivalent) in each of the last two years, and expects to earn the same or more in the current year.

Net Worth Requirement:

• The individual has a net worth of over $1 million, either individually or together with a spouse or spousal equivalent, excluding the value of their primary residence.

Professional Criteria:

• The individual is a knowledgeable employee of a private fund.
  
• The individual holds certain professional certifications, designations, or credentials (such as a Series 7, 65, or 82 license).

Series 7: Known as the General Securities Representative (GS) license, this allows the licensee to sell a wide range of securities products including stocks, bonds, mutual funds, and options.

Series 65: This is the Uniform Investment Adviser Law Exam, required for individuals who wish to act as investment advisers. It allows them to provide investment advice and manage investment portfolios for a fee.

Series 82: Known as the Private Securities Offerings Representative license, it permits the sale of private placement securities as part of a primary offering.

Good Standing: The individual has met all continuing education requirements, has not had any regulatory actions taken against them, and their license is not subject to any restrictions or suspensions. They comply with ethical standards and have not been involved in any activities that would jeopardize their license status.

Entities, such as corporations, partnerships, and trusts, can also qualify as accredited investors if they meet certain criteria, typically related to their assets or ownership by accredited individuals.

Accredited investors often have access to a broader range of investment opportunities, including private placements and early-stage company investments, which might involve higher risk but also higher potential returns.

Yes! We’re excited to offer you exclusive perks based on your investment level in Nourished3.

Each milestone unlocks addtional categories of perks:

$250

• $50 gift card

$500

• $50 gift card
• Access to our exclusive private investor newsletter, featuring the latest news and updates.

$1,500

• $100 gift card
• Join a quarterly Zoom call with wellness prioritizers and like-minded individuals.

$2,500

• $100 gift card
• Personalized video message from the founders expressing their gratitude
• 30% discount on up to 10 orders per year (maximum 10 units per order)

$5,000

• $100 gift card
• Zoom call with the founders to express their gratitude
• 40% discount instead on up to 10 orders per year (maximum 10 units per order)

$20,000

• $100 gift card
• A full weekend in Italy with the founders on our costs

Yes! The first $250K being raised will invest on a $7M valuation instead of $8M valuation, giving you more shares at the priced round.

We project a potential return of up to 50 times your investment over the next 10 years.

Here’s what that could mean for different investment amounts:

• $250 investment could grow to $12,500
  
• $500 investment could grow to $25,000
  
• $1,000 investment could grow to $50,000
  
• $1,500 investment could grow to $75,000
  
• $2,500 investment could grow to $125,000
  
• $5,000 investment could grow to $250,000
  
• $20,000 investment could grow to $1,000,000

However, it's crucial to invest only what you can afford to lose. There is no guarantee of significant returns or any return at all, and there is a risk that you may lose some or all of your investment. Make sure your investment does not impact your personal finances or lifestyle.

You will get your return on investment in the following scenarios:

Scenario 1: Exit Event (Acquisition or Merger)

If the company is acquired by a big venture firm or by a company like P&G, or merges with another company, the investors in the SPV will receive their share of the proceeds based on the terms of the acquisition or merger. The amount received depends on the valuation at the time of the acquisition.

Scenario 2: Initial Public Offering (IPO)

If the company goes public, SPV investors can either receive shares of the public company or cash out their investment.

Scenario 3: Dividends

If the company becomes profitable and decides to issue dividends, SPV investors might receive periodic payments. The good thing is we are already break-even, and the investment will get us cash flow positive.

At the moment, we are fully focused on growing the business to its full potential. However, we do anticipate considering an exit within the next 5 to 10 years.

To invest, follow these steps:

1. Visit https://wefunder.com/nourished3/invest.
2. Enter your desired investment amount.
3. Enter or confirm your investor information.
4. Fill out the questionnaire
5. Select your payment method.
6. Read through the “Legal Stuff.”
7. And simply click “Complete Investment” to invest in Nourished3.

No, not yet! After entering your amount and clicking "Invest," you'll be taken to a page that shows the terms and agreements. Your investment is only confirmed once the funds have been successfully transferred.

Absolutely! You can invest as much as you prefer, including increasing your current investment, as long as the round is still open.

To increase your investment, follow these steps:

1. Visit https://wefunder.com/portfolio and select Nourished3.
2. Click on "Edit Your Investment" and enter the new total amount you wish to invest.

Security: Fully compliant with SEC regulations CF, providing transparency and investor protection. Our campaign is vetted by reputable third-party auditors and endorsed by industry experts.

Transparency: Comprehensive financial projections and historical data available for review on wefunder.

Commitment: Regular updates and transparent communication throughout the investment period. Join a community of like-minded investors and participate in investor forums and Q&A sessions with our team.

It's crucial to invest only what you can afford to lose. Ensure that your investment amount does not affect your personal finances or lifestyle. There is no guarantee that you will achieve a significant return on investment, or any return at all, and there is a risk that you may lose a substantial portion or even all of your investment.