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Our Life Foods

Line of Cajun-inspired packaged foods and beverages

$7,575

Raised from 32 investors

Min: $25,000

Max: $107,000

Security Offered

Convertible Note

Minimum Investment: $100

  • Products sold in Walmart, Albertsons, Dollar Tree, H-E-B, Fred Meyer, Kroger, Publix, Meijer, and Safeway

  • Generated revenue of $489,576 in 2019

  • Roughly 357,000 units sold since 2017

  • Completed acquisition of Swamp Pop, a Louisiana-inspired soda company, in December 2019

Executive Snapshot

Founded in 2016, Our Life Foods is a consumer packaged goods company offering Louisiana-inspired boxed meal kits, seasonings, rubs, mixes, and sodas to consumers looking for authentic Cajun products. Founded by Chris Fontenot, a Louisiana native, Our Life Foods started as a part-time endeavor, with recipes created by Chris and his wife Hillary, for their food cart in Damascus, Oregon. In 2019, the company sold over 160,000 units of its products, and has expanded distribution to almost 2,800 locations across the U.S., Canada, and Australia. The company’s products can be found in retailers like Walmart, Albertsons, Dollar Tree, H-E-B, Fred Meyer, Kroger, Publix, Meijer, and Safeway. Other notable company information includes:

  • Completed acquisition of Swamp Pop, a Louisiana-based soda company, in December 2019.
  • Participated in the Portland class of Starve Ups, an Oregon-based startup accelerator whose past member companies have raised $567 million and have achieved 30 exits netting $1.06 billion in shareholder value.i
  • Plans to use the proceeds of the raise to increase marketing spend to drive brand recognition, hire an experienced executive to help manage growth, and fund the launch of its proposed line of frozen, single-serve entrees.

Terms

Investment Terms

Security Type: Crowd Note

Round Size: Min: $25,000 Max: $107,000

Discount Rate: 20%

Valuation Cap: $4 million

Conversion Provisions: In connection with equity financing of at least $1 million, the Company has the option to convert the Crowd Note into non-voting preferred stock (Conversion Shares) at a price based on the lower of (A) a 20% discount to the price per share for Preferred Stock by investors in the Qualified Equity Financing or (B) the price per share paid on a $4 million valuation cap. Please refer to the Crowd Note for a complete description of the terms of the Crowd Note, including the conversion provisions.

Perks

*You are investing in Crowd Notes in this offering. Perks are meant to be a thank you from the company for investing. The perks below, subject to Regulation CF investment limits, are not inclusive of lower dollar amount perks, except where otherwise noted.

$250: A Cajun Life 5 Blends Seasoning Pack + Swamp Pop 12 Pack Assortment + A Cajun Life T-Shirt

$500: A Cajun Life Complete Combo Pack + Swamp Pop 12 Pack Assortment + A Cajun Life T-Shirt

$1,000: A Cajun Life Complete Combo Pack + Swamp Pop 12 Pack Assortment + A Cajun Life T-Shirt + 10% off all future online purchases for one year

$2,500: A Cajun Life Complete Combo Pack + Swamp Pop 12 Pack Assortment + A Cajun Life T-Shirt + 20% off all future online purchases for three years

$5,000: A Cajun Life Complete Combo Pack + Swamp Pop 12 Pack Assortment + A Cajun Life T-Shirt + 30% off all online purchases for five years

Overview

Opportunity

Chris’ story starts in his hometown of Eunice, Louisiana – the heart of Cajun Country. As adults, Chris and his wife ended up in Oregon, but they never lost the craving for true, authentic Cajun food. After sharing their recipes with friends, they were encouraged to bring Cajun products to a broader audience. That’s when A Cajun Life was born. Built around food, family, and friends, the company started as a small, part-time food cart in Damascus, Oregon, with the products quickly reaching four restaurant locations. After noticing increasing growth and demand for their line of packaged goods, Chris decided to focus exclusively on developing and scaling a business around the line of products, starting Our Life Foods. Today, Chris is running the company with a vision of bringing great tasting authentic Cajun food and lifestyle products to homes across the globe. Blended and packaged within minutes of Chris’ hometown, Our Life Foods’ products aim to provide the authentic Cajun flavor Chris feels is missing from most “Cajun” products on the market.

Today, Our Life Foods has expanded distribution to almost 2,800 store locations, including major retailers like Walmart, Kroger, H-E-B, Publix, and Meijer. The company recently acquired Swamp Pop, a Louisiana-inspired soda company, to include beverages under its umbrella of Cajun-style consumer products. To further bolster its portfolio of consumable offerings, the company plans to launch a line of frozen, single-serving entrees, as well as a line of snack foods.

Press

Product

Our Life Foods offers its series of consumer food and beverage products through its two brands, A Cajun Life and Swamp Pop. Through A Cajun Life, the company produces an assortment of boxed meals and spice, rub, boil, and frying mixes. Since acquiring Swamp Pop in late 2019, Our Life Foods has expanded its product offerings to include a line of Louisiana-inspired cane sugar sodas.

Box Meals

A Cajun Life’s boxed meal kits were created to provide almost everything a person needs to create authentic Cajun dishes. Each dish is designed to be prepared quickly (between 30 and 45 minutes) and requires just a few ingredients not included in the box (a recommended protein and water). For two of the company’s three mixes, customers can also use an Instant Pot or rice cooker to make the preparation process even easier. Each boxed meal, once fully prepared, is meant to serve up to six people. Currently, A Cajun Life offers the following boxed meal kits:

Jambalaya Mix

MSG and gluten-free, the jambalaya mix requires water, butter, oil, and either chicken, sausage, seafood, or a combination of proteins to prepare.

Red Beans and Rice Mix

MSG and gluten-free, the red beans and rice mix requires just water and sausage/tasso to prepare.

Gumbo Mix

Containing no MSG, the gumbo mix requires just water and a protein to create (recommended to serve over rice).

Rubs and Seasonings

In addition to boxed meal kits, the company offers an all-purpose seasoning blend, as well as four specialized rubs. Each seasoning and rub is non-GMO, gluten-free, and MSG free. Currently, A Cajun Life offers the following spices and rubs:

All Purpose Cajun Seasoning

Use on anything from Popcorn to Pork, Steak to Shrimp, Crawfish to Gator, and everything in between.

Ingredients: Salt, Spices, Dextrose, Granulated Garlic, Granulated Onion, Paprika, Chili Powder (chili peppers, spices, salt, garlic powder, silicon dioxide), Tri-Calcium Phosphate (to prevent caking)

Mesquite BBQ Rub

Just the right amount of flavor and spices to help make every dish taste professionally barbequed!

Ingredients: Sugar, Salt, Mesquite Powder, Chili Powder (Chili Peppers, Spices, Salt, Garlic Powder, Silicon Dioxide), Spices, Oleoresin Paprika, Paprika, Granulated Garlic, Silicon Dioxide (to prevent caking) Vegetable Oil

Provides flavorful seasoning for chicken, seafood, and other proteins.

Ingredients:

Blackening – Paprika, Salt, Granulated Garlic, Granulated Onion, Sugar, Spices

Chicken – Salt, Granulated Garlic, Black Pepper, Dextrose, Granulated Onion, Paprika, Red Pepper, Lemon Powder, Chili Powder (Chili Peppers, Spices, Salt, Garlic Powder, Silicon Dioxide), Lime Juice Powder, Red Bell Pepper Granules, less than 2% Tri-Calcium Phosphate (to prevent caking), Citric Acid, Parsley Granules, Lemon Oil

Seafood – Salt, Granulated Garlic, Black Pepper, Dextrose, Granulated Onion, Paprika, Red Pepper, Lemon Powder, Chili Powder (Chili Peppers, Spices, Salt, Garlic Powder, Silicon Dioxide,) Lime Juice Powder, Red Bell Pepper Granules, Tri-Calcium Phosphate (to prevent caking), Citric Acid, Parsley Granules, Lemon Oil

Mixes

A Cajun Life also offers four mixes: seafood boil, fish fry, chicken fry, and hush puppy mix. Each one pound bag of mix is non-GMO and MSG-free.

Seafood Boil

Simply add water and follow directions for amount on bag for a well-seasoned boil. Use with crawfish, crabs, shrimp, and more.

Ingredients: Salt, Spices, Granulated Garlic, Paprika, Crab Spice (Water, Polysorbate 80, Natural Flavor, Propylene Glycol, Xanthan Gum)

Fish Fry

Pre-seasoned for convenience, simply add your favorite seafood item, coat, and fry!

Ingredients: Corn Flour, Salt, Corn Meal, Lemon Powder, Black Pepper, Dextrose, Granulated Garlic, Granulated Onion, Paprika, Red Pepper, Chili Powder (Spices, Salt, Garlic Powder & Silicon Dioxide), less than 2% Tri-Calcium Phosphate (to prevent caking)

Chicken Fry

Pre-seasoned for convenience, simply add your favorite cut of chicken, pork or meat, coat, and bake or fry!

Ingredients: All-Purpose Flour, (bleached wheat flour, malted barley flour, niacin, reduced iron, thiamine, mononitrate, riboflavin, folic acid), Salt, Red Pepper, Granulated Onion, Black Pepper

Hush Puppy Mix

Simply mix, roll into balls, and fry. It’s that easy!

 Ingredients: Corn Meal, Bleached Flour, Sugar, Baking Powder, Granulated Garlic, Dehydrated Onion, Dehydrated Jalapeno Pepper, Baking Soda, Dehydrated Red Bell Pepper, Red Pepper, Salt, Dehydrated Green Onion, Black Pepper

Swamp Pop

Inspired by the history of southern Louisiana and sweetened using real Louisiana cane sugar, Swamp Pop sodas are Our Life Foods’ first consumer beverage products. Acquired in late 2019, Swamp Pop currently offers the following flavors:

Noble Cane Cola

A traditional herbal cola enhanced with subtle flavors of plump fig, Noble Cane Cola is a delicious southern twist on an age-old favorite.

Jean Lafitte Ginger Ale

The perfect ginger kick combined with the refreshing flavor of cucumber.

Praline Cream Soda

Delicious brown sugar, toasty butter, and pecan flavors combined with a traditional cream soda recipe.

Satsuma Fizz

Captures the sweet, aromatic essence of this beloved Louisiana citrus fruit in a refreshing soda.

Ponchatoula Pop Rouge

Captures the essence of strawberries at their sweet, juicy, fresh-picked peak.

 *Seasonal release

Filè Root Beer

Highlights the classic Louisiana flavor of file (ground sassafras leaves), creating an herbal profile reminiscent of early, traditional root beers.

Use of Proceeds

Should Our Life Foods raise the minimum ($25,000), it plans to allocate $15,000 (60%) to general marketing and $10,000 (40%) toward its new innovation launch. If the company raises the maximum of $107,000, it plans to allot $82,000 (77%) to future wages, $15,000 (14%) to general marketing, and $10,000 (9%) to its new innovation launch.

General Marketing

Proceeds allotted to general marketing will be used to enhance digital ad presence and conduct retail promotions to further drive brand awareness and attract potential first-time buyers.

New Innovation Launch

The portion of proceeds allocated to the new innovation launch will be used to fund the launch of the company’s proposed frozen entrée line detailed in the Product Roadmap section below.

Future Wages

With its future wages allotment, Our Life Foods intends to hire an experienced professional to help manage the company as it hopes to scale.

Product Roadmap

Over the next two years, the company hopes to expand its product offerings to include frozen, single-serve products and snack products. The company also hopes to expand Our Life Foods to encompass cuisines beyond Cajun cooking.

Frozen Single Serve Products - Q2 2020

The company plans to create a line of products that extends its brand’s reach. Through its proposed frozen food line, Our Life Foods hopes to offer products that match the convenience of existing options while providing new, differentiated flavors and dishes compared to choices currently available in the market. To start, the company plans to offer gumbo, jambalaya, and red beans and rice. The company hopes to add a fourth and fifth option to the line, but they have not determined the specific dishes. 

Snack Products - 2021

In 2021, the company hopes to launch a snack product that draws on the synergies of it’s a Cajun Life and Swamp Pop brands. Our Life Foods anticipates releasing a whole grain puff snack (similar to Pirate’s Booty®) flavored with versions of the company’s seasonings. The company anticipates offering both savory and sweet versions of the puff snack.

Business Model

Our Life Foods sells its suite of products through the following channels:

  • Directly to retailers
  • Directly to distributor networks
  • Directly to consumers via its e-commerce website

Through its website, the company’s food products (per unit) retail at the following prices:

  • Single use seasoning packs: $1.00
  • Seasoning mix cans (8 oz.): $4.00
  • Boxed meal kits: $4.00
  • Rub mix cans (8 oz.): $6.00
  • Breading or boil mix bags (16 oz.): $4.00

The company also offers assorted and purposely tailored combinations of its products, such as the “Best Sellers”, “Fryer’s Dream” and sample packs, ranging in price from $4.50 to $45.00.

Our Life Foods’ apparel options range from $15.00 to $50.00 via the company’s website, while the company’s miscellaneous offerings (like stickers, cutting boards and backpacks) range in price from $2.00 to $50.00.

The company’s Swamp Pop line is sold individually and in packs of four bottles in retail locations. Through its website, Our Life Foods plans to sell the sodas in packs of 24. Currently, the price of Swamp Pop sodas is as follows:

  • Single bottle: $1.99
  • Pack of four: $5.99
  • Case of 24: $30.00

The average cost to produce each of the company’s products is as follows:

  • Single use seasoning packs: $0.16 - $0.28
  • Seasoning mix cans (8 oz.): $1.00
  • Boxed meal kits: $0.71 - $1.17
  • Rub mix cans (8 oz.): $1.30 - $2.05
  • Breading or boil mix bags (16 oz.): $0.77 - $1.29
  • One Swamp Pop bottle: $0.49

Company Evolution

Chris Fontenot and his wife created A Cajun Life as a part time food cart in Damascus, Oregon to test the market for Cajun food; they intended to create a packaged foods company if demand was sufficient. The company had opportunities to expand, so Chris and his wife instead opened another cart and two brick and mortar restaurants. In those locations, Chris developed the majority of A Cajun Life’s current line using direct feedback from his restaurant customers. In 2015, when Chris left his corporate job to pursue A Cajun Life full time, he realized that the company had reverted to his original vision; its packaged foods division was growing faster and more profitably than the restaurants. From late 2016 to early 2017, Chris wound down the food cart and restaurant locations to focus solely on the packaged products division. Upon pivoting, Our Life Foods was created.

User Traction

As of January 2020, the company’s products were sold at almost 2,800 locations in the U.S., Canada, and Australia. Select retailers include Walmart, Albertsons, Dollar Tree, H-E-B, Fred Meyer, Kroger, Publix, Meijer, and Safeway.

In 2019, Our Life Foods participated in the Portland class of Starve Ups, an Oregon-based startup accelerator whose past member companies have raised $567 million and have achieved 30 exits netting $1.06 billion in shareholder value.ii

Since 2017, the company has sold roughly 357,000 units of its products across three continents. In 2019, Our Life Foods sold 160,144 total units, a ~15% increase from 2018. In 2019, roughly two-thirds of the company’s total units sold were comprised of its seasoning and rub products, while boxed meals and fry and boil mixes made up 20% and 17% of total units sold respectively. Over the past two years, boxed meals have accounted for an increasing percentage of total unit sales, bypassing fry and boil mixes as the company’s second highest selling product category by volume in 2019.

Historical Financials

In the first month of 2020, Our Life Foods generated revenue of $11,072. In 2019, the company generated revenue of $489,576. Since 2017, the company has generated revenue totaling $1,070,822. Historically, the majority of the company’s revenue has been generated from the sale of its products to wholesale distributors and retail stores, as opposed to its e-commerce channel. In Q3 2018, revenue spiked due to the launch of A Cajun Life products in new retail locations. Due to cyclical slow periods around the holidays, revenue for Q4 of each year substantially decreased relative to Q3 of each respective year.

In the first month of 2020, Our Life Foods incurred expenses totaling $23,316. In 2019, Our Life Foods incurred expenses totaling $635,060. Since 2017, the company has incurred expenses of $1,472,438. In Q3 2018 and Q2 2019, expenses increased substantially due to increases in cost of goods sold, as the company generated a record quarters of revenue.

Our Life Foods’ expenses for the last two years can be broken down into the following categories:

2018 Expense Breakdown ($539,859)

  • Cost of Goods Sold – 39%
  • Marketing – 11%
  • Professional Fees – 4%
  • SG&A – 15%
  • Logistics – 7%
  • Travel – 2%
  • Interest – 10%
  • Other – 13%

2019 Expense Breakdown ($635,060)

  • Cost of Goods Sold – 51%
  • Marketing – 13%
  • Professional Fees – 7%
  • SG&A – 6%
  • Logistics – 5%
  • Travel – 2%
  • Interest – 15%
  •  Other – 2%

In the first month of 2020, Our Life Foods incurred a net loss of $12,244. The company was profitable in the first quarter of 2019 but incurred a net loss in the final three quarters of the year, resulting in an annual net loss of $145,487. In Q2 2018, the company achieved its most profitable quarter to date, netting a profit of $65,950.  Since inception, the company has incurred a net loss of $401,616. As of March 16, 2020, the company had $3,820.53 of cash on hand. As a result, the founder plans to fund the company until the conclusion of the crowdfunding raise.

In December 2019, Our Life Foods acquired Swamp Pop, a producer of Louisiana-inspired beverages. In 2019, Swamp Pop generated revenue of roughly $368,000 while achieving net income of $9,622. The bulk of Swamp Pop’s expenses are attributed to costs of goods sold (79%), with various operating expenses (such as management fees and storage costs) making up roughly 18%. Please note that Swamp Pop’s financials are included in the summarized Our Life Foods financials above only for the month of December 2019, given that the company was acquired in that month.

Industry

Our Life Foods operates within the seasonings and spices industry. In 2017, the global seasoning and spices industry was valued at roughly $15.11 billion according to Zion Market Research. The industry is projected to grow at a compounding annual growth rate (CAGR) of around 5.0%, reaching roughly $20.99 billion by 2024. The market research firm notes that growth in the sector is driven primarily by increases in demand for exotic foods and cuisines. Despite projections for steady growth, tightened trade regulations and inefficient logistics are expected to be two major restraints for the industry within the forecasted period.iii

In 1950, the average home contained 10 spices, seasonings, and extracts. Currently, that number has increased to 40. Coupled with an increase in the number of Americans eating from home – 83% of Americans claim to eat more at home and are going to restaurants less – new trends are emerging as more people demand a wider variety of spices. Brendan Foley, President of Global Consumer and Americas Region at McCormick, notes that the following trends may shape the future of the spice and seasoning market:iv

  • Heat (in the form of peppers)
  • Seeds
  • Convenience (in the form of pre-mixed blends of spices)
  • Fewer recipes
  • Salt

Though the company competes more directly in the seasoning and spices industry, A Cajun Life operates within the broader packaged foods industry. In 2018, the U.S. packaged food industry was valued at $388 billion, an increase of roughly 9.4% from 2013, in which the industry was valued at $354.5 billion. Among other emerging trends in the industry, a push toward e-commerce platforms, subscription boxes, and grocery pickups and delivery are providing increased access to food products.v

In 2018, total expenditures for food at home in the U.S. reached $780.9 billion. This represented an increase of 28.8% increase from 2008, in which $606.2 billion was spent. In 2018, households accounted for 84% of food expenditures, while businesses and governments accounted for 9.7% and 6.2% respectively. Generally, since 1950, the percentage of total food expenditures made by households has fallen (from 90.9% to 84%) while business and government expenditure percentages have risen. In 2018, $460 billion of food was purchased in grocery stores, a 28.1% increase from 2008, in which $359.1 billion was expended.vi

Our Life Foods’ Swamp Pop line competes within the craft soda industry. In 2019, the worldwide craft soda market was valued at $600 million, and is projected to grow at a compounding annual growth rate (CAGR) of 5.8% to reach $840 million by 2024. As traditional colas and other soft drinks face increasing scrutiny by health-conscious consumers, craft sodas aim to capture market share by offering premium, natural ingredients, creative flavors, limited product runs, unusual packaging, or an emphasis on local production and ingredients. Geographically, North America produces roughly 95% of the world’s craft sodas, with Europe producing slightly over 4% of the global supply.vii

In 2018, food products companies received $4.93 billion of venture capital investments – a ten-year high – across 919 deals. This represented a 30.4% increase in investments over 2017. In 2017, deal count reached an all-time high of 1,006 deals, with a total of $3.78 billion in investment. Since 2008, food products companies have received a total of $18.63 billion in venture capital investment across 5,703 deals.viii

Source: PitchBook

Source: Pitchbook

Competitors

Tony Chachere's

Founded in 1972, Tony Chachere’s is a food production company that produces a line of South Louisiana-inspired consumer packaged goods. Based in Opelousas, Louisiana, the company offers seasonings, injectable or pourable marinades, dinner mixes, roux-gravy mixes, and fish fry mixes, among other products. Currently, the company employees 75 people, operating out of a 40,000 square foot facility Opelousas, Louisiana. Since inception, the company has expanded primarily in supermarkets and mass merchandise chains in the Southeast U.S.ix The company also offers its products directly to consumers through its website.

Zatarain's

Founded in 1889, Zatarain’s is a food and spice company located in New Orleans, Louisiana. Currently, the company offers dinner and side mixes, frozen entrees, breading and frying mixes, biscuit and cornbread mixes, injectors, smoked sausage, spices and seasonings, and condiments and sauces. In 2003, the company was purchased by McCormick & Company (NYSE: MKC) for $180 million.x As of November 2018, McCormick estimated the book value of Zatarain’s name and trademark to be $106.4 million.xi

Slap Ya Mama

Founded in 1996, Slap Ya Mama is a spice company producing a line of seasonings, dinner mixes, and hot sauces. The Ville Platte, Louisiana company also offers fish fry and seafood boil seasoning mixes, as well as apparel, cutting boards, and cookbooks. Currently, Slap Ya Mama can be found in 49 states through retailers such as Walmart, Academy Sports and Outdoors, and H-E-B’s traditional and Central market locations.xii

Team

Chris Fontenot

Founder and CEO

Chris founded Our Life Foods in 2016 after beginning A Cajun Life as a food cart in 2012. Before starting Our Life Foods, Chris held sales executive and supervisor roles at The Hershey Company, where he managed geographical territories to grow sales of the company’s products. Prior to his time at the Hershey Company, Chris worked as a territory manager for REPS, LTD. In total, Chris brings over 15 years of CPG industry experience to the company. He holds his bachelor’s degree in Marketing from the University of Louisiana at Monroe.

Past Funding

The company has issued the securities below since inception, as well as shares of non-voting common stock in exchange for professional services. In the Series Seed II round, the company received a $50,000 investment from a co-packing company at a price per share of $0.10. Per its agreement, Our Life Foods must repurchase the shares by April 2021.

Discussion

Risks

Investment Risk

An investment in the company is speculative, and as such is not suitable for anyone without a high tolerance for risk and a low need for liquidity. You should invest only if you are able to bear the risk of losing your entire investment. There can be no assurance that that investors will receive any return of capital or profit. Investors should have the financial ability and willingness to accept the risks (including, among other things, the risk of loss of their entire investment and the risks of lack of liquidity) that are characteristic of private placement investments. There will be no public market for the securities being offered, applicable securities laws will restrict any transfer of the securities, and the securities will not be transferable without the company’s consent.

The information provided herein is not intended to be, nor should it be construed or used as, investment, tax or legal advice, a recommendation to purchase, or an offer to sell securities of the company. You should rely on the offering statement and documents attached as exhibits to the offering statement when making any investment decision. An investment in the company is not suitable for all investors.

Company Risk

The company’s industry is highly competitive, and the company may not be able to compete effectively against the other businesses in its industry. The company is subject to a number of significant risks that could result in a reduction in its value and the value of the company securities, potentially including, but not limited to:

  • Rapidly changing consumer preferences and market trends,
  • Inability to expand and maintain market acceptance for the company’s services and products,
  • Inability to gain access to international markets and comply with all applicable local laws and regulations,
  • Inability to achieve management’s projections for growth, to maintain or increase historical rates of growth, to achieve growth based on past or current trends, or to effectively manage rapid growth,
  • Inability to develop, maintain and expand successful marketing relationships, affiliations, joint ventures and partnerships that may be needed to continue and accelerate the company’s growth and market penetration,
  • Inability to keep pace with rapid industry, technological and market changes that could affect the company’s services, products and business,
  • Technological problems, including potentially widespread outages and disruptions in Internet and mobile commerce,
  • Potential costs and business disruption that may result if the company’s customers complain or assert claims regarding the company’s technology,
  • Failure to adequately address data security and privacy concerns in compliance with U.S. and international laws, rules and policies,
  • Performance issues arising from infrastructure changes, human or software errors, website or third-party hosting disruptions, network disruptions or capacity constraints due to a number of potential causes including technical failures, cyber-attacks, security vulnerabilities, natural disasters or fraud,
  • Inability to adequately secure and protect intellectual property rights,
  • Potential claims and litigation against the company for infringement of intellectual property rights and other alleged violations of law,
  • Difficulties in complying with applicable laws and regulations, and potential costs and business disruption if the company becomes subject to claims and litigation for legal non-compliance,
  • Changes in laws and regulations materially affecting the company’s business,
  • Liability risks and labor costs and requirements that may jeopardize the company’s business,
  • Dependence on and inability to hire or retain key members of management and a qualified workforce,
  • Ongoing need for substantial additional capital to support operations, to finance expansion and/or to maintain competitive position,
  • Issuance of additional company equity securities at prices dilutive to existing equity holders,
  • Potential significant and unexpected declines in the value of company equity securities, including prior to, during, and after an initial public offering, and
  • Inability of the company to complete an initial public offering of its securities, merger, buyout or other liquidity event.

Endnotes