Music licensing platform for content creators and artists
Minimum Investment: $100
Accepted into 500 Startups’ accelerator program
25,558 content creators on the Thematic platform through Q3 2019
Approximately 1.8 billion song plays from Thematic’s licensing platform through Q3 2019
Worked with artists such as Lauv, Betty Who, Netsky, Stephanie Poetri, and Taboo of the Black Eyed Peas
Founded in 2016, Thematic is a music licensing platform for content creators and music artists. The company has worked with artists such as Lauv, Betty Who, Netsky, Stephanie Poetri, and Taboo of the Black Eyed Peas. It has also worked with companies such as Kobalt Music Group, Ipsy, and Paladin Software. Since inception, the company has realized significant growth across its platform, ultimately leading to acceptance into the 500 Startups accelerator program beginning in Winter 2019. To date, the company has achieved the following:
Security Type: Crowd Note
Round Size: Min: $50,000 Max: $750,000
Discount Rate: 20%
Valuation Cap: $8 million
Conversion Provisions: In connection with equity financing of at least $1,000,000, 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 $8,000,000 valuation cap. Please refer to the Crowd Note for a complete description of the terms of the Crowd Note, including the conversion provisions.
*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: One-year free premium membership to Thematic.
$500: Lifetime free premium membership to Thematic.
$2,500: Lifetime free premium membership to Thematic, five lifetime premium memberships for friends and family, and a social media shout-out.
$10,000: Lifetime free premium membership to Thematic, five lifetime premium memberships for friends and family, a social media shout-out, and listed as an investor on the Thematic website.
$25,000: Lifetime free premium membership to Thematic, five lifetime premium memberships for friends and family, a social media shout-out, listed as an investor on the Thematic website, and an event or dinner at the Thematic headquarters with founders.
In 2014, YouTube star Michelle Phan, a content creator with 8.9 million subscribers, over 1.1 billion lifetime views, and more than 385 uploaded videos, was sued by music label Ultra Records for unlicensed use of its music. While Michelle would refute the claims, she ultimately settled out of court with the company. She later called the experience torturous and wouldn’t wish it on her worst enemy. It was a result of this battle that Michelle identified the need to create a peer-to-peer marketplace where content creators and artists could collaborate, leading to the creation of Thematic.i
Thematic is a collaborative music discovery and licensing company developed to empower music artists and content creators. Its platform matches content creators looking for music to feature in their videos on digital platforms with established and aspiring musicians. Content creators can download music from Thematic’s platform and include the music within their online videos. With Thematic, content creators have a lifetime right to use the music without the worry of copyright infringement. Artists are provided an opportunity to have their music featured in online videos by prominent content creators, ultimately expanding their reach and audience.
Since its beta launch in 2018, Thematic has helped over 26,000 content creators obtain music to feature in their videos, made over 56,000 songs placements in videos, and worked with artists such as Lauv, Betty Who, Taboo of the Black Eyed Peas, Netsky, and Stephanie Poetri. With the proceeds from this raise, the company plans to introduce new features to its platform to continue attracting content creators and artists and introduce new revenue generating features, including a subscription-based pricing model.
Thematic offers a platform centered around label-agnostic, community-based music licensing services that connect emerging and established music artists with digital media content creators across YouTube and other digital platforms. The platform is accessed via Thematic’s website and is designed to facilitate the effective use, promotion, and discovery of music and artists in media content. The company utilizes a proprietary algorithm to curate music to meet the various needs of content creators. It also provides them with a simple way to obtain the rights to play music throughout their channels without worrying about copyright infringement. The platform also seeks to help established and lesser-known artists to gain greater exposure through music plays on content creator channels.
The Thematic algorithm collects data from a variety of sources to curate music for content creators. It collects data from every video and link click to make the system more valuable for both creators and artists. The algorithm collects data both automatically and with some manual input and includes:
Music artists submit a song to Thematic and its curation algorithm matches it to a content creator.
Content creators download the song and Thematic generates a link to include in their video description which drives audience to the artist.
Thematic identifies all song placements, reports them back to the artist, and uses this data to inform its curation algorithm.
Music on Thematic is sorted by popular artists, themes (e.g. Halloween, autumn, cooking, and sports), staff picks, and new music. Thematic’s algorithm matches uploaded music with applicable themes and filters to make it easier for content creators to find music that matches their needs. Content creators can also search the platform for music based on a number of criteria including:
Qveen Herby, Mario Ayuda & Sven Schwartz, Eric Reprid, Ollie Joseph, and more
Frank Bell, Hive Riot, Yakoboo, Ashton Edminster, and more
Hive Rriot, Animus Volt, Jasper Sawyer, Sean Kolar, DrmPtry, Casey Cook, and more
Artists can submit their music through Thematic’s online dashboard. This dashboard displays all of the song placements, number of content creators using the artist’s music, the number of times songs have been played, and how many fans have visited the artist’s page. When an artist submits their song, they allow Thematic to manage their song on YouTube. Using technology integrated with YouTube’s API, Thematic identifies any YouTube video using the artist’s song. The company also utilizes third-party programs to identify artist music used outside of YouTube, such as Facebook or Instagram. If the video is coming from a Thematic content creator, the Thematic content management system checks to make sure there is a promotion link to the song below the video. If there isn’t a link listed, the system generates an email and automatically sends it to the artist reminding them to insert a promotion link. Content creators are expected to include the promotion link as a way to promote traffic to the artist’s page. The promotion link is a link to the artist’s page on the Thematic website. Artists can customize their page by choosing a default “player” (i.e. YouTube or SoundCloud), with their music available to be played on demand.
If the song is featured in a video by a content creator not on the Thematic platform, the system automatically files a claim on behalf of the artist. The claim states the artist has a right to a portion of revenue generated from the video. Thematic facilitates the collection of royalty fees, and any money collected on behalf of the artist is given in full to that artist.
Thematic seeks to raise a minimum of $50,000 and a maximum of $750,000 in this crowdfunding raise. The company intends to use the funds on product development, hiring additional staff, business operations, and marketing. The company has the discretion to alter the use of proceeds based on a change in business or market conditions.
The company anticipates using approximately 45% of the funds raised to hire management-level staff to help support the administration and processing duties of Thematic’s service as the business scales.
The company anticipates using approximately 25% of the funds raised to optimize the Thematic algorithm engine and program its platform to better service a larger scale of content creators and artists. Specific programming uses will include dedicating resources to updating Thematic’s metrics usage page, providing a product walk-through function on first login to explain how to use the site, allowing additional functionality resources for creators to identify which of their accounts are connected, begin programming for mobile use of the service, and build out advanced metrics and tracking functionality. Additionally, it plans to improve the platform to allow for additional automation of retrieving and displaying content use data and metrics.
Business Operations & General Working Capital
Thematic plans to use approximately 18% of the fund raised to increase working capital and improve flexibility to meet internal administration requirements for the business as it expands.
The company anticipates using approximately 12% of the funds from this raise on third-party marketing and public relations (PR) outreach. It also would like to increase the awareness of its brand across multiple channels through influencer activations.
Q1 2020: Thematic plans to activate its subscription revenue model in Q1 2020 to begin generating revenue. It also plans to:
Q2 2020: Thematic plans to expand its platform to support other creator platforms such as Twitch, Facebook, and Firework. Additionally, it plans to launch an artist dashboard with advanced analytics and features in Q2 2020.
Beyond the first half of 2020, Thematic aims to eventually introduce licensing for photo and graphics, podcasts, branded content, and original content and has started discussions with several podcasting companies that are looking for music clearance solutions.
Thematic currently generates revenue from one-time projects such as song placement guarantees, a 20% fee from all transactions on sponsorships, and branded integrations from brands and record labels. Over the next several months, the company anticipates generating additional revenue via two different sources. The first is from providing services to talent and brand-oriented business communities; and facilitating the activation of key influencers and their communities around specific major label music releases, key branded products, and entertainment industry properties. Secondly, the company plans to offer three different subscription plans; Freemium, Standard, and Premium. Pricing ranges from free to $25 per month. It designed its subscription-based business model based on interviews and cohort analysis of platform users.
Through Q3 2019, Thematic had 25,558 total members (content creators) signed up on its platform. In 2019, Thematic added 15,476 new members to its platform between January and October, averaging approximately 1,720 new members per month. In 2018, Thematic added 9,911 new members to its platform, averaging approximately 826 per month.
Through Q3 2019, there were 245 active artists on the Thematic platform with 1,159 live songs, representing 4.73 live songs per artist. Through September 2019, Thematic averaged about 11 new artists signing up per month, 51 new live songs added per month, and about 4.75 live songs per artist. In 2018, Thematic averaged about eight new artist sign ups per month, about 32 new live songs added per month, and about 4.85 live songs per artist.
Since inception, Thematic has made over 57,500 song placements in content creator videos. Through Q3, more than 48,800 song placements were made in 2019, up from a total of 9,958 in all of 2018. Through September, the company has averaged 3.5 song placements per active content creator per month in 2019.
Through Q3 2019, Thematic had placed music from artists on the platform in 35,838 videos since inception. The videos were primarily on YouTube (84.75%), with the remaining on Instagram (12.55%) and Facebook (0.56%). In 2019, music from artists were placed in 27,717 videos. Approximately 86% of placements were made in YouTube videos, 13% in Instagram videos, and 1% in Facebook videos. In 2018, music from artists were placed in 6,767 videos. Approximately 80% of placements were made in YouTube videos, 18.5% in Instagram videos, and 1.5% in Facebook videos.
In September 2019, videos with songs sourced from Thematic’s platform received over 70 million views, up from 22.6 million views in September 2018. Thus far in 2019, videos with songs sourced from Thematic averaged 62.8 million views per month, up from an average of 20.5 million views per month in 2018. Audience reach, which indicates the total number of followers and subscribers from the content creators who have published at least one video featuring music from Thematic, reached a new high in 2019. As of September 2019, the total audience reach for Thematic was 357.8 million.
Since inception, Thematic has worked with notable artists such as Lauv, Betty Who, Netsky, Stephanie Poetri, and Taboo of the Black Eyed Peas. Additionally, it has worked with companies such as Kobalt Music Group, Ipsy, and Paladin Software.
Thematic has generated $61,281 in revenue since its inception in 2017. Year-to-date through October 2019, Thematic has generated $43,800 in revenue, up by 318% over the same period in 2018. Revenue in 2019 has been spread evenly throughout the year due to one-time projects completed. In 2018, Thematic generated $10,481 in revenue for the year, up by 47.6% year-over-year. Revenue in 2018 was primarily generated at the beginning of the year from one-time projects. The company generated a negative net revenue in Q3 2018 due to a licensing refund. In 2017, Thematic generated $7,100 in revenue for the year.
Through October, Thematic has incurred $274,947 in total expenses for the year, down by 79% over the same period in 2018. Expenses decreased when compared to 2018, in part, due to a substantial decrease in wage expenses to improve the company’s burn rate. In 2018, Thematic incurred $1.38 million in expenses for the year, up by 522% year-over-year. Expenses underwent a sharp increase in 2018 due to higher wage expenses from hiring additional staff and increasing compensation for employees. By Q4 in 2018, the company began reducing wage expenses. In 2017, Thematic incurred $221,269 in total expenses for the year.
Through October, the largest expense category in 2019 has been professional fees, accounting for 86.3% of all expenses. Professional fees increased by 73.3% over the same period in 2018, in part, due to outsourcing some labor costs to reduce wage expense. A full breakout for expenses in 2019 is as follows:
In 2018, the largest expense category was compensation and benefits, accounting for 75.1% of all expenses. Compensation and benefits increased year-over-year, in part, due to adding additional staff and increasing compensation for employees. Toward the end of 2018, the company decided to scale back compensation to reduce expenses and improve the company’s burn rate. A full breakout for expenses in 2018 is as follows:
Professional fees were the largest expense in 2017 accounting for 75.65% ($167,394) of total expenditures. Other expenses incurred in 2017 include:
Through October, Thematic has incurred a net loss of $231,147 for the year, down from a net loss of $1.3 million over the same period in 2018. The company’s net loss improved due to an increase in revenue and a substantial reduction in expenses. In 2018, the company incurred a net loss of $1.37 million for the year, up from a net loss of $219,335 in 2017. The company began to dramatically reduce its net loss in Q4 2018 by reducing total expenses.
As of October 31, 2019, Thematic had $973 in cash on hand. Thus far in 2019, the company has averaged a monthly burn rate of $19,840. The company is planning on deferring salary and costs until it receives funding from 500 Startups as part of its accelerator program. With the proceeds from this raise and 500 Startups’ investment, the company anticipates having approximately 10-12 months of runway.
With over one billion users across the globe, YouTube offers content creators access to a large base of viewers.ii More than 250 million hours of YouTube content is watched on TV screens every day, not including videos watched on mobile devices or through the YouTube app. Content creators of YouTube upload more than 500 hours of new videos every minute, equating to roughly 30,000 hours of new content per hour and 720,000 hours per day. This is up from 400 hours of new videos being uploaded every minute in 2016.iii In 2018, YouTube was estimated to have generated about $3.96 billion in total ad revenue.iv Ad revenue at YouTube is typically split 55% and 45% between the content creator and the company, respectively.v Extrapolated, these figures would imply total revenue for content creators at $2.18 billion or $4.84 billion in 2018 on YouTube, depending if the content creator’s portion is included or not in YouTube’s revenue figures.
As a result of YouTube’s large user base, active engagement, and ad revenue, it presents a lucrative opportunity for content creators. However, content creators can face issues when it comes to promoting themselves on YouTube due to strict rules on music licensing. Creators who accidentally or unknowingly use music which doesn’t belong to them are exposed to losing ad revenue, having their content taken down, or more serious issues. In the first instance of copyright infringement, YouTube gives creators a strike and requires the offender to take an online course about copyright law. If a content creator receives three strikes, he or she will be subject to a lifetime ban from the platform with all of their videos taken down. Additionally, copyright holders have the right to pursue legal action where copywrite offenders could be liable for penalties and fees.vi
Content creators also face similar issues across other platforms such as Instagram and Facebook.vii Instagram has started using technology that allows them to recognize and automatically take down any video that contains copyrighted music. Facebook has a strike policy similar to YouTube’s in which after an unspecified number of strikes a content creator may have their account disabled, page removed, or their ability to post media restricted.viii
However, there are several steps content creators can take to avoid running into copyright issues. The first is to avoid copyrighted material all together by creating their own music or asking for audience submissions. However, this can be an inefficient and lengthy process. Content creators can also claim their material falls under fair use, a provision which enables copyrighted material to be used permitted it is for education or non-profit purposes, or it is for criticism, parody, or commentary. However, the fair use provision can be difficult to interpret and is not all encompassing.ix Lastly, content creators can ask for explicit permission from the creator of the copyrighted material. However, this requires content creators to track down the person or entity that now holds the rights to the copyrighted material.x This is where licensing platforms come in. Platforms such as Thematic aim to reduce the friction between tracking down the rights to copyrighted content, simplify the licensing process, and enable independent artists to still receive benefits for their work.
In recent years there has been a shift in the music industry towards independent artists not signed by a major label. On Spotify alone there are approximately 3 million different artists, with only .73% getting enough streams to make a living.xi According to a survey by MIDIA, a media and technology research company, 59% of independent artists would like to manage their own rights and use a distributor in order to maintain creative control.xii This has made it more important than ever for bands and musicians to find ways to promote themselves.xiii One option is through licensing music to content creators who can expose an artist’s music to thousands or even millions of viewers.xiv
According to Pitchbook, there was $244 million invested in the social platform and music and entertainment industry in 2018, down from $367 million in 2017. Overall, between 2008 and 2018, approximately $2.4 billion was invested in the industry. Additionally, in 2018 there were 45 completed deals, down from 81 in 2017. Other notable industry data includes:xv
Founded in 2006, Envato is a marketplace for creative assets and creative people. Within the Envato brand, there are several business segments focusing on different creative assets such as music, videos, pictures, logos, and website designs. For $16.50 a month, users can get access to Envato Elements, where they can download an unlimited number of themes, plugins, graphics, photos, fonts, and audio files. The company utilizes a community of independent creators to create the digital assets. It splits 50% of net revenue with its creators. Licensees of Envato’s digital content receive one license granting them broad commercial rights and applies to all content.xvi In 2016, the company reported it was profitable in 2015 with a pre-tax profit of ~$33 million.xvii
Founded in 2009, Epidemic Sound is a provider of royalty-free music usable on social platforms. It holds a curated music catalog with over 30,000 tailored tracks used by companies such as Netflix, GoPro, Twitter, and Cheddar.xviii Epidemic Sound offers three different subscription models; creator starting at $15 per month, business stating at $149 per month, and custom pricing. The creator subscription can be used by individual creators on their social media channels while the business subscription can be used across company-wide operated channels for businesses with up to 50 employees.xix Additionally, Epidemic offers single track licensing pricing from $99 to $1,999. The company pays upfront rates to acquire ownership of music and splits music streaming revenue 50/50 with music creators. Epidemic distributes to 30 streaming services including Spotify, YouTube Music, Apple Music, Amazon Music, and Deezer.xx It raised $20 million at a $370 million valuation in July 2019.xxi
Founded in 2010, FyrFly-Song Freedom provides licensed music to filmmakers, photographers, schools, churches, and others. Its library contains music from over 800 creative artists including Lady Gaga and The Royal Foundry. The company operates as a membership program, where members can gain access to unlimited music, hassle-free video hosting, and slideshow software.xxiiCommercial/promotional licenses are not included in the membership program and incur an additional cost. In addition to being able to license songs, FyrFly-Song Freedom also has a curated list of playlists for members to choose from.
Founded in 2016, Lickd is a digital platform helping YouTube content creators legally use music. It provides commercial music from real labels for licensing in YouTube videos without the worry of a copyright claim. Lickd has music available on its platform within genres such as acoustic, ambient, electronic, indie, orchestral, and soul. It also sorts music by theme, with categories such as automotive, education, food, gaming, and sports. Artists and record labels are encouraged to allow for licensing of their music through Lickd as a way to get their artists promoted on prominent YouTube channels. The company’s pricing structure is based on the average views an influencer’s recent video uploads have received. Pricing includes a lifetime license to use the music in a video. Licenses can only be used for one video; an additional video requires the purchase of another license. Additionally, branded and sponsored content incur a higher fee. Lickd prohibits users from using licensed content in videos with themes of tobacco, politics, religion, firearms, military themes, charities, and adult material.xxiii
Founded in 2010, Musicbed licenses music to filmmakers, tv studios, brands, and agencies around the world. The company represents over 700 composers and indie artists. Musicbed offers five different subscription based-pricing options ranging from $9 per month to $89 per month and custom quote-based pricing. The pricing varies based on features and size of the end user (creator, non-profit, business). Additionally, single songs can be purchased for a one-time fee. Songs licensed from Musicbed can be used on streaming services, podcasts, and paid advertising. Music on Musicbed is not royalty-free. Musicbed’s services have been used by companies such as ABC, Land Rover, Samsung, Amazon, NASA, and Netflix.xxiv
As a founder of Thematic, Michelle Phan contributes her vision and background to the company as a pioneering entrepreneur, YouTube influencer, and creative talent. Founding Thematic specifically as a resource for audiovisual and music creators, Michelle works directly with Thematic’s management team to assure Thematic keeps to its “for creators, by creators” ethos. Michelle’s YouTube channel has over 8.9 million subscribers, over 1.05 billion lifetime views, and more than 385 uploaded videos.xxv She has a diverse background of business ventures such as Ipsy, a successful subscription-based company providing makeup and related products valued at $800 million after its last round in 2015,xxvi EM Cosmetics, her own makeup line, and her own digital media business. Additionally, she has partnered with Google and Lancôme. Michelle was named to both the Inc. 30 Under 30,xxvii and Forbes 30 Under 30xxviii lists in 2015. As a principal of Thematic, Michelle is involved in all aspects of service offerings such as company designs, and implements its services for the benefit of content creators and music artists alike.
Marc is a co-founder and CEO of Thematic, responsible for running all facets of the business. Marc has a proven track record of executive management with over 18 years of experience in founding, developing, and successfully running music and media ventures with a digital and technology focus. Prior to engaging in music related entrepreneurial ventures full-time, Marc spent 8 years at Sony Music where he led the west coast digital operations for Sony Music Studios and oversaw production and engineering of artist-driven content initiatives across all multi-media formats. Marc went on to co-found Threshold Sound, a full-service recording studio and post-production facility working with acts such as Kanye West, Incubus, Heart, Ozzy Osbourne, Green Day and Linkin Park. Next, Marc co-founded Spin Move Media, LLC, a music/media marketing venture that specializes in accelerating the collaborative marketing power of digital media influencers, music artists, and brands through synergistic marketing campaigns and content initiatives. In conjunction with Spin Move Media, Marc launched the Spin Move Network, a music focused multi-channel network that managed digital initiatives and YouTube channels for artists such as Jennifer Lopez, Normani Kordei, Miley Cyrus/Mandy Jiroux, Richie Sambora, Thalia, and Taboo (Black Eyed Peas), as well as developed influencer campaigns for music companies including Warner Records, Interscope, Republic, UMG, and Sony Music. Marc is passionate about building compelling digital tools and providing meaningful resources that will empower emerging and established music artists, allowing them to more effectively contribute to the creation of content properties across the larger digital creator community.
Audrey Marshall is a co-founder and the COO of Thematic. She is responsible for leading the company’s product development, technical programming, and business development endeavors. Audrey has been working with, and connecting, content creators with music artists, their labels and publishers, for the past 10 years as a lead executive with the music media venture, Spin Move Media, LLC. Audrey’s background is steeped in digital media entertainment, social media activation, and public relations. She specializes in creating and implementing digital strategies for music artists, content creators, and brands, with previous campaigns for Macy’s, Taboo of the Black Eyed Peas, the American Cancer Society, and the L'Oréal luxe family of brands, among others. Audrey has developed and administered channel optimization initiatives for talents ranging from Jennifer Lopez and Thalia, to corporate clients like Warner Bros., Endemol, and L'Oréal. She is a graduate of Chapman University and a certified expert across the board with YouTube in digital rights, channel management, and audience development. Audrey has a specific focus on, and passion for, digital rights management for music assets and has helped developed and managed some of the leading beauty, lifestyle, and dance channels on YouTube.
Christian has a passion for helping content creators develop and thrive, bringing to his clients and ventures a wealth of successful legal, branding, business, and leadership experience. In addition to his past service as an executive officer and counsel to a myriad of brand and media ventures, Christian is an attorney in private practice. His legal practice specializes in entertainment/media, venture/start up development, intellectual property, and licensing, working with a wide range of clients from entrepreneurially driven startups in the digital/technology space to entertainers. In different advisory capacities, Christian has represented several large and top-selling stars including Fergie, Lance Bass, Chris Kirkpatrick, Taboo from the Black Eyed Peas, Metro Station, Bad Suns, and Good Charlotte, among others. Some of the representative deals Christian has been involved with include assisting client deals with Universal, Interscope, Warner Chappell, Comcast, NBC, L’Oréal, Macy’s, Vans, Avon, Lion’s Gate, Brown Shoe, Nickelodeon, Viacom, Hot Topic, Google/YouTube, Yahoo, Pepsi, Marvel, Discovery, Toho Japan, Style Network, Warner Music, Cartoon Network, Tristar, and others.
Since inception, Thematic has raised $1.5 million in outside capital. In January 2018, Divinium Capital, of which Michelle Phan is a partner, invested $1.5 million in the company for its Series AA round at a price per share of $1.20. In addition to this crowdfunding raise, Thematic is also participating in 500 Startup’s accelerator program. As part of the program, 500 Startups intends to make an investment under the same terms as this raise.
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.
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 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: