Now, It’s very straightforward to register on Sagoon additionally there’s a probability for outdated customers to earn some Smart Coins by finishing their profile. And you may take a look at the leaderboard to know the place you stand towards different Sagooners.
About Sagoon lite Inc.
Sagoon is the first social-gifting app that allows customers to Connect Share & Earn
Sagoon is the primary social-gifting app that allows individuals to Connect, Share, and Earn.
Connect with your folks who’ve related pursuits, socialize with them and earn Smart Coins whereas partaking with them.
Find what tales, images and movies your folks are posting, and uncover hidden tales posted on matters you’re keen on, from everywhere in the world.
On Sagoon, you will see that 100+ matters primarily based in your pursuits and placement:
· Everyday Life
· What’s Hot!
· Inspire Me
· Creative Corner
· Confession Stories
· Beauty Tips
· Street Food
· My Kitchen
· Incredible Nature
Express your self FREELY:
Share your pursuits, experiences, data and moments: what’s occurring round you day by day! Write your lovely story with a background textual content, shade or photograph or a video.
Post your tales anonymously:
You can disguise your title whereas sharing your tales and commenting on others’ tales, since it is not about who you’re, it is about what message you’re sharing. Many individuals get pleasure from hiding their names to change into FREE from others’ judgment.
Track the place your tales journey:
Great tales encourage and alter others’ lives – 1000’s of Sagoon tales achieve big reputation and journey worldwide.
Earn whilst you socialize:
Sagoon rewards every consumer for the time they spend on the platform. You can earn Smart Coins primarily based on how energetic you’re on Sagoon.
· Posting tales, partaking with different tales
· Sharing tales, referring and alluring mates
The extra your tales get reactions, feedback, and shares, the extra Smart Coins you earn.
The extra your folks enroll, the extra you earn Smart Coins.
The extra you earn Smart Coins, the extra you get to buy FREE.
You can use Sagoon to:
· Connect together with your family and friends
· Discover superb tales primarily based in your pursuits and passions, that can add worth to your life
· Post your 220-character story with a gorgeous background textual content, shade or photograph, or a video
· Share your story with your folks, household and the entire world
· Hide your title whereas posting a narrative so that you could be free from others’ judgment
· Be your actual self and discover and share what you’re keen on, see and discover round you
See your tales touring worldwide
· Like, share and remark (even anonymously) on others’ tales
· Invite your folks to be part of Sagoon group and earn rewards
· Shop together with your Smart Card at retail shops
· Send presents to your folks
We stay up for listening to about your Sagoon experiences!
If you could have any bugs to report or have questions and considerations, please contact us on: email@example.com or go to: https://www.sagoon.com
Sagoon Lite is a straightforward technique to seize and share world’s hidden tales.
Share something thrilling
On Sagoon hundreds of thousands of persons are overtly sharing their pursuits, experiences, data, and occasions: what’s happenings round them day by day.
Write a lovely story
Every submit has its personal story
People are sharing a 220-character story with a gorgeous background shade or photograph, or a video.
Hide your Name
It’s not about who you’re; it is about what message you’re sharing
Many individuals get pleasure from hiding their names to change into FREE from others’ judgement.
An excellent story motivates and adjustments different lives
Thousands of Sagoon tales achieve big reputation and journey worldwide.
Related: blogging in Nepal
Sagoon lite Frequently asked Questions (FAQ)
Can I make investments?
Everyone can make investments on-line in Sagoon by finishing a easy funding type.
The US Security and Exchange Commission (SEC) now permits Regulation A (additionally referred to as Reg A+ and Mini-IPO) choices to lift funds from each non-accredited and accredited buyers.
Who is an accredited investor? An particular person who has a internet value in extra of $1 Million (excluding his or her main residence) or has had an annual revenue in extra of $200,000 ($300,000 if joint revenue) for the previous two years.
If you’re a non-accredited investor, you shall not make investments greater than 10% of your internet value or 10% of your annual revenue.
Investors exterior the USA may be eligible to purchase shares. You should make sure that your state of affairs and native regulation can help you change into an investor wherever you reside or make investments from.
Why ought to I make investments?
Our founders left every thing behind and arrange a imaginative and prescient to disrupt $300 billion value of immerging social commerce industry-gift card and coupons market. They labored day and evening to develop merchandise they envisioned, construct a crew and develop their enterprise to totally different markets. They want funds to attain their imaginative and prescient and make Sagoon one of the profitable firms. If you consider of their imaginative and prescient, we encourage you to take a position and probably obtain monetary returns.
What ought to I do earlier than shopping for shares?
Please learn our Offering Circular fastidiously.
How do I purchase shares?
It’s easy. Just click on on ‘Invest Now’ and fill the required particulars.
How a lot do shares value? Is there any charges?
The value of a single share is $30. You should buy any variety of shares. There is likely to be a small payment concerned which your native financial institution could cost for wire or bank card cost.
What is the cost technique?
- You will pay utilizing any of the next choices:
- Credit Card or Debit Card
- ACH or Check (if in case you have an account in any of the US banks
- Wire (All worldwide buyers)
- For extra element verify How to Invest
Related: Google Fi project
Which bank cards are accepted for funding ?
Visa, Master Card, Discover
What occurs after I buy shares?
Once the funding is full, your cash shall be transferred to an escrow account as an impartial escrow agent.
When we settle for your funding, and a few regulatory procedures are accomplished, your cash shall be transferred from the escrow account to Sagoon in change on your shares.
You will obtain a affirmation of your funding and a subscription settlement by way of e-mail and you’ll change into a co-owner of Sagoon Inc.
For extra element verify How to Invest part
How lengthy will shares be out there to buy?
This funding alternative is accessible till feb 2021.
Can I promote my shares sooner or later?
Your shares could be freely offered, should you discover a purchaser for them. While we intend to hunt a list or citation on a inventory change or market sooner or later, there could be no assure that we are going to reach doing so within the brief time period or ever.
How do I contact the service provider?
You can contact us by way of:
Email: make firstname.lastname@example.org
Chat: www.sagoon.com/make investments
Sagoon lite referral code to get free coins
Sagoon referral code is 2UZK7
PART II AND III 2 tm208114d1_partiiandiii.htm PART II AND III
AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.
PRELIMINARY OFFERING CIRCULAR DATED FEBRUARY 14, 2020
1980 Teasel Ct.
Woodbridge, VA 22192
Up to 333,333 Shares of Class C Common Stock at $30 per Share
Minimum Investment: 30 Shares ($900)
Maximum Offering: $10,000,000
See “Securities being offered” at page 29.
|Price to Public||Underwriting Discount|
and Commissions (1)
(1) The company does not intend to use commissioned sales agents or underwriters. In the event it uses commissioned sales agents or underwriters, it will file an amendment to this Offering Circular.
(2) Does not reflect payment of expenses of this Offering, which are estimated to not exceed $250,000 and which include, among other things, professional fees and marketing expenses and state filing fees.
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.
GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(D)(2)(I)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.
This offering is inherently risky. See “Risk Factors” on page 8.
Sales of these securities will commence on approximately January [_], 2020.
The company is following the “Offering Circular” format of disclosure under Regulation A.
This offering (the “Offering”) consists of Class C Common Stock. The Class C Common Stock has one-tenth of a vote per share, compared to one vote per share that applies to the Class A Common Stock, all of which is held by the company’s Chief Executive Officer, which means that the Chief Executive Officer currently holds over 99.9% of the voting power of the company’s equity. The Class C Common Stock is being offered on a “best efforts” basis, which means that there is no guarantee that any minimum amount will be sold. There are 333,333 shares being offered at a price of $30 per share with a minimum purchase of 30 shares per investor. The maximum aggregate amount of the shares offered is $10,000,000 (the “Maximum Offering”).
Provided that an investor purchases shares in the amount of the minimum investment (30 shares), there is no minimum number of shares that needs to be sold in order for funds to be released to the company and for this Offering to close, which may mean that the company does not receive sufficient funds to cover the cost of this Offering. The Offering will terminate at the earlier of (1) the date at which the Maximum Offering amount has been sold, (2) the date that is twelve months from the date of this Offering Statement being re-qualified by the Commission, or (3) the date at which the Offering is earlier terminated by the company in its sole discretion, which may happen at any time. The company anticipates that it will hold its initial closing on some date after the date of qualification and will hold additional closings at various times thereafter in the company’s discretion.
AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS RE-QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.
TABLE OF CONTENTS
In this Offering Circular, the term “Sagoon,” “the company,” “we” or “us” refers to Sagoon, Inc. and its consolidated subsidiaries.
THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.
Sagoon Inc. (“Sagoon” or the “company”) is a Delaware corporation that operates www.Sagoon.com, a social commerce platform. The company believes that Sagoon enables users to make a true connection with others. The company intends to generate revenues from advertising and the sale of gift cards and coupons. The company intends that eventually it will be able to provide its user base the ability to monetize time spent on the website through a revenue-sharing model.
|Securities offered:||Up to 333,333 shares of Class C Common Stock ($10,000,000)|
|Minimum investment:||30 shares ($900)|
|Common Stock outstanding before the Offering1||352,020 shares of Class C Common Stock|
|Common Stock outstanding after the Offering1 2||685,353 shares of Class C Common Stock|
|Classes of Common Stock:||There are three classes of Common Stock authorized. Each share of Class A Common Stock has one vote. Class B Common Stock is non-voting. Each share of Class C Common Stock has 1/10 of a vote. The securities offered in this Offering are Class C Common Stock and have limited voting rights.|
|Use of proceeds:||The net proceeds of this Offering will be used as working capital to build and expand the company’s business. See “Use of Proceeds.”|
1 Includes the following:
|·||2,361,000 shares of Class A Common Stock held by founder and CEO Govinda Giri.|
|·||989,800 shares of Class B Common Stock issued to initial investors from a prior friends and family round.|
|·||8,501 shares of Class C Common Stock issued to investors in a prior private offering.|
|·||See “Securities being offered” for more information.|
2 Assumes the sale of 333,333 shares.
The Company’s Business
Sagoon is a social commerce platform that helps people to build their social connection and to make their social connection more meaningful, productive and secure with its social path: CONNECT – SHARE – EARN.
Sagoon’s mission is to change the way people use and interact on social media today. Sagoon plans to be a pioneer in monetizing social media, enabling users to earn financial rewards while connecting with others and sharing personal experiences.
We call Sagoon a “social movement” – CONNECT – SHARE – EARN
CONNECT: Sagoon wants people to go beyond simply connecting and instead to build meaningful and productive relationships.
SHARE: Sagoon’s aim is to enrich the quality of interactions with friends and loved ones. Users can share knowledge and experience as a form of image, videos and texts.
EARN: Sagoon wants to share its earnings with its users. Users spending time with Sagoon should learn, enjoy, and eventually earn cash rewards.
We aim to be “Social Gifting” Company
We believe reinventing the concept of social gifting would improve the relationships of people.
While Sagoon has not yet generated any revenues and there can be no assurance that we will generate revenues in the future, Sagoon has been used by more than 3,000,000 people across the globe . The largest number of our users is in India, followed by Nepal and the United States. We believe we will continue to gain more users internationally.
Supported by popular news and media in Nepal and India, we have received extensive media coverage. We currently have approximately 16 full-time employees based in the United States, India and Nepal. The company’s operations and finance are managed in the United States, technical development is done in India and marketing is carried out from Nepal.
We have found most of today’s social networks are built around a time-consuming networking concept. We believe, this makes millions of lives unnecessarily complicated. All too often, we have seen our “friends” on social media appearing to enjoy an expensive and exciting lifestyle. In the end, this doesn’t usually provide a solution to our needs; instead, it creates envy and social isolation.
As a result, many people are searching for new ways to engage with real friends and create more meaningful relationships, while spending their time productively. Sagoon aims to change the way people use and interact on social media, with an online shopping and gifting feature.
At present, Sagoon is used by people of all ages. The primary product allows for the building of social connections and the sharing of stories, both publicly and privately. Additionally, it provides for the organization of daily tasks and schedules and the ability to “chat” seamlessly through MoodTalk. The current features are available on Android iOS and Web.
Features Currently Available on the Android Platform:
My Day – this feature has a section that highlights your current location whenever you log into Sagoon; in addition, local time and weather reports help travelers to plan their day.
|·||Share Schedule – a tool for scheduling meetings and creating timetables; this can be shared with co-workers and family members so that your spouse, for example, can know where you are without wasting time or money texting or phoning.|
|·||Share To-Do List – an online tool to help track your projects, tasks and chores – again this can be shared with partners, family members, etc.|
|·||Send Reminder – a useful online tool for those of us who tend to forget tasks or appointments.|
Share Story– a messaging service with a 220-character limit. Users can post messages as ‘Open Secrets,” allowing all contacts to view, like or dislike, or post secretly with a private message that will vanish after it has been read.
MoodTalk – an online “chat” tool that helps you to communicate using “moods” (happy, sad, sick, awesome, etc.), letting your moods do the talking while you chat. Chats also vanish automatically after 24 hours.
Features Currently Available on the Android, iOS and Web Platform:
Sagoon Lite – Sagoon Lite is a simple way to capture and share world’s hidden stories.
People express FREELY by sharing their interests, experiences, knowledge and moments: what’s happening around you every day?
The Sagoon Lite app is small, so it saves data on your phone, loads swiftly and runs efficiently on all connections including 2G and 3G networks.
Social Smart Card
The Social Smart Card is a digital card for all the shopping and gifting needs of users. It will allow Sagoon users to earn money while shopping, redeeming coupons and gifting their loved ones.
Why We Believe Sagoon is a Game Changer
We believe that Sagoon’s platform will be a pioneer in its field with the innovative idea that users can make social connections while also sharing personal stories and earning money. Once users sign up, they will receive a “digital Smart Card” that allows users to redeem coupons, give gifts, and also earn financial rewards.
We are global. Our first target markets include the United States and South Asia. The United States and South Asia have 1.1 billion internet and social media users. India, by contrast, has up to 627 million internet and social media users.
The United States and India have a combined $300 billion gifting and advertising markets. During 2017 the United States generated $41 billion from ad revenue in the social network advertising space. By contrast, during 2016 $31 billion worth of digital coupons was sold in the U.S. and $14 billion was sold in India. The total digital gift card volume is projected to reach $750 billion in the U.S. by 2024 and $14 billion in India by 2024.
Sagoon’s technology eliminates many barriers that exist in traditional methods of computing and therefore makes its process faster and less expensive. Sagoon was developed based on the latest technology and plans to use semantic technology and Natural Language Process, Machine Learning, Artificial Intelligent and Blockchain methods in future. We believe utilizing the aforementioned technology will result in significant savings in energy costs and data security.
Govinda Giri, founder of Sagoon, has more than 15 years of experience in Information Technology Enterprise Solutions, working with both the U.S. government and with private companies. Giri runs the company and as “chief architect” at Sagoon builds products and core technology.
Swati Dayal, co-founder, has more than eight years of experience working in the web and mobile space, and carries out the day-to-day work of Sagoon India, a private limited company wholly owned by Sagoon Inc.
In addition, Sagoon currently employs a key management team and approximately 16 full time employees, in India, US and Nepal. The management team continues to hire software developers and engineers and management to scale the business as needed.
Update Since the Regulation A Offering
In July 2017, the company commenced a Regulation A offering. The Regulation A offering consists of Class C Common Stock. The company sold a total of $4,587,133 in Class C Common Stock under the Regulation A offering, which closed in July 26, 2018.
In July 2018, we launched an offering under Regulation CF, which to date has raised gross proceeds of $202,469.
In May 2019, the company commenced a Regulation D offering. The Regulation D offering consists of Class C Common Stock, offered at $23 per share. As of November 26, 2019, the company sold a total of $240,065 in Class C Common Stock under the Regulation D offering.
Since the Regulation A offering, Sagoon has taken numerous steps to further its social media footprint. In January 2018, Sagoon launched Android App and in January 2019, Sagoon launched Sagoon Lite on iOS, Android and web desktop. In October, 2019, Sagoon launched “Social Smart Card. In addition, we continue to develop our platform to support our growing user base.
Marketing and Advertising
At this time, our marketing efforts are minimal due to budgetary constraints. Currently, we reach out to potential users through social media campaigns, published news articles and content marketing.
Sagoon intends to accept advertising by the end of 2020. We believe that this creates a spin cycle of positive outcomes: advertising attracts more users; an increased number of users attracts more advertising; and more advertising produces more revenue that is then shared by users.
During December 2016, Sagoon entered into a non-cancelable operating lease agreement to lease office space in India. We received the first 3 months free, thus, accrued rent of $9,627 and $19,565 is recorded as of December 31, 2018 and 2017, respectively. An annual minimum payment of $89,108 was made for the year ended December 31, 2018. Future annual minimum payments for the non-cancellable lease include $81,363 for the year ended December 31, 2019.
Why Equity Crowdfunding?
The growth of Sagoon was fueled and funded by a group of believers mostly from the United States and Canada based Nepali and Indian communities through private placements and Regulation A offerings. Sagoon’s business model is to share its revenue with every individual user. Sagoon believes in empowering users by giving them an opportunity to earn money. The crowdfunding model is a perfect fit.
The launch of the JOBS Act and expansion of Regulation A makes it possible for Sagoon to raise capital from thousands of fans using an equity crowdfunding model. Through this Offering Circular, Sagoon is offering an investment opportunity to people around the world who love our products and believe in our vision, regardless of how wealthy they may be.
Our business is subject to a number of risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this summary. These risks include, but are not limited to, the following:
|·||The company has a limited operating history|
|·||The company has limited tangible assets and its continued operation requires funding|
|·||The company is dependent on its management, founders and sponsors to execute the business plan|
|·||The company faces significant competition|
|·||The company has incurred and intends to incur debt|
|·||The company faces development and business risks|
|·||The company relies on third-party developers for development of the company’s technology|
|·||Our ability to measure new and active users is limited|
|·||The company’s expenses could increase without a corresponding increase in revenues|
|·||We may be unable to maintain and enhance product image|
|·||If we are unable to protect effectively our intellectual property, we may not be able to operate our business, which would impair our ability to compete|
|·||We could suffer computer, website or information system breakdown|
|·||Changes in the economy could have a detrimental impact|
|·||We could experience regulatory and legal hurdles|
|·||The company may undertake additional equity or debt financing that may dilute the shares in this Offering|
|·||The company may not raise the maximum amount being offered|
|·||The company may not be able to obtain additional financing|
|·||The offering price has been arbitrarily determined|
|·||Our management has broad discretion in application of proceeds|
|·||There is no assurance the company will be able to pay distributions to shareholders|
|·||The company’s indebtedness could adversely affect its business and limit its ability to plan for or respond to changes in its business, and the company may be unable to generate sufficient cash flow to satisfy significant debt service obligations|
|·||We will be subject to Regulation A’s ongoing reporting requirements|
|·||There is no market for the company’s shares of Class C Common Stock|
|·||Your economic interest in the company may be less than your ownership interest|
|·||The subscription agreement has a forum selection provision that requires disputes be resolved in state or federal courts in the State of Delaware, regardless of convenience or cost to you, the investor|
The purchase of the company’s Class C Common Stock involves substantial risks. You should carefully consider the following risk factors, in addition to any other risks associated with this investment. The shares offered by the company constitute a highly speculative investment and you should be in an economic position to lose your entire investment. The risks listed do not necessarily comprise all those associated with an investment in the shares and are not set out in any particular order of priority. Additional risks and uncertainties may also have an adverse effect on the company’s business and your investment in the shares. An investment in the company may not be suitable for all recipients of this Offering Circular. You are advised to consult an independent professional adviser or attorney who specializes in investments of this kind before making any decision to invest. You should consider carefully whether an investment in the company is suitable in the light of your personal circumstances and the financial resources available to you.
Risks Relating to the Company’s Business
The Company Has a Limited Operating History
The company has a limited operating history and there can be no assurance that the company’s proposed plan of business can be developed in the manner contemplated. If it cannot be, investors may lose all or a substantial part of their investment. The company’s present business and planned business are speculative, and in the earliest stages of development, and subject to numerous risks and uncertainties. The development of the company’s services has already encountered delays. There is no guarantee that the company will ever realize any significant operating revenues or that its operations ever will be profitable. The audited financial statements of the company include a “going concern” paragraph that notes that there is substantial doubt about our ability to continue as a going concern.
The Company Has Limited Tangible Assets and Its Continued Operation Requires Funding
The company has limited tangible assets and its continued operation requires funding, even beyond the Maximum Offering amount. The company currently has only minimal assets and a significant portion of its funding will come from this Offering, which is unlikely to be enough to bring the company to profitable operations. Further fundraising is likely to be necessary in order to make the company’s business plan viable. Any such fundraising (whether by future offerings of equity or debt securities, or by borrowing money) may be on terms that are better than the terms offered to investors in this Offering.
The Company Is Dependent on Its Management, Founders and Sponsors to Execute the Business Plan
Sagoon is dependent on its management, founders and sponsors to execute the business plan. The success of the company will depend on its ability to compete for and retain additional qualified key personnel to enhance the growth. The company’s operations and viability will be also dependent on its management team including Govinda Giri, the company’s CEO. The company’s business would be adversely affected if it were unable to recruit qualified personnel when necessary or if it were to lose the services of certain key personnel and it were unable to locate suitable replacements in a timely manner. Finding and hiring such replacements, if any, could be costly and might require the company to grant significant equity awards or incentive compensation, which could have a material adverse effect on the company’s financial results and on your investment. The loss, through untimely death, unwillingness to continue or otherwise, of any such persons could have a materially adverse effect on the company and its business.
The Company Faces Significant Competition
We will face significant competition in the United States, India, and in all countries and markets. The company will be in direct competition with both new companies and existing companies that provide similar services, some of which currently hold a dominant position in the market. Some or all of these companies will have far more financial resources, a more established track record and more experience in the business than the company and there can be no assurance that we will be able to successfully compete.
The Company Has Incurred and Intends To Incur Debt
The company has incurred and intends to incur additional debt in connection with opening its business. Complying with obligations under such indebtedness may have a material adverse effect on the company and on your investment, especially if we are obligated to repay debt when with funds that could be used building out our operations.
The Company Faces Development and Business Risks
We will be subject to the risks generally incident to the ownership and operation of a business engaged in the operation of online business, including without limitation, fluctuations in the cost of improving and changing technology, other materials and services and the availability of financing for the company’s activities, inability to timely deliver completed products or services to customers, risk of rejection of products or services from customers, possible theft of trade secrets and/or unauthorized use of the products or services, possible trademark or patent infringement claims, both as to liability and the cost of defense of the same, and loss of or inability to attract key personnel, general and local economic conditions, the supply and demand for products and services similar to those of the company, and laws, regulations and taxes, all of which are matters beyond the company’s control, may have a material adverse effect upon the value of the company and upon the ability of the company to operate profitably. There is no assurance that the company’s efforts to profitably operate and develop its business will be successful. Companies, particularly new ones, frequently fail. If that should occur, investors in the company stand to lose their entire investment.
The Company Relies on Third-Party Developers for Development of the Company’s Technology
The company’s technology development is provided by third-party contractors. We currently utilize the services of one contractor. Should this contractor not fulfil its obligations to Sagoon we may be required to find another contractor to pick up where our current contractor left off. In the belief of management, it would not be difficult to find a new contractor for technology development, however, our short term financial results could be negatively affected if we are required to change technology developers without sufficient notice.
Our Ability to Measure New and Active Users is Limited
We utilize third-party analytics tools to distinguish new users, first time users logging on to a Sagoon application, (the “New User(s)”) and active users, how much time a user spends on a Sagoon application, (the “Active User(s)”). These analytics tools may return inaccurate or limited information in the following circumstances: (1) recording bot and spam traffic; (2) accurately recording time on site; (3) user of browsers blocking cookies; and (4) not customized for Sagoon, limiting our ability to again additional insights into user needs, preferences, and interests.
The Company’s Expenses Could Increase Without a Corresponding Increase in Revenues
The company’s operating and other expenses could increase without a corresponding increase in revenues, which could have a material adverse effect on the company’s financial results and on your investment. Factors which could increase operating and other expenses include, but are not limited to:
|•||increases in the rate of inflation;|
|•||increases in taxes and other statutory charges;|
|•||changes in laws, regulations or government policies which increase the costs of compliance with such laws, regulations or policies;|
|•||significant increases in insurance premiums;|
|•||increases in borrowing costs; and|
|•||unexpected increases in costs of supplies, goods, equipment or distribution.|
We could also be affected by an increase in the cost of labor, utilities, internet and computer related expenses, and other expenses. The company may not be able to increase its revenues to offset these increased costs without suffering reduced revenues and operating profit, and this could have an adverse effect on your investment.
We May Be Unable to Maintain and Enhance Product Image
It is important that the company maintains and enhances the image of its existing and new products. The image and reputation of the company’s products may be impacted for various reasons, many of which may be beyond the company’s control. Such concerns, even when unsubstantiated, could be harmful to the company’s image and the reputation of its products. The company may become subject to lawsuits from customers and demanding payments from the company. These claims may not be covered by whatever insurance policies the company has in place at the time. Any resulting litigation could be costly for the company, divert management attention, and could result in increased costs of doing business, or otherwise have a material adverse effect on the company’s business, results of operations, and financial condition. Any negative publicity generated as a result of customer complaints about the company’s products could damage the company’s reputation and diminish the value of the company’s brand, which could have a material adverse effect on the company’s business, results of operations, and financial condition, as well as your investment.
If We Are Unable To Protect Effectively Our Intellectual Property, We May Not Be Able To Operate Our Business, Which Would Impair Our Ability To Compete
With respect to intellectual property that the company owns or will own in the future, our success will depend on our ability to obtain and maintain meaningful intellectual property protection for any such intellectual property. The names and/or logos of company brands (whether owned by the company or licensed to us) may be challenged by holders of trademarks who file opposition notices, or otherwise contest, trademark applications by the company for its brands. Similarly, domains owned and used by the company may be challenged by others who contest the ability of the company to use the domain name or URL. Patents obtained by the company could be subject to challenge, and property that should be patented by the company but is not could lead to legal and financial issues that could have a material adverse effect on the company’s financial results as well as your investment.
We Could Suffer Computer, Website or Information System Breakdown
Computer, website and/or information system breakdowns as well as cyber security attacks could impair our ability to service our users, leading to reduced revenue from sales and/or reputational damage, which could have a material adverse effect on the company’s financial results as well as your investment.
Changes in the Economy Could Have a Detrimental Impact
Changes in the general economic climate could have a detrimental impact on consumer expenditure and therefore on the company’s revenue. It is possible that recessionary pressures and other economic factors (such as declining incomes, future potential rising interest rates, higher unemployment and tax increases) may decrease the disposable income that customers have available to spend and may adversely affect our users’ confidence and willingness to spend on gifting and shopping. Any of such events or occurrences could have a material adverse effect on the company’s financial results and on your investment.
We May Experience Regulatory and Legal Hurdles
The operation of an international online social media and e-commerce business could be subject to regulatory and legal hurdles. Any unanticipated delay or unexpected costs in obtaining or renewing any licenses, dealing with regulator issues or unanticipated hurdles which have to be overcome or expenses which have to be paid, could result in a material adverse effect on the company’s business plan and financial results and on your investment.
The Company’s Consolidated Financial Statements Include a Going Concern Opinion
The company’s consolidated financial statements were prepared on a “going concern” basis. Certain matters, as described below and in Note 2 to the accompanying financial statements indicate there may be substantial doubt about the company’s ability to continue as a going concern. The company has not generated profits since inception, has sustained net losses of $533,657 and $1,228,842 for the six months ended June 30, 2019 and 2018, respectively, and has an accumulated deficit of $9,062,515 as of June 30, 2019. The company lacks liquidity to satisfy obligations as they come due and current liabilities exceed current assets by $983,612 as of June 30, 2019.
Risks Relating to This Offering and to Ownership of the Shares
The Offering Price Has Been Arbitrarily Determined
The offering price of the shares has been arbitrarily established by the company based upon its present and anticipated financing needs and bears no relationship to the company’s present financial condition, assets, book value, projected earnings, or any other generally accepted valuation criteria. The offering price of the shares may not be indicative of the value of the shares or the company, now or in the future. One metric considered by management is the number of users of the company’s services, which has increased by approximately 400% between 2016 and 2019. Not all investors may place similar value on the growth in users and investors may not be able to find purchasers of their shares at the same price if they decide to sell their shares.
The Company May Undertake Additional Equity or Debt Financing That May Dilute the Shares Being Offered
The company may undertake further equity or debt financing utilizing other exemptions from the Securities Act of 1933, which may be dilutive to existing shareholders, including investors in this Offering, or result in an issuance of securities whose rights, preferences and privileges are senior to those of existing shareholders, including you, and also reducing the value of shares subscribed for under this Offering.
The Company May Not Raise the Maximum Amount Being Offered
There is no assurance that the company will sell enough shares to meet its capital needs. If you purchase shares in this Offering, you will do so without any assurance that the company will raise enough money to satisfy the full use of proceeds the company has outlined in this Offering Memorandum or to meet the company’s working capital needs.
The Company May Not Be Able To Obtain Additional Financing.
Even if the company is successful in selling the maximum number of shares in the Offering, the company may require additional funds to continue and grow its business. We may not be able to obtain additional financing as needed, on acceptable terms, or at all, which would force us to delay our plans for growth and implementation of our strategy, which could seriously harm our business, financial condition and results of operations. If the company needs additional funds, we may seek to obtain them primarily through additional equity or debt financings, including additional Regulation D offerings. Those additional financings could result in dilution to the company’s current shareholders, including investors in this Offering. A portion of our notes payable are currently in default and payable upon demand. This default may affect our ability to obtain additional financing.
Our Management Has Broad Discretion in the Application of Proceeds
The management of the company has broad discretion to adjust the application and allocation of the net proceeds of this Offering in order to address changed circumstances and opportunities. As a result, the success of the company will be substantially dependent upon the discretion and judgment of the management of the company with respect to the application and allocation of the net proceeds hereof. Investors who purchase the shares of Class C Common Stock will have limited voting rights on this and other company matters. Shares of Class C Common Stock have limited voting rights equal to one-tenth (1/10) of one vote per share
There Is No Assurance the Company Will Be Able To Pay Distributions To Shareholders
While the company may pay distributions at some point in the future to its shareholders when and if the company is profitable, there can be no assurance that cash flow and profits will allow such distributions to ever be made. To date, the company has not made any distributions to shareholders.
The Company’s Indebtedness Could Adversely Affect Its Business And Limit Its Ability To Plan For Or Respond To Changes In Its Business, And The Company May Be Unable To Generate Sufficient Cash Flow To Satisfy Significant Debt Service Obligations.
We may incur long-term debt and/or short-term debt in the future, and the future indebtedness could have important consequences, including the following:
|·||increasing the company’s vulnerability to general adverse economic and industry conditions;|
|·||reducing the availability of the company’s cash flow for other purposes;|
|·||limiting the company’s flexibility in planning for, or reacting to, changes in the company’s business and the industry in which it operates, which would place the company at a competitive disadvantage compared to its competitors that may have less debt;|
|·||limiting, by the financial and other restrictive covenants in the company’s debt agreements, the company’s ability to borrow additional funds; and|
|·||having a material adverse effect on the company’s business if it fails to comply with the covenants in its debt agreements, because such failure could result in an event of default that, if not cured or waived, could result in all or a substantial amount of the company’s indebtedness becoming immediately due and payable.|
The company’s ability to repay any future indebtedness will depend on the company’s ability to generate cash, whether through cash from operations or cash raised through the issuance of additional equity or debt-based securities. To a certain extent, the company’s ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond its control. If the company’s business does not generate sufficient cash flow from operations or if future financings are not available to it in amounts sufficient to enable the company to fund its liquidity needs, the company’s financial condition and operating results may be adversely affected. If the company cannot meet its scheduled principal and interest payments on any debt obligations in the future, the company may need to refinance all or a portion of its indebtedness on or before maturity, sell assets, delay capital expenditures, cease operations or seek additional equity.
There is No Market for the Company’s Shares of Class C Common Stock
The company has not registered, is not under any obligation to register, and does not presently intend to register the shares of Class C Common Stock with any regulatory authorities at any time in the future. The shares are illiquid and may not be easily resold or pledged. No market currently exists for the Class C Common Stock, and you should not expect such market will exist at any time in the future. You probably will not be able to liquidate this investment in the event of an emergency or for any other reason. The shares of Class C Common Stock should be considered a long-term investment.
Your Economic Interest In The Company May Be Less Than Your Ownership Interest
You will be acquiring a minority interest in the company, will have limited voting rights and will have little to no effective control over, or input into, the management or decisions of the company. Subscribers to this Offering may have an economic interest in the company that is less than the percentage of shares of Class C Common Stock they own compared to the overall shares of the company.
The subscription agreement has a forum selection provision that requires disputes be resolved in state or federal courts in the State of Delaware, regardless of convenience or cost to you, the investor.
In order to invest in this offering, investors agree to resolve disputes arising under the subscription agreement and not arising under the federal securities laws in state or federal courts located in the State of Delaware, for the purpose of any suit, action or other proceeding arising out of or based upon the agreement. You will not be deemed to have waived the company’s compliance with the federal securities laws and the rules and regulations thereunder. This forum selection provision may limit your ability to obtain a favorable judicial forum for disputes with us. Alternatively, if a court were to find the provision inapplicable to, or unenforceable in an action, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.