Form C

Cover Page

Name of issuer:
Savhera PBC
Legal status of issuer:
Form:
Corporation
Jurisdiction of incorporation/organization:
TX
Date of organization:
June 27, 2018
Physical address of issuer:
Headquarters729 Grapevine Hwy#452Hurst, TX 76054United States
Website of issuer:
https://savhera.com/
Name of intermediary through which the offering will be conducted:
Fundify Portal, LLC
CIK number of intermediary:
1788777
CRD number, if applicable, of intermediary:
306519
Amount of compensation to be paid to the intermediary, whether as a dollar amount or a percentage of the offering amount, or a good faith estimate if the exact amount is not available at the time of the filing, for conducting the offering, including the amount of referral and any other fees associated with the offering:
Issuer has entered into a Listing Agreement with Fundify Portal, LLC to pay a success fee consisting of a 7.5% (seven and one-half percent) based on the dollar amount of securities sold in the Offering. This fee is to be paid upon disbursement of funds from Issuer’s Fund America escrow account at the time of a closing, based on the Issuer achieving at least the target raise amount as specified in the Offering. The fee will be paid in cash and in securities of the Issuer under the same exact terms as those offered to the general public in the Offering. The percentage of the split between cash and securities is typically 6.0% in cash and 1.5% in securities, subject to negotiation and as specified in the Listing Agreement.
Any other direct or indirect interest in the issuer held by the intermediary, or any arrangement for the intermediary to acquire such an interest:
Not applicable
Type of security offered:
Other
If Other, describe the security offered:
SAFE
Target number of securities to be offered:
25,000
Price:
$1
Target offering amount:
$25,000
Oversubscriptions accepted:
Yes
If yes, disclose how oversubscriptions will be allocated:

First-come, first-served basis

Maximum offering amount (if different from target offering amount):
$250,000
Deadline to reach the target offering amount:
October 01, 2021 at 00:00:00 UTC
Current number of employees:
13
Company financials:
Most recent fiscal yearPrior fiscal year
Total Assets
Most recent fiscal year
$66,257
Prior fiscal year
$57,585
Cash & Cash Equivalents
Most recent fiscal year
$24,561
Prior fiscal year
$15,170
Accounts Receivable
Most recent fiscal year
--
Prior fiscal year
--
Short-term Debt
Most recent fiscal year
$146,684
Prior fiscal year
$116,244
Long-term Debt
Most recent fiscal year
$39,317
Prior fiscal year
$39,317
Revenues/Sales
Most recent fiscal year
$18,453
Prior fiscal year
$306,658
Cost of Goods Sold
Most recent fiscal year
$3,058
Prior fiscal year
$268,590
Taxes Paid
Most recent fiscal year
--
Prior fiscal year
--
Net Income
Most recent fiscal year
$(10,651)
Prior fiscal year
$(130,304)
Select the jurisdictions in which the issuer intends to offer the securities:

Offering Statement

Respond to each question in each paragraph of this part. Set forth each question and any notes, but not any instructions thereto, in their entirety. If disclosure in response to any question is responsive to one or more other questions, it is not necessary to repeat the disclosure. If a question or series of questions is inapplicable or the response is available elsewhere in the Form, either state that it is inapplicable, include a cross-reference to the responsive disclosure, or omit the question or series of questions.

Be very careful and precise in answering all questions. Give full and complete answers so that they are not misleading under the circumstances involved. Do not discuss any future performance or other anticipated event unless you have a reasonable basis to believe that it will actually occur within the foreseeable future. If any answer requiring significant information is materially inaccurate, incomplete or misleading, the Company, its management and principal shareholders may be liable to investors based on that information.

The company

1. Name of issuer:
Savhera PBC

Company eligibility

2. Check this box to certify that all of the following statements are true for the issuer.:
check_boxYes
  • Organized under, and subject to, the laws of a State or territory of the United States or the District of Columbia.
  • Not subject to the requirement to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.
  • Not an investment company registered or required to be registered under the Investment Company Act of 1940.
  • Not ineligible to rely on this exemption under Section 4(a)(6) of the Securities Act as a result of a disqualification specified in Rule 503(a) of Regulation Crowdfunding.
  • Has filed with the Commission and provided to investors, to the extent required, the ongoing annual reports required by Regulation Crowdfunding during the two years immediately preceding the filing of this offering statement (or for such shorter period that the issuer was required to file such reports).
  • Not a development stage company that (a) has no specific business plan or (b) has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies.
Instructions:
If any of these statements are not true, then you are NOT eligible to rely on this exemption under Section 4(a)(6) of the Securities Act.
3. Has the issuer or any of its predecessors previously failed to comply with the ongoing reporting requirements of Rule 202 of Regulation Crowdfunding?:
No

Directors of the company

4. Provide the following information about each director (and any persons occupying a similar status or performing a similar function) of the issuer.:
Director NameVanessa Bouche
Principal OccupationCEO
Year Joined as DirectorJune 27, 2018
StatusFull Time

Previous positions

PositionResponsibilitiesStart dateEnd date
Position
CEO
Responsibilities
Oversee all strategy and operations
Start date
June 27, 2018
End date
 

Business experience

EmployerPositionResponsibilitiesEmployer's Principal BusinessStart dateEnd date
Employer
Texas Christian University
Position
Associate Professor
Responsibilities
Teaching and research
Employer's Principal Business
Education
Start date
September 1, 2012
End date
April 1, 2021
Director NameCarly Byrd
Principal OccupationTax Consultant
Year Joined as DirectorMarch 1, 2020
StatusAdvisory

Previous positions

PositionResponsibilitiesStart dateEnd date
Position
Board member
Responsibilities
Oversees ethical and legal governance and financial management policies.
Start date
March 1, 2020
End date
 

Business experience

EmployerPositionResponsibilitiesEmployer's Principal BusinessStart dateEnd date
Employer
Deutsche Bank Americas
Position
Tax Consultant
Responsibilities
Advise on US tax regulations and compliance, tax strategy and target operating model
Employer's Principal Business
Banking
Start date
September 1, 2020
End date
 
Employer
Deutsche Bank Americas
Position
Tax Director
Responsibilities
Advise on US tax regulations and compliance, tax strategy and target operating model
Employer's Principal Business
Banking
Start date
November 1, 2011
End date
September 1, 2020
Director NameDawn H. Bertsche
Principal OccupationRetired CFO
Year Joined as DirectorMarch 1, 2020
StatusAdvisory

Previous positions

PositionResponsibilitiesStart dateEnd date
Position
Board member
Responsibilities
Oversees ethical and legal governance and financial management policies.
Start date
March 1, 2020
End date
 

Business experience

EmployerPositionResponsibilitiesEmployer's Principal BusinessStart dateEnd date
Employer
Multi-Color Corporation
Position
Retired CFO
Responsibilities
Manage all financial actions
Employer's Principal Business
B2B manufacturing
Start date
January 1, 1999
End date
December 31, 2010
Director NameNoel Bouche
Principal OccupationExecutive
Year Joined as DirectorAugust 1, 2018
StatusAdvisory

Previous positions

PositionResponsibilitiesStart dateEnd date
Position
Board member
Responsibilities
Oversees ethical and legal governance and financial management policies.
Start date
June 1, 2018
End date
 

Business experience

EmployerPositionResponsibilitiesEmployer's Principal BusinessStart dateEnd date
Employer
Canyon Pathways
Position
Founder & Executive Director
Responsibilities
Oversee all strategy and operations
Employer's Principal Business
Non-profit
Start date
March 1, 2021
End date
 
Employer
PureHope
Position
Executive Director
Responsibilities
Oversee all strategy and operations
Employer's Principal Business
Non-Profit
Start date
May 1, 2008
End date
May 1, 2018

Officers of the company

5. Provide the following information about each officer (and any persons occupying a similar status or performing a similar function) of the issuer.:
Officer NameVanessa Bouche
TitleCo-Founder & CEO
Date JoinedJune 27, 2018
StatusFull Time

Previous positions

PositionResponsibilitiesStart dateEnd date
Position
CEO
Responsibilities
Oversee all strategy and operations
Start date
June 27, 2018
End date
 

Business experience

EmployerPositionResponsibilitiesEmployer's Principal BusinessStart dateEnd date
Employer
Texas Christian University
Position
Associate Professor
Responsibilities
Teaching and research
Employer's Principal Business
Education
Start date
September 1, 2012
End date
April 1, 2021
Instructions:

For purposes of this question, the term officer means a president, vice president, secretary, treasurer or principal financial officer, comptroller or principal accounting officer, and any person that routinely performing similar functions.

Principal security holders

6. Provide the name and ownership level of each person, as of the most recent practicable date, who is the beneficial owner of 20 percent or more of the issuer’s outstanding voting equity securities, calculated on the basis of voting power.:
NameNo. and Class of Securities now Held% of Voting Power Prior to Offering
Name
Vanessa Bouche
No. and Class of Securities now Held
900,000 shares of B
% of Voting Power Prior to Offering
91%
Instructions:

he above information must be provided as of a date that is no more than 120 days prior to the date of filing of this offering statement.

To calculate total voting power, include all securities for which the person directly or indirectly has or shares the voting power, which includes the power to vote or to direct the voting of such securities. If the person has the right to acquire voting power of such securities within 60 days, including through the exercise of any option, warrant or right, the conversion of a security, or other arrangement, or if securities are held by a member of the family, through corporations or partnerships, or otherwise in a manner that would allow a person to direct or control the voting of the securities (or share in such direction or control — as, for example, a co-trustee) they should be included as being “beneficially owned.” You should include an explanation of these circumstances in a footnote to the “Number of and Class of Securities Now Held.” To calculate outstanding voting equity securities, assume all outstanding options are exercised and all outstanding convertible securities converted.

Business and anticipated business plan

7. Describe in detail the business of the issuer and the anticipated business plan of the issuer.:

Savhera’s full suite of organic aromatherapy products offer a range of aromatic benefits and diffusing options. Our pure essential oil blends are a fool-proof way to target specific issues, whether it’s sleep, headaches, or fatigue, and our line of diffusers provide creative ways to inhale the aromas. Whether it’s an electric mister, an oil burner, or even jewelry made of natural diffusing materials, we offer all the accessories you need to benefit from aromatherapy in your home, office, car, or even on your person.

At Savhera, we know that not all essential oils are created equal. In fact, the majority of essential oils in the market are laced with synthetic ingredients that jeopardize the quality and health benefits of the essential oils for both people and the planet. That’s why we provide our customers with a quality guarantee that we call our P.E.T.A.L.S. Promise.   From planting the seeds in organic soil to sending the package in recycled packaging, we take quality and sustainability seriously.

The “T” in our PETALS Promise stands for “testing.” Every batch of oil is third-party tested to ensure it is 100% pure and contains no pollutants, adulterants, contaminants, or diluents. Our test results are available on our website for every batch of oil so that our customers can purchase with confidence.

Savhera currently has three primary revenue streams:  e-commerce, retail partnerships, and markets. Savhera's products are available on our own e-commerce platform, as well as several third-party e-commerce platforms, including Amazon, DoneGood, and BuyGoodFeelGood.  Our focus on building strong retail partnerships has allowed us to hold shelf-space in 24 retail stores in 12 different states, and increasing every day.  We also sell our products at strategic in-person markets and pop-up shops that attract significant foot-traffic and help raise brand awareness among our target demographic.

Savhera's success had been largely organic, with sales driven primarily from email marketing, press coverage, and social media engagement. Other marketing efforts include digital advertising, affiliate marketing, and strategic partnerships.  We know that education is of utmost importance for products like ours. This is why we will continue to produce excellent educational content like our Essential Oils 101 booklet and our DIY instructional videos.  These provide bite-sized educational content not only for our D2C customers, but also for our retail partners nationwide.

Risk factors

A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can afford to lose your entire investment.

In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document.

The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature.

These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.

8. Discuss the material factors that make an investment in the issuer speculative or risky:

Risk factor 1:    Price fluctuations.  Our core product ingredient, organic essential oils, are impacted by natural factors such as rainfall, soil erosion, drought, sun exposure, etc., that are out of our control. This could lead to fluctuations in pricing for these raw materials.  Additionally, depending on the political climate and administration, increased tariffs on imports from certain countries could also impact pricing.

Risk factor 2:  Product production. There are several risks associated with the production of Savhera's products. 

1) Supply chain vulnerabilities.  Our essential oils are sourced globally from many small farmers around the world. Supply chains can be disrupted by any number of factors, including natural disasters or global pandemics like COVID-19.  This impacts the availability of raw materials for our products. 

2) Production process.  There are constant improvements that can be made in the production process to increase efficiency, consistency, and quality.  Each process improvement requires ongoing training which takes time and resources. 

3) Production facilities.  As we grow in the range and scale of products produced, we will grow out of our current production facilities.  We will need to move to alternate production locations, which requires time and resources.

4) Production quality. As we hire new production employees who are low-skilled workers with no formal job experience or skills, it will take an extended period of time for them to gain the skills needed to produce at a rate that is both excellent in quality and efficient.  Quality control across every production activity may be a challenge.

Risk factor 3:  Competition.  The aromatherapy and natural wellness market is crowded and Savhera faces the possibility of not being able to break in and set itself apart in this highly competitive landscape.

Risk factor 4:  Global management strategy.  Savhera's management team spans two countries with a 11.5 hour time difference.  Maintaining clear and ongoing communication to implement strategic objectives can be challenging.

Risk factor 5:  Unskilled labor.  Savhera is committed to providing sustainable, living-wage employment to underserved women who have experienced the trauma of sex trafficking.  Many of our employees, therefore, come to Savhera with little professional experience, education, job training, or formal skills.  Savhera invests a significant amount of time and resources training its employees to succeed.

Risk factor 6:  Financing.  Savhera may need to procure financing to implement business plans, expand manufacturing capabilities, acquire certain technologies and services, and repay debts. However, it is possible that Savhera could face limitations on its ability to raise funds.    

Risk factor 7.  Product sales.  In the absence of the ability to differentiate our brand, penetrating larger retail chains and other wholesale partners may be a challenge, especially in the aftermath of COVID-19 when many retailers are just recovering from the economic recession.  

Risk factor 8.  Legal and accounting matters. There are a variety of complex international legal and accounting matters due to Savhera Wellness Pvt. Ltd. being a wholly-owned subsidiary of Savhera PBC.  In the absence of retaining an international legal and accounting expert in Indo-American business relations, the complexity of these matters could pose legal and accounting risks for Savhera.

Risk factor 9:  Securing human resources.  Savhera may face challenges recruiting a highly experienced management team in the absence of major salary and benefits compensation packages.

Risk factor 10:  Limited operating history.  Savhera has been operational for only one and a half years and therefore has limited historical financials and track record.  It is possible that revenue

Risk factor 11:  Reliance on small management team.  Savhera has a very small management team across two countries responsible for all aspects of strategy, operations, and management.  The small team may be stretched to capacity in the absence of other leadership to bolster and support these efforts.

Risk factor 12:  Outstanding debts.  COVID-19 delayed our ability to raise Seed B capital which put us in a position of seeking debt capital to get through the global pandemic and economic recession.  

Risk factor 13:  SAFE terms.  The current offering opportunity is in the form of a SAFE.  Due to the terms of the SAFE, this opportunity may never result in the issuance of shares if a future financing event does not occur.

 

 

 

Instructions:

Avoid generalized statements and include only those factors that are unique to the issuer. Discussion should be tailored to the issuer’s business and the offering and should not repeat the factors addressed in the legends set forth above. No specific number of risk factors is required to be identified. Add additional lines and number as appropriate.

The Offering

Use of funds

9. What is the purpose of this offering?:

The investment capital will be used for three primary purposes:

1.  30% Operations

2.  30% Product development

3.  40% Marketing & advertising

10. How does the issuer intend to use the proceeds of this offering?:

The proceeds of this offering will be allocated for general operating expenses, product development, and marketing & advertising.  The specific uses within these categories are as follows:

Operations (30%):  rent, equipment, inventory, payroll, insurance, step costs, etc.

Product development (30%):  costs associated with research and development of new product lines

Marketing & advertising (40%):  SEO, digital advertising, podcast ad spends, website development, photography, sales catalogs, social media, PR, influencer & affiliate marketing, 

Instructions:
An issuer must provide a reasonably detailed description of any intended use of proceeds, such that investors are provided with an adequate amount of information to understand how the offering proceeds will be used. If an issuer has identified a range of possible uses, the issuer should identify and describe each probable use and the factors the issuer may consider in allocating proceeds among the potential uses. If the issuer will accept proceeds in excess of the target offering amount, the issuer must describe the purpose, method for allocating oversubscriptions, and intended use of the excess proceeds with similar specificity. Please include all potential uses of the proceeds of the offering, including any that may apply only in the case of oversubcriptions. If you do not do so, you may later be required to amend your Form C. Fundify is not responsible for any failure by you to describe a potential use of offering proceeds.

Delivery & Cancellations

11. How will the issuer complete the transaction and deliver securities to the investors?:

Savhera PBC will issue to investors the right to certain shares of the company's capital stock via a SAFE. See https://www.ycombinator.com/documents  or https://www.sec.gov/oiea/investor-alerts-and-bulletins/ib_safes for more information and description of risks on this type of agreement.

12. How can an investor cancel an investment commitment?:

NOTE: Investors may cancel an investment commitment until 48 hours prior to the deadline identified in these offering materials.

The intermediary will notify investors when the target offering amount has been met. If the issuer reaches the target offering amount prior to the deadline identified in the offering materials, it may close the offering early if it provides notice about the new offering deadline at least five business days prior to such new offering deadline (absent a material change that would require an extension of the offering and reconfirmation of the investment commitment).

If an investor does not cancel an investment commitment before the 48-hour period prior to the offering deadline, the funds will be released to the issuer upon closing of the offering and the investor will receive securities in exchange for his or her investment.

If an investor does not reconfirm his or her investment commitment after a material change is made to the offering, the investor’s investment commitment will be cancelled and the committed funds will be returned.

An Investor’s right to cancel. An Investor may cancel his or her investment commitment at any time until 48 hours prior to the offering deadline.

If there is a material change to the terms of the offering or the information provided to the Investor about the offering and/or the Company, the Investor will be provided notice of the change and must re-confirm his or her investment commitment within five business days of receipt of the notice. If the Investor does not reconfirm, he or she will receive notifications disclosing that the commitment was cancelled, the reason for the cancellation, and the refund amount that the investor is required to receive. If a material change occurs within five business days of the maximum number of days the offering is to remain open, the offering will be extended to allow for a period of five business days for the investor to reconfirm.

If the Investor cancels his or her investment commitment during the period when cancellation is permissible, or does not reconfirm a commitment in the case of a material change to the investment, or the offering does not close, all of the Investor’s funds will be returned within five business days.

Within five business days of cancellation of an offering by the Company, the Company will give each investor notification of the cancellation, disclose the reason for the cancellation, identify the refund amount the Investor will receive, and refund the Investor’s funds.

The Company’s right to cancel. The Investment Agreement you will execute with us provides the Company the right to cancel for any reason before the offering deadline.

If the sum of the investment commitments from all investors does not equal or exceed the target offering amount at the time of the offering deadline, no securities will be sold in the offering, investment commitments will be cancelled and committed funds will be returned.

Ownership and Capital Structure

The offering

13. Describe the terms of the securities being offered:

This investment will be via a SAFE and associated Proxy. Both are available as Form C Exhibits available for download. We recommend that you have an attorney review for your benefit and at your expense.

Savhera PBC, a Texas Corporation (the “Company”), hereby issues to the Investor the right to certain shares of the Company’s Capital Stock (defined below), subject to the terms set forth in the Agreements and excerpted in summary below. All other definitions, terms and conditions are defined in the SmartSAFE™ and associated voting rights Proxy agreement documents that accompany this Form C filing.

 The Target Number of securities to be offered is 8,333

 The Maximum Number of securities to be offered is 83,333

 The Price per security offered is $3.00

 The “Discount” is 20%

The “Valuation Cap” is $10,000,000

Key definitions excerpted from the SmartSAFE include:

Capital Stock
 means the capital stock of the Company, including, without limitation, the “Common Stock” and the “Preferred Stock”.

Conversion Price means either: (1) in the event that the per share price of the Standard Preferred Stock is computed on the basis of a pre-money valuation of equal to or greater than the Valuation Cap (without taking into account conversion of this SmartSAFE, any other outstanding SmartSAFEs, SAFEs, promissory notes and the like), the SmartSAFE Price, or (2) in the event that the per share price of the Standard Preferred Stock is computed on the basis of a premoney valuation of less than the Valuation Cap (without taking into account conversion of this SmartSAFE, any other outstanding SmartSAFEs SAFE, promissory notes and the like), the Discount Price.

Equity Financing means a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells Preferred Stock at a fixed pre-money valuation. 

First Equity Financing Price shall mean (x) if the pre-money valuation of the Company immediately prior to the First Equity Financing is less than or equal to the Valuation Cap, the lowest price per share of the Preferred Stock sold in the First Equity Financing or (y) if the pre-money valuation of the Company immediately prior to the First Equity Financing is greater than the Valuation Cap, the SmartSAFE Price.

SmartSAFE Preferred Stock means the shares of a series of Preferred Stock issued to the Investor in an Equity Financing, having the identical rights, privileges, preferences and restrictions as the shares of Standard Preferred Stock, other than with respect to:
(i) the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection, which will equal the Conversion Price;
(ii) the basis for any dividend rights, if any, which will be based on the Conversion Price;
(iii) voting rights, pursuant to which the SmartSAFE Preferred Stock shall be non-voting Preferred Stock to the maximum extent permitted under applicable law;
(iv) the Information Waiver;
(v) the proxy granted pursuant to the Proxy Agreement; and
(vi) the Preferred Stock (and securities issuable upon conversion thereof) shall be subject to a right of first refusal in favor of the Company or its designee, as may be set forth in the Bylaws of the Company.

Please refer to the complete SmartSAFE and associated Proxy Agreement documents for complete terms and conditions for this investment.

14. Do the securities offered have voting rights?:
No
15. Are there any limitations on any voting or other rights identified above?:
No
16. How may the terms of the securities being offered be modified?:

Any provision of this SmartSAFE may be amended, waived or modified (either generally or in a particular instance and either retroactively or prospectively) only upon the written consent of, or a written instrument signed by, the Company and the Investor, provided, however, that this SmartSAFE may be amended, together with all other SmartSAFEs, by agreement of the Company and holders of SmartSAFEs representing at least a majority in interest, based upon aggregate purchase amounts under all of the then issued and outstanding SmartSAFEs, so long as such amendment and/or waivers (i) are applicable to all SmartSAFEs; (ii) do not modify this provision; and (iii) do not reduce the Purchase Amount of this SmartSAFE or reduce the Discount Rate or Valuation Cap. The Company may amend any terms of the SmartSAFEs provided such amendments do not have a material or adverse effect on the holders of the SmartSAFE.

Restrictions on Transfer of the Securities Being Offered

The securities being offered may not be transferred by any purchaser of such securities during the one year period beginning when the securities were issued, unless such securities are transferred:

  1. to the issuer;
  2. to an accredited investor;
  3. as part of an offering registered with the U.S. Securities and Exchange Commission; or
  4. to a member of the family of the purchaser or the equivalent, to a trust controlled by the purchaser, to a trust created for the benefit of a member of the family of the purchaser or the equivalent, or in connection with the death or divorce of the purchaser or other similar circumstance.

The term “accredited investor” means any person who comes within any of the categories set forth in Rule 501(a) of Regulation D, or who the seller reasonably believes comes within any of such categories, at the time of the sale of the securities to that person.

The term “member of the family of the purchaser or the equivalent” includes a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the purchaser, and includes adoptive relationships. The term “spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse.

Description of Issuer's Securities

17. What other securities or classes of securities of the issuer are outstanding? Describe the material terms of any other outstanding securities or classes of securities of the issuer.:

The company currently has 1,000,000 outstanding shares.  Founders own 900,000 Class B shares at $0.01 par value.  There are an additional 100,000 Class A shares purchased at $2.00/share.  

18. How may the rights of the securities being offered be materially limited, diluted or qualified by the rights of any other class of security identified above?:

The rights of the securities being offered may not be materially limited, diluted or qualified by the current rights of the common stock.

19. Are there any differences not reflected above between the securities being offered and each other class of security of the issuer?:

The SAFEs offered here are not current equity, whereas the existing classes of the company's outstanding securities are equity and have voting rights.

20. How could the exercise of rights held by the principal shareholders identified in Question 6 above affect the purchasers of the securities being offered?:

The principal security holders may take actions with which the SAFE holders may disagree.

21. How are the securities being offered being valued? Include examples of methods for how such securities may be valued by the issuer in the future, including during subsequent corporate actions.:

The securities will not be a valued until a qualified funding event per the SmartSAFE agreement. Investments terms and conditions are detailed in the SmartSAFE document.  

The valuation cap is based on the intellectual property composed of product concept, market research and product definition. The company value also includes the market knowledge and operating experience of the team.

22. What are the risks to purchasers of the securities relating to minority ownership in the issuer?:

Purchasing the securities involve certain risks of minority ownership in the company. As a minority shareholder, their votes may have no impact on votes concerning issues including but not limited to the future directions of the company, dilution of the shares, changing in voting rights, valuations of the shares, or the creation of new shares with additional voting rights or minimum valuation rights. 

23. What are the risks to purchasers associated with corporate actions, including additional issuances of securities, issuer repurchases of securities, a sale of the issuer or of assets of the issuer or transactions with related parties?:

Risk to purchasers, as minority shareholders, are the inability to impact the strategic direction of the company, operational decisions of the company and valuations or dilution of the shares.

24. Describe the material terms of any indebtedness of the issuer:

Lender

Original Amount

Current Amount Owed

Rate

Maturity Date

Paypal

$42,500

$39,980

14%

Feb. 11, 2022

Founders

$33,800

$32,300

AFR

Feb. 11, 2022

Kabbage

$30,000

$2,950

18%

May 21, 2021

Visa CC 1

N/A

$47,175

15.99%

Revolving

Visa CC 2

N/A

$16,144

0%

(through 5/2021)

Revolving

Visa CC 3

N/A

$4,625

0%

(through 11/2021)

Revolving

SBA PPP Rd 1+2

$22,717

$22,717

Forgivable

In deferral period

SBA EIDL

$16,600

$16,600

3.75%

2050 (in deferral period)

TOTAL

 

$182,491

 

 

 

Instructions:
Name the creditor, amount owed, interest rate, maturity date, and any other material terms.
25. What other exempt offerings has the issuer conducted within the past three years?:
The issuer conducted a seed round equity offering in 2018-2019 that raised $200,000.
26. Was or is the issuer or any entities controlled by or under common control with the issuer a party to any transaction since the beginning of the issuer’s last fiscal year, or any currently proposed transaction, where the amount involved exceeds five percent of the aggregate amount of capital raised by the issuer in reliance on Section 4(a)(6) of the Securities Act during the preceding 12- month period, including the amount the issuer seeks to raise in the current offering, in which any of the following persons had or is to have a direct or indirect material interest:
  1. any director or officer of the issuer;
  2. any person who is, as of the most recent practicable date, the beneficial owner of 20 percent or more of the issuer’s outstanding voting equity securities, calculated on the basis of voting power;
  3. if the issuer was incorporated or organized within the past three years, any promoter of the issuer;
  4. or (4) any immediate family member of any of the foregoing persons.
No
Instructions:

The term transaction includes, but is not limited to, any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships.

Beneficial ownership for purposes of paragraph (2) shall be determined as of a date that is no more than 120 days prior to the date of filing of this offering statement and using the same calculation described in Question 6 of this Question and Answer format.

The term “member of the family” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the person, and includes adoptive relationships. The term “spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse.

Compute the amount of a related party’s interest in any transaction without regard to the amount of the profit or loss involved in the transaction. Where it is not practicable to state the approximate amount of the interest, disclose the approximate amount involved in the transaction.

Financial Condition of the issuer

27. Does the issuer have an operating history?:
Yes
28. Describe the financial condition of the issuer, including, to the extent material, liquidity, capital resources and historical results of operations:

Forward-Looking Statements

This Form C and any documents incorporated by reference herein contain certain forward-looking statements and are subject to risks and uncertainties.

All statements other than statements of historical fact or relating to present facts or current conditions included in this Form C are forward-looking statements. Forward-looking statements give our current reasonable expectations and projections regarding our financial condition, results of operations, plans, objectives, future performance and business.

You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

As you read and consider this Form C, you should understand that these forward-looking statements are not guarantees of performance or results. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual operating and financial performance and cause our performance to differ materially from the performance anticipated in the forward-looking statements.

Should one or more of these risks or uncertainties materialize or should any of these assumptions prove incorrect or change, our actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements.

Any forward-looking statements made in this Form C or any documents incorporated by reference herein is accurate only as of the date of those respective documents. Except as required by law, we undertake no obligation to publicly update any forward-looking statements for any reason after the date of this Form C or to conform these statements to actual results or to changes in our expectations.

Overview

Savhera was incorporated in June of 2018, and commenced our first seed round, which ultimately provided $200,000 in startup capital. In the fall of 2018 we hired our first employees, including five trafficking survivors in our Delhi, India unit. We worked rapidly to test our business model, including assessing our marketing and manufacturing capabilities and vetting suppliers to develop and refine our product offering and supply chain.

By September of 2019 we had pivoted our business model to focus on manufacturing unique, sustainable packaging and diffusing jewelry in our Delhi unit while collaborating with a U.S.-based co-manufacturer to source, bottle, label, and formulate our USDA certified organic essential oil products. We also had identified our website design team, and at the end of September 2019, launched our e-commerce site and began selling direct to consumers.

Five months later, the initial effects of the COVID-19 pandemic began to affect our operations, specifically our access to raw materials in our supply chain, as well as a severe nationwide lockdown policy impacting our Delhi-based employees and operations.

Despite the disruptions and uncertainty caused by the pandemic, we were able to continue to grow our e-commerce sales and launch local farmers market sales operations, as well as meet several large wholesale orders that involved new product development, new suppliers in Asia, and secured a line of credit specifically to finance the inventory investment to deliver 145,000 units to three separate wholesale subscription box customers. That line of credit was repaid in full in November 2020.

Additionally, over the past eighteen months, we have been able to advance our social mission by hiring two additional survivors in our Delhi unit and two survivors in the U.S. Those hires were made in collaboration with our partner nonprofits/NGOs who help us identify women who are ready to begin employment for our specific hiring need at the time (e.g., manufacturing, sales, fulfillment, etc.).

Once employed, they not only received job training, but also continued their personal development through our proprietary P.I.E.S. Human Flourishing model. This program focuses on their physical, intellectual, economic, and spiritual growth and healing from the severe trauma they had endured.

This has presented another potential revenue stream, as several other entities have expressed interest in licensing this intellectual property from us to employ the P.I.E.S. Model within their employee base or constituencies.

Along with launching new roll-on essential oil products, new oil diffusers, and newly designed and produced diffusing jewelry, we also collaborated with our certified aromatherapist to formulate two new essential oil blends, which we then worked with our U.S.-based co-manufacturer to manufacture and get to market at the end of 2020. This product design and launch also advanced our social mission, as our aromatherapist is herself a trafficking survivor.

Results of Operations

The following represents our performance highlights for the period ended December 31, 2020 as compared to the period ended December 31, 2019.

 

2020

(unaudited)

2019

(unaudited)

Change

($)

Change

(%)

Revenues

$327,326

$29,771

$297,555

999%

Operating Expenses

 

 

 

 

Cost of Revenues

$276,415

$41,670

$234,745

563%

Website/Sales/Marketing

$16,722

$15,998

$724

5%

General/Administrative

$59,792

$48,193

$11,599

24%

Payroll/Benefits/Human Development

$104,701

$105,812

($1,111)

(1%)

Total Operating Expenses

$457,630

$211,673

$245,957

116%

Revenues for the period December 31, 2020 increased 999% compared to the same period in 2019. This increase was due to our first full year of sales operations (2019 revenues were virtually all in Q4 after the launch of our e-commerce site). Additionally, the increase was largely driven by successful wholesale efforts with three subscription box customers, accounting for over $200,000 of revenue.

The sales to the subscription box customer also explains the relatively high cost of revenues in 2020. Those customers required compressed prices that significantly reduced our margins.

Website/sales/marketing was largely unchanged, though we viewed our high cost of revenues percentage for the subscription box sales to be in part a marketing spend, as our products were introduced to 83,000 customers across the country through those boxes.

“Human development” is included in payroll/benefits because a significant portion of our payroll constitutes investments in our employees through training and development through our P.I.E.S. Model. The number is not significantly changed between 2020 and 2019 even though we hired additional employees because in 2020 we were able to begin to categorize certain payroll expenses in India to costs of revenue as that unit began successfully manufacturing packaging and jewelry products.

The founders have not taken any salary or received any other compensation to date.

The increase in “general/administrative” expenses was do in part to new investments in a U.S. commercial lease for office and inventory space.

Liquidity and Capital Resources

Operating and Capital Expenditure Requirements

As of March 31, 2021, we had cash on hand of $20,062. We project that our existing capital resources will be sufficient to meet our operating requirements for at least the next two months.

We may need to raise additional funds to invest in growth opportunities, product development, sales and marketing, and other purposes. Our future capital requirements will depend on many factors, including our growth rate; the level of investments we make in product development, sales and marketing activities, and other investments to support the growth of our business, and may increase materially from those currently planned.

We may seek to raise additional funds through equity financing. Any additional equity financing likely would be dilutive to existing stockholders. At this time, we have no commitments to obtain any additional funds, and there can be no assurance that such funds will be available on acceptable terms or at all.

COVID-19 Pandemic

On March 11, 2020, the World Health Organization, or WHO, officially characterized the outbreak of COVID-19 as a pandemic, hereafter referred to as the Pandemic.

The impact on the business, to-date, has been significant. It affected sales, as the consumers reduced spending during the recession and markets closed, including the Dallas Farmers Market where Savhera had just been accepted as a vendor in the spring of 2020, delaying and diminishing our sales revenue at that venue. It significantly affected our employees, particularly in India, where strict nationwide lockdowns prevented our employees from being in the office for months. This severely slowed our product development and manufacturing.

The full extent of the impact of the COVID-19 pandemic on our business, operations and financial results will depend on a number of factors that we do not control and may not be able to accurately predict. We will continue to assess the situation as it progresses and take any action required by federal, state, or local authorities, or that we determine is in the best interests of our employees, customers, and shareholders.

Instructions:

The discussion must cover each year for which financial statements are provided. For issuers with no prior operating history, the discussion should focus on financial milestones and operational, liquidity and other challenges. For issuers with an operating history, the discussion should focus on whether historical results and cash flows are representative of what investors should expect in the future. Take into account the proceeds of the offering and any other known or pending sources of capital. Discuss how the proceeds from the offering will affect liquidity, whether receiving these funds and any other additional funds is necessary to the viability of the business, and how quickly the issuer anticipates using its available cash. Describe the other available sources of capital to the business, such as lines of credit or required contributions by shareholders. References to the issuer in this Question 28 and these instructions refer to the issuer and its predecessors, if any.

Financial Information

29. Include financial statements covering the two most recently completed fiscal years or the period(s) since inception, if shorter:

Please reference the attached appendix document "Financial Attestation"

Stakeholder Eligibility

30. With respect to the issuer, any predecessor of the issuer, any affiliated issuer, any director, officer, general partner or managing member of the issuer, any beneficial owner of 20 percent or more of the issuer’s outstanding voting equity securities, any promoter connected with the issuer in any capacity at the time of such sale, any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of securities, or any general partner, director, officer or managing member of any such solicitor, prior to May 16, 2016:
Has any such person been convicted, within 10 years (or five years, in the case of issuers, their predecessors and affiliated issuers) before the filing of this offering statement, of any felony or misdemeanor:
in connection with the purchase or sale of any security?:
No
involving the making of any false filing with the Commission?:
No
arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, funding portal or paid solicitor of purchasers of securities?:
No
Is any such person subject to any order, judgment or decree of any court of competent jurisdiction, entered within five years before the filing of the information required by Section 4A(b) of the Securities Act that, at the time of filing of this offering statement, restrains or enjoins such person from engaging or continuing to engage in any conduct or practice:
in connection with the purchase or sale of any security?:
No
involving the making of any false filing with the Commission?:
No
arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, funding portal or paid solicitor of purchasers of securities?:
No
Is any such person subject to a final order of a state securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines banks, savings associations or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures Trading Commission; or the National Credit Union Administration that:
at the time of the filing of this offering statement bars the person from:
association with an entity regulated by such commission, authority, agency or officer?:
No
engaging in the business of securities, insurance or banking?:
No
engaging in savings association or credit union activities?:
No
constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct and for which the order was entered within the 10-year period ending on the date of the filing of this offering statement?:
No
Is any such person subject to an order of the Commission entered pursuant to Section 15(b) or 15B(c) of the Exchange Act or Section 203(e) or (f) of the Investment Advisers Act of 1940 that, at the time of the filing of this offering statement::
suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer, investment adviser or funding portal?:
No
places limitations on the activities, functions or operations of such person?:
No
bars such person from being associated with any entity or from participating in the offering of any penny stock?:
No
Is any such person subject to any order of the Commission entered within five years before the filing of this offering statement that, at the time of the filing of this offering statement, orders the person to cease and desist from committing or causing a violation or future violation of:
any scienter-based anti-fraud provision of the federal securities laws, including without limitation Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act, Section 15(c)(1) of the Exchange Act and Section 206(1) of the Investment Advisers Act of 1940 or any other rule or regulation thereunder?:
No
Section 5 of the Securities Act?:
No
Is any such person suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade?:
No
Has any such person filed (as a registrant or issuer), or was any such person or was any such person named as an underwriter in, any registration statement or Regulation A offering statement filed with the Commission that, within five years before the filing of this offering statement, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is any such person, at the time of such filing, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued?:
No
Is any such person subject to a United States Postal Service false representation order entered within five years before the filing of the information required by Section 4A(b) of the Securities Act, or is any such person, at the time of filing of this offering statement, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations?:
No
Note:

If you would have answered “Yes” to any of these questions had the conviction, order, judgment, decree, suspension, expulsion or bar occurred or been issued after May 16, 2016, then you are NOT eligible to rely on this exemption under Section 4(a)(6) of the Securities Act.

Instructions:

Final order means a written directive or declaratory statement issued by a federal or state agency, described in Rule 503(a)(3) of Regulation Crowdfunding, under applicable statutory authority that provides for notice and an opportunity for hearing, which constitutes a final disposition or action by that federal or state agency.

No matters are required to be disclosed with respect to events relating to any affiliated issuer that occurred before the affiliation arose if the affiliated entity is not (i) in control of the issuer or (ii) under common control with the issuer by a third party that was in control of the affiliated entity at the time of such events.

Other Material Information

31. In addition to the information expressly required to be included in this Form, include::
  1. any other material information presented to investors; and
  2. such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made, not misleading.
No answer provided
Instructions:

If information is presented to investors in a format, media or other means not able to be reflected in text or portable document format, the issuer should include:

(a) a description of the material content of such information;

(b) a description of the format in which such disclosure is presented; and

(c) in the case of disclosure in video, audio or other dynamic media or format, a transcript or description of such disclosure.

Ongoing Reporting

32. The issuer will file a report electronically with the Securities & Exchange Commission annually and post the report on its website, no later than::
Within 120 days after the end of the Company's fiscal year.
33. Once posted, the annual report may be found on the issuer’s website at:
www.savhera.com

Appendix

Documents