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Keith Barnes • President, Chief Operating Officer
Keith Barnes is the Founder, President and Master Distiller of Bainbridge Organic Distillers, Founded in 2008 and beginning operations in 2009. Bainbridge Organic Distillers is the first USDA Certified Organic distillery in Washington state, and one of a very small number of completely organic distillery operations world-wide. Keith is responsible for the development of the Bainbridge Distiller’s product line and branding which includes several whiskies that continue to earn the title “World’s Best” in the most prestigious international spirits competitions. Bainbridge Organic Distillers Yama Mizunara Cask Whiskey has won the title Best American Grain Whiskey 5 times and been named Craft Whiskey Of The Year by Whiskey Advocate Magazine. The distillery’s Battle Point line has been named World’s Best Wheat Whiskey 6 times its vodka has been named World’s Best Vodka twice.
Keith Barnes is also a working and founding partner of Motive Marketing Group, established in 2003, working exclusively with spirits, wine and beer producers, marketers and retailers. Motive specializes in branding, in-store marketing, packaging, display and shopper marketing for spirits and beverage alcohol, the company’s clients include some of the world’s top 10 Spirits Companies, such as Pernod Ricard, William Grant & Sons, 5th Generation (Tito’s), William Grant & Sons, Bacardi, Moët Hennessy, Brown Forman, more than other 100 leading and smaller brands, national spirits distributors and retail chains.
Prior to his role at Motive Keith Barnes was a founding partner, Creative Director and Strategic Director at Now Corporation. The company, founded in 1996, specialized in branding and marketing at retail, and shopper marketing. Keith headed Now Corporation’s beverage alcohol division which included clients Diageo, Allied Domecq, Seagram’s and Southern Wine & Spirits. Now Corporation was formed by a merger of Barnes & Associates and the company PrintSource. Now Corporation was the progenitor of Motive Marketing Group.
In 1986 Keith Barnes founded Barnes & Associates, a full-service advertising agency focusing on consumer goods. It was here that Keith gained his first experience in beverage and beverage alcohol marketing working for Seagram’s, Portland Brewing Company, Canadian Glacier Water, Winterbrook Beverage Group (now National Beverage Corp), Bookwalter Winery, Thomas Kemper Brewing Company and Thomas Kemper Soda Company.
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Kimberley Stanley • CFO
Following Escoffier Kim formed a start-up called Veraki. Veraki was a personal growth app intended to teach users mindfulness tools as part of their daily routines.
After Veraki, Kim went back to her roots of finance and accounting as a consulting CFO for business in various stages of growth. She is able to leverage her start-up experience along with her other finance and operations experiences to partner with companies as they seek to grow and expand their operations.
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Mike Mouvet • Board Member
FPS is solely owned by Casa Lumbre which has success stories including Milagro Tequila developed for William Grant & Sons, Blackened Whiskey developed for the band Metallica, Avion Tequila developed for Pernod Ricard and Teremana Tequila developed for Dwayne Johnson. Mike is Sales Director at FPS, responsible for navigating a growing list of a-List celebrities and international spirits companies through the complex processes of brand innovation, product design and formulation, packaging and production, go to market strategies and distribution management.
Prior to his role at FPS Mike was Vice President National Accounts for independent global spirits producer William Grant & Sons US operation 2006 -2020. Mike used his deep skill set in market planning, customer experience, training and development and due diligence to strengthen business relationships and develop new sales opportunities and initiatives with key company accounts comprising the largest spirits retailers in the US, Walmart, Target, Costco, Total Wine & More, Kroger, BevMo! and many others.
Prior to that Mike held the position of Vice President Corporate Off Premise for Allied Domecq Spirits & Wine North America 2003-2006, the British-based spirits and wine company. Mike worked with key national accounts and anchor distributors to establish Allied Domecq as their "First Choice Supplier" in the category of flavored spirits which included Stoli's flavored portfolio, and the creation and introduction of the innovative Malibu Rum brand which essentially created the flavored rum category.
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*Market information provided by Forbes (source)
Born out of our desire to design premium products according to old-school methodologies, Bainbridge Organic is a craft spirits distillery inspired by tradition as much as taste.
Rather than rely on the latest manufacturing technology or marketing gimmicks to build our brand, Bainbridge has chosen to focus on creating top-shelf spirits that appeal to aficionados. As a result of our efforts, each of our whiskey, gin, and vodka formulas expresses its own unique homegrown character, and features a rare taste profile harkening to a bygone era.
The Problem & Our Solution
The whiskey and spirits market is saturated with infinite options ranging from small bespoke brands to trendy celebrity-owned operations. However, in the race to corner market share, our perception is that many companies have lost touch with the art of crafting a quality product. As a result, many of today’s popular spirits are being produced on a contract basis by anonymous bulk distilleries.
As an antidote to much of the noise and haste that is currently cluttering the industry, Bainbridge Organic Distillers has chosen to take the production of spirits back to its roots. Our small-batch grain-to-glass process is one of traditional craftsmanship, combining organic ingredients and nostalgic methods from the turn of the last century.
Our wheat grain is grown from specially-sourced seeds that were selectively bred over 50 years ago and archived by local agriculture colleges. We also use simple, natural yeasts and enzymes from a time before genetic and synthetic engineering. Bainbridge eschews any quick process techniques, knowing that there is no substitute for slow aging. Our spirits are allowed to mature in due time, at the discretion of our master distiller.
The Market & Our Traction
Bainbridge’s primary product - whiskey - is a key player in the American craft spirits scene, commanding more than a third of the market share at 36%. However, despite its popularity, we believe that we’re one of few brands devoting the time and attention to creating an organic product for true connoisseurs. Collectively, our six organic whiskies have received dozens of awards for their taste and quality at the international competition level, and our gin and vodka products have been similarly recognized.
In addition to our multi-state distribution, Bainbridge Organic Distillers has recently secured placement of core products in California Safeway locations, starting with the Northern California market in 2022, with planned expansions into Southern California in 2023. Given that California ranks #1 in the nation for alcohol sales, we expect that this partnership could effectively double sales for our brand.
Why Invest
After nearly 13 years in business, and a track record of success and prestige in the industry, Bainbridge Organic Distillers has cultivated important trade relationships and earned the reputation of being a dynamic, award-winning brand. Having laid the foundation with our accomplishments, we believe that the time to expand production, distribution, and market visibility is now.
With this in mind, we are looking for enthusiast investors to help us increase our capacity, meet consumer demand, and introduce even more world-class craft spirit products. Be part of the Bainbridge family by investing with us today.
THE OFFERING MATERIALS 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.
Maximum Number of Shares Offered subject to adjustment for bonus shares
Voting Rights of Securities Sold in this Offering
Voting Proxy. Each Subscriber shall appoint the Chief Executive Officer of the Company (the “CEO”), or his or her successor, as the Subscriber’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to, consistent with this instrument and on behalf of the Subscriber, (i) vote all Securities, (ii) give and receive notices and communications, (iii) execute any instrument or document that the CEO determines is necessary or appropriate in the exercise of its authority under this instrument, and (iv) take all actions necessary or appropriate in the judgment of the CEO for the accomplishment of the foregoing. The proxy and power granted by the Subscriber pursuant to this Section are coupled with an interest. Such proxy and power will be irrevocable. The proxy and power, so long as the Subscriber is an individual, will survive the death, incompetency and disability of the Subscriber and, so long as the Subscriber is an entity, will survive the merger or reorganization of the Subscriber or any other entity holding the Securities. However, the Proxy will terminate upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933 covering the offer and sale of Common Stock or the effectiveness of a registration statement under the Securities Exchange Act of 1934 covering the Common Stock.
*Maximum number of shares offered subject to adjustment for bonus shares. See Bonus info below.
Investment Incentives & Bonuses*
Time-Based Bonuses
First Week:
15% Bonus Shares
Second Week:
10% Bonus Shares
Next Two Weeks:
5% Bonus
Amount-Based Perks
Invest $750
Invitation to a quarterly phone call and annual meeting (online).
Invest $2,500
Lifetime 10% discount on all purchases from Bainbridge merchandise, not including taxes and shipping fees + Each item from the previous perk tier.
Invest $5,000
Lifetime of tastings for you and up to 3 guests of our core line of spirits in our tasting room + Each item from previous perk tiers.
Invest $10,000
One week early access to all special releases + Each item from previous perk tiers.
Invest $25,000
Participation in the selection of a single cask of whiskey to be bottled and sold to the public as Shareholders Select + Each item from previous perk tiers.
Invest $50,000
Spend a day with our President and Master Distiller, including lunch (or dinner) + Each item from previous perk tiers.
Invest $100,000
Receive an invitation to join our board of advisors + Each item from previous perk tiers.
*In order to receive perks from an investment, one must submit a single investment in the same offering that meets the minimum perk requirement. Bonus shares from perks will not be granted if an investor submits multiple investments that, when combined, meet the perk requirement. All perks occur when the offering is completed.
The 10% StartEngine Owners' Bonus
Bainbridge will offer 10% additional bonus shares for all investments that are committed by investors that are eligible for the StartEngine Crowdfunding Inc. OWNer's bonus.
This means eligible StartEngine shareholders will receive a 10% bonus for any shares they purchase in this offering. For example, if you buy 100 shares of Common at $4.32 / share, you will receive 110 shares Common Stock, meaning you'll own 110 shares for $432. Fractional shares will not be distributed and share bonuses will be determined by rounding down to the nearest whole share.
This 10% Bonus is only valid during the investors' eligibility period. Investors eligible for this bonus will also have priority if they are on a waitlist to invest and the company surpasses its maximum funding goal. They will have the first opportunity to invest should room in the offering become available if prior investments are canceled or fail.
Investors will receive the highest single bonus they are eligible for among the bonuses based on the amount invested and time of offering elapsed (if any). Eligible investors will also receive the Owner’s Bonus in addition to the aforementioned bonus.
Members get an extra 10% shares in addition to rewards below!
Venture Club
Venture Club Members earn 10% bonus shares on top of this and all eligible investments for an entire year. Not a member? Sign up at checkout ($275/year).
Invest $750
Invitation to a quarterly phone call and annual meeting (online).
Invest $2,500
Lifetime 10% discount on all purchases from Bainbridge merchandise, not including taxes and shipping fees + Each item from the previous perk tier.
Invest $5,000
Lifetime of tastings for you and up to 3 guests of our core line of spirits in our tasting room + Each item from previous perk tiers.
Invest $10,000
One week early access to all special releases + Each item from previous perk tiers.
Invest $25,000
Participation in the selection of a single cask of whiskey to be bottled and sold to the public as Shareholders Select + Each item from previous perk tiers.
Invest $50,000
Spend a day with our President and Master Distiller, including lunch (or dinner) + Each item from previous perk tiers.
Invest $100,000
Receive an invitation to join our board of advisors + Each item from previous perk tiers.
0/2500
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Cancel anytime before 48 hours before a rolling close or the offering end date.
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With Regulation A+, a non-accredited investor can only invest a maximum of 10% of their annual income or 10% of their net worth per year, whichever is greater. There are no restrictions for accredited investors.
With Regulation Crowdfunding, non-accredited investors with an annual income or net worth less than $124,000 are limited to invest a maximum of 5% of the greater of those two amounts. For those with an annual income and net worth greater than $124,000, they are limited to investing 10% of the greater of the two amounts.
At the close of an offering, all investors whose funds have “cleared” by this time will be included in the disbursement. At this time, each investor will receive an email from StartEngine with their Countersigned Subscription Agreement, which will serve as their proof of purchase moving forward.
Please keep in mind that a company can conduct a series of “closes” or withdrawals of funds throughout the duration of the campaign. If you are included in that withdrawal period, you will be emailed your countersigned subscription agreement and proof of purchase immediately following that withdrawal.
StartEngine assists companies in raising capital, and once the offering is closed, we are no longer involved with whether the company chooses to list shares on a secondary market or what occurs thereafter. Therefore, StartEngine has no control or insight into your investment after the close of the live offering. In addition, we are not permitted to provide financial advice. You may want to contact a financial professional to discuss possible investment outcomes.
For Regulation Crowdfunding, investors are able to cancel their investment at any point throughout the campaign up until 48 hours before the closing of the offering. Note: If the company does a rolling close, they will post an update to their current investors, giving them the opportunity to cancel during this timeframe. If you do not cancel within this 5-day timeframe, your funds will be invested in the company, and you will no longer be able to cancel the investment. If your funds show as ‘Invested’ on your account dashboard, your investment can no longer be canceled.
For Regulation A+, StartEngine allows for a four-hour cancellation period. Once the four-hour window has passed, it is up to each company to set their own cancellation policy. You may find the company’s cancellation policy in the company’s offering circular.
Once your investment is canceled, there is a 10-day clearing period (from the date your investment was submitted). After your funds have cleared the bank, you will receive your refund within 10 business days.
Refunds that are made through ACH payments can take up to 10 business days to clear. Unfortunately, we are at the mercy of the bank, but we will do everything we can to get you your refund as soon as possible. However, every investment needs to go through the clearing process in order to be sent back to the account associated with the investment.
Both Title III (Regulation Crowdfunding) and Title IV (Reg A+) help entrepreneurs crowdfund capital investments from unaccredited and accredited investors. The differences between these regulations are related to the investor limitations, the differing amounts of money companies are permitted to raise, and differing disclosure and filing requirements. To learn more about Regulation Crowdfunding, click here, and for Regulation A+, click here.
Kyle Putnam
2 years ago
Also, assuming the company becomes profitable, what is your short and long-term plan for reinvesting vs. distributing income?
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