Fog & Tree

Fog & Tree

Personal products infused with cannabis sold online and in stores like Saks Salon in NY

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Security Type
Crowd Note
Min Investment
$100
Location
San Marcos, CA
Offering Date
July 07, 2020
Expected Close Date
February 22, 2021
Target Raise
$50.00K-$250.00K
Deal Notes

Discount: 20%

In connection with equity financing of at least $1 million, the Company has the option to convert the Crowd Note into non-voting preferred stock (Conversion Shares) at a price based on the lower of (A) a 20% discount to the price per share for Preferred Stock by investors in the Qualified Equity Financing or (B) the price per share paid on a $2.5 million valuation cap. Please refer to the Crowd Note for a complete description of the terms of the Crowd Note, including the conversion provisions.

Company Description

Founded in 2018 in San Francisco, California, Fog & Tree creates natural fragrance and personal-care products that allow wearers to incorporate the potential holistic benefits of cannabis into their daily rituals. The fragrances and beauty products are infused with real cannabis essential oils to be used as aromatherapy for the wearer. The premier Fog & Tree eau de parfum fragrance has been featured in Forbes magazine twice, and Fog & Tree has signed online retail contracts with The Grommet and White Label CBD Market. The company also distributes to vendors across the nation, and its product retailers include ALTAR PDX, Birds Barber Shop, The Hemp Farmacy, and more.

Perks

$250: Fog & Tree Neck Gaiter + Fog & Tree Product Sample Pack
$500: Fog & Tree 1oz Signature Eau de Parfum + Fog & Tree Neck Gaiter
$1,000: Fog & Tree full-size two pack includes: 1oz Signature Eau de Parfum, 1oz Beard Conditioner + Fog & Tree Neck Gaiter + Beard Comb + Additional product voucher
$2,500: Fog & Tree full-size variety pack includes: 1oz Signature Eau de Parfum, 1oz Beard Conditioner, three Fog & Tree single-use Hair Mask Treatments + Beard Comb + Microfiber Hair Towel + Fog & Tree Neck Gaiter + Additional product voucher
$5,000: Redwood Tree planted in your honor by the Redwood Forest Foundation + Fog & Tree full-size variety pack includes: 1oz Signature Eau de Parfum, 1oz Beard Conditioner, three Fog & Tree single-use Hair Mask Treatments + Beard Comb + Microfiber Hair Towel + Fog & Tree Neck Gaiter + Additional product voucher

Key Deal Facts

Since launching in November 2019, the company has run two successful promos, selling 211 units, with Touch of Modern, an e-commerce lifestyle products website with 14 million membersi
By the end of 2019, Fog & Tree products were sold in 27 locations including Saks Salon in NY
Selected as a finalist out of 300 to participate in Canopy Boulder’s accelerator program for cannabis related and CBD businesses
The company’s premier fragrance has been featured in Forbes magazine twice and is participating in the Luxury Meets Cannabis Conference / Forbes fundraising event for COVID-19 relief efforts

Use of Proceeds

If Fog & Tree raises the minimum amount of $50,000, it plans to use the proceeds primarily for the following:

  • Intermediary fees (5%)
  • General marketing (40%)
  • Manufacturing (25%)
  • Future Wages (30%)

If Fog & Tree raises the maximum amount of $250,000, it plans to use the proceeds primarily for the following:

  • Intermediary Fees (5%)
  • General marketing (8%)
  • Manufacturing (40%)
  • Future wages (6%)
  • General working capital (40%)
  • Sampling Program (1%)

Deal Notes

Discount: 20%

In connection with equity financing of at least $1 million, the Company has the option to convert the Crowd Note into non-voting preferred stock (Conversion Shares) at a price based on the lower of (A) a 20% discount to the price per share for Preferred Stock by investors in the Qualified Equity Financing or (B) the price per share paid on a $2.5 million valuation cap. Please refer to the Crowd Note for a complete description of the terms of the Crowd Note, including the conversion provisions.

Amount Raised : $8,250
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Valuation

Security Description

A Crowd Note modifies the typical convertible note so that the crowd does not automatically convert to equity shareholders on the next financing and remain off the issuer’s capitalization table, but the crowd will still participate in any exit as if they had converted to equity. If there is no future financing, the holders of the Crowd Note still have upside, but could miss out significantly.

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