Verge Brewing Company

At the time of this writing, there are just over 50 breweries in the Cincinnati area, and many are concentrated near the city center. However, there are over 252 neighborhoods in the greater Tri-state area. We believe that each neighborhood deserves to be uniquely served, and of these over 252 neighborhoods, fewer than 20% of them have their own brewery establishments. In addition, there are >7000 breweries in the entire United States, so we believe that there is plenty of room for quality craft beer here. By contrast, there are over 22,000 restaurants just in the state of Ohio.

Yield distribution for $10k investment
Cincinnati rated #1 craft beer city
Ohio is 10th largest beer producing state
Award winning craft brewers with 75+ medals
Team with brand & retail experience
Native American and woman owned

• Wunderfund Fees
• First/Last lease
• Lease payments during buildout
• Architectural drawings
• Continued Web & Social Media Dev.
• Marketing
• Research & Development
• Brewing Equipment Down Payment
• Brewing Equipment Final Payment
• Inventory Handeling & Storage Equip
• Taproom Bar Build Out
• Legal
• TTB & State Licensing costs
• Promotional Merchandise

Greg Schmidt, BJCP Beer Judge (Co-founder and Head Brewer)
Began brewing after his daughter, Madison, gave him a beer kit for Christmas. This Father/Daughter time project has grown into a family passion for making amazing beers. Maddy’s friend Phil Didion soon joined the brew team and the name “Schmidion” was born. Greg’s wife Tyra later joined the team. Having been bitten by the homebrewing bug, Greg and his team quickly improved technique and knowledge and started brewing competitively. All Schmidion members trained for and passed the Beer Judge Certification Program (BJCP). Team Schmidion has become a force in the homebrewing community with over 60 competition medals in just three short years. Greg has brewed several of the team’s awardwinning beers at professional breweries such as Fifth Street Brew Pub in Dayton, Brink Brewing in College Hill and Braxton Barrel House in Fort Michel, Kentucky. In August 2018 The team won the most medals in the largest homebrew competition by volume, the “Beer and Sweat” homebrew competition. In the summer of 2019, won the Braxton Brewing Hammerdown Homebrew Competition by beating out over 330 entries. Greg and his team also placed two beers in the finals of prestigious National Homebrew Competition. Only 10% of entries accomplish this achievement. In addition to his full-time employment, he now works part-time at Brink and has perfected the use of professional brewing systems under the instruction of head brewer Kelly Montgomery. Brink Brewing recently won its second straight “Very Small Brewery of the Year.” At the Great American Beer Festival.
Greg has over 20 years of professional “big box” retail general manager experience. He has recruited, coached and trained teams of 15 to 55 employees and is known for driving high standards for customer service and profitability. Greg has a B.A. degree from Kentucky Wesleyan College. Greg will be on site full-time at Verge, running day to day brewing and operations.

Tyra Schmidt, BJCP Beer Judge (Co-founder and Quality Control Manager)
Tyra Schmidt will serve as on-site chemist. As a physicist (B.S. Kentucky Wesleyan College) who has worked in International Standard Operations 9000 facilities for the last 31 years in the Chemistry field, she has demonstrated a strength in writing her own ISO procedures. These procedures are all inclusive to production, chemistry testing, environmental, health, and safety. These ISO procedures are written in detail so that any layperson should be able to perform any duties required as a daily process. It will be her role to provide consistency in quality and safety. She will be responsible for driving cleaning consistency standards in the brewhouse and the CO2 tap system.

Pete Bender, BJCP Beer Judge (Co-founder and COO/CFO)
Pete has been home brewing for over 25 years but did not become a competitive home brewer until completing his BJCP beer judge certification in 2014. He has won numerous awards over the years for his English ales, lagers and American ales. Most notably, his English Porter got into the finals of the National Homebrew Competition in 2017 and his Pre-Prohibition Lager won second place at the Moerlein Brewers Challenge at Bockfest in 2018.
Pete currently is a Media Producer and Electronic Communications Manager in the Communication and Marketing department at the University of Cincinnati Blue Ash College. He’s worked at the Blue Ash campus for over 30 years. He also manages the colleges social media presence, has served as an adjunct professor teaching classes in photography and video production. Pete holds a certificate in broadcasting (working at several local radio and TV stations in Cincinnati years ago), an Associate of Applied Science in Electronic Media Technology and a Bachelor of Arts in Business Management & Leadership from the University of Cincinnati.

Angela Praksti (Co-founder and Digital Marketing Director)
Angela began her acquaintance with beer brewing with her dad, Pete in 1998, learning how to start a siphon and visiting Listermann’s to get grain (while looking longingly at the bottles of Root Beer concentrate). In the years since then, she’s attended the University of Cincinnati twice - once their school of Design, Architecture, Art and Planning, earning a BA in Digital Design and again many years later in the Lindner College of Business.
Her studies and professional experience have prepared her to serve as a flexible member of the team, helping to build out finances, business and marketing plans as well as coordinating for the design and web technology needs impacting the business. Over the course of time, Angela has deepened her love of craft beer, culminating in her business support of the brewery.

Maddy Schmidt, BJCP Beer Judge (Co-founder, Taproom Manager and Digital Marketing)
Maddy started her beer journey as a project to hang out with her dad, Greg, and college drinking buddy, Phil. After a few failed experiments and some determination, the Schmidts and Didions became Schmidion and quickly steamrolled into the beer community. She, along with various members of the Verge Brewing team, is BJCP certified and strives to continuously better the taste and quality of some of our core beers. Professionally, received her BA in photojournalism at the University of Cincinnati and currently works as a photographer and videographer throughout the city. She and Phil will use their skills in food and entertainment photography as content coordinators for the Verge social and marketing teams.
For fun, Maddy loves running, interacting with local communities and still brews experimental beers with her mom, dad and Phil.

Phil Didion, BJCP Beer Judge (Co-founder, Assistant Brewer and Digital Promotions)
Phil met Maddy in college and soon became good drinking friends. After meeting up with Greg and Tyra and finding a shared love of similar beer styles, Team Schmidion was born and the homebrewing began. He immediately went to work, studying styles and techniques, getting to the point of building his own recipes that not only fit the desired flavors of Team Schmidion's favorite styles, but later winning awards at competitions. Under the wing of Kelly Montgomery, Head Brewer at Brink Brewing Co., Phil became an Assistant Brewer and learned more about the professional brewing world. Designing a homebrew system and other tools based on what he had learned, Team Schmidion stepped up their game and started branching out into other styles. Phil took the BJCP exam to improve his palate and knowledge of what makes a good beer. He will serve as the Assistant Brewer to Greg to brew beer, design recipes and keep the brewery up to date on a technological level while improving quality.
Phil has a BA in journalism and currently works as a multimedia editor and producer for a local news source. Combining photo, video, audio skills and a connection to local media outlets, Phil will also be a part of the media team with Pete and Maddy to create content for the brewery's social media outlets and keep Verge Brewing in the paper, on TV and online.

Price per Share: $100.00

Verge Brewing is offering equity in the company. By investing in the company, you're expecting the company to increase the company's worth beyond the company's valuation. You are choosing to purchase Equity ownership in the form of membership units:

• Preferred Class C - $10,000 min (100 units).  Pro-rata distribution of profits. Non-voting.
• Common Class D - $100 min (1 unit). Non-voting units. Liquidity event required

These units differ from Preferred Class A units (i.e. owners of Verge Brewing, LLC), and Common Class B units reserved for the Verge employee ownership program.

Distributions Waterfall

Except as otherwise provided in the Agreement, the Company will distribute Available Cash to the Members annually as follows:

(i) First, to pay all interest due and owing on account of any Excess Cash Needs Loans, pro rata in accordance with the respective amounts thereof;

 

(ii) Second, to pay all principal due and owing on account of any Excess Cash Needs Loans, pro rata in accordance with the respective amounts thereof;

 

(iii) Third, to the Class C Members pro rata in proportion to their Proportionate Shares until such Members have received all Capital Contributions, or portions thereof, contributed by such Members, less the sum of all prior distributions made to such Members under this clause (iii);

 

(iv) Fourth, to the Class C Members pro rata in proportion to their respective Proportionate Shares a pro-rata share profits, over the sum of all prior distributions made to such Member under this clause (iv); until their ownership is liquidated. 

The Class D Units offered securities under this offering are ‘Profit Only’ will not have Voting rights. These securities will be limited in that they do not offer voting rights, limited informational rights, and no rights to dividends or any revenue the company may generate. The minority investors in this round will be limited to the information that the company chooses to disclose, and the information disclosed in their annual report filed with U.S Securities and Exchange commission.

 

These securities differentiate from those that holders of Class A Membership Units. Class A Membership Unit holders will have a right to vote of decisions the company makes and information about the company. The securities that management retains has access to such rights. The securities being offered in this round only have a right to a percentage of ownership in the company, so the investors will rely upon Class A Members to make decisions that increase the value of their investment. These Units also differ from Class C Units in that they have no distribution rights. A payout for these Units comes only upon a liquidation event from Verge Brewing.

 

Before investing, please review the full terms of the offering memorandum & related documents. As a shareholder, you should expect to hold your shares for the long-term, because your investment is not liquid until the company is acquired, conducts an IPO,  or has some other liquidity event. 

If you have any questions, please post them to the Comments Section tab above. 

*Your investment amount will round down to the nearest whole share