Car

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM C-AR

UNDER THE SECURITIES ACT OF 1933

(Mark one.)

☐   Form C: Offering Statement

☐   Form C-U: Progress Update

☐   Form C/A: Amendment to Offering Statement

☐   Check box if Amendment is material and investors must reconfirm within five business days.

☐   Form C-AR: Annual Report

☐  Form C-AR/A: Amendment to Annual Report

☐ Form C-TR: Termination of Reporting

 

Name of issuer: Onside Compliance, Inc. d/b/a ProCanna                                                          

 

Legal status of issuer:

Form: Corporation                                                                                                               

Jurisdiction of Incorporation/Organization: Maine                                                         

Date of organization: January 1, 2020                                                                           

 

Physical address of issuer: 33 Village Woods Circle Gorham, ME 04038                            

Website of issuer: https://procanna-usa.com                                                                                   

 

Is there a co-issuer  X  yes __ no

Name of co-issuer: WeFunder                                                                                                           

Legal status of co-issuer:

Form: Limited Liability Company                                                                                              

Jurisdiction of Incorporation/Organization: Delaware                                                      

Date of organization: November 11, 2021                                                                           

 

Physical address of co-issuer: 4104 24th st., PMB 8113, San Francisco, CA 94114                                 

Website of co-issuer: wefunder.com                                                                                                 

Current number of employees: 3                                                                                                       

 

 

 

THE COMPANY

  1. Name of Issuer: Onside Compliance, Inc. d/b/a ProCanna                                                

ELIGIBILITY

  1. ☒ Check this box to certify that all of the following statements are true for the issuer:

 

  • 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 recruitment 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. (form more information about these disqualifications, see Question 30 of this Question and answer format).
  • Has files 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.

 

  1. Has the issuer or any of its predecessors previously failed to comply with the ongoing reporting requirements of Rule 202 of Regulation Crowdfunding ☐ Yes ☒ No

Explain:                                                                                                                

 

DIRECTORS OF THE COMPANY

  1. Provide the following information about each director (and any persons occupying a similar status or performing a similar function) of the issuer:

Name: Deirdre J. Perkins                                             Dates of Board Service: Since Jan. 15, 2020

            Principal Occupation: President of Onside Compliance, Inc.                                                       

            Employer: Dates of Service: Since January 15, 2020                                                                    

 

List all positions and offices with the issuer held and the period of time in which the director served in the position or office:

Position: President                                          Dates of Service: Since inception        

Position: Treasurer                                         Dates of Service: Since inception        

 

Business Experience: List the employers, titles and dates of positions held during the past three years with an indication of job responsibilities:

 

            Employer:                   Self-employed, Onside Compliance, Inc.                         

            Employer’s Principal Business:             Compliance Software                                       

            Title:   CEO                                                    Dates of service:         Jan. 2020 – present Responsibilities:                     Strategic planning and running daily operations      

 

Employer:       Harvest Health and Recreation                                                     

            Employer’s Principal Business:             Vertical cannabis operator                             

            Title:   Technical Writing Manager                        Dates of service: Aug. 2015 – Aug. 2020

            Responsibilities: Writing license applications, SOPs, manuals, marketing materials   

 

 

Name: Anthony E. Perkins                                          Dates of Board Service: Jan. 2020 – present

            Principal Occupation:             Shareholder, Bernstein, Shur, Sawyer and Nelson                

            Employer: Dates of Service:   1985 – current                                                                        

 

List all positions and offices with the issuer held and the period of time in which the director served in the position or office:

Position: Vice President                                 Dates of Service: Since inception        

Position:                                                          Dates of Service:                               

 

Business Experience: List the employers, titles and dates of positions held during the past three years with an indication of job responsibilities:

 

            Employer: Bernstein, Shur, Sawyer and Nelson                                                                

            Employer’s Principal Business:             Law firm        

            Title:               Shareholder                                         Dates of service:             1985-present  

            Responsibilities:         Attorney                                                                                               

 

 

OFFICERS OF THE COMPANY

  1. Provide the following information about each Officer (and any persons occupying a similar status or performing a similar function) of the issuer:

 

Name:             Deirdre J. Perkins                                                                                          

Title:   President, Treasurer                            Dates of Service: Jan. 2020 – current

Responsibilities:         Strategic planning and daily operation                         

Business Experience: List any other employers, titles and dates of positions held during the past three years with an indication of job responsibilities:

 

Employer:                   Self-employed, Onside Compliance, Inc.                         

            Employer’s Principal Business:             Compliance Software                                       

            Title:   CEO                                                    Dates of service:         Jan. 2020 – present Responsibilities:                     Strategic planning and running daily operations      

 

Employer:       Harvest Health and Recreation                                                     

            Employer’s Principal Business:             Vertical cannabis operator                             

            Title:   Technical Writing Manager                        Dates of service: Aug. 2015 – Aug. 2020

            Responsibilities: Writing license applications, SOPs, manuals, marketing materials         

 

Name:             Anthony E. Perkins                                                                                        

Title:   Vice President                                     Dates of Service: Jan. 2020 – current

Responsibilities:         Strategic planning and Alliances                                              

 

Business Experience: List any other employers, titles and dates of positions held during the past three years with an indication of job responsibilities:

 

Employer: Bernstein, Shur, Sawyer and Nelson                                                                

            Employer’s Principal Business:             Law firm        

            Title:               Shareholder                                         Dates of service:             1985-present  

            Responsibilities:         Attorney                                                                                               

 

 

PRINCIPAL SECURITY HOLDERS

 

  1. Provide the name and ownership lever 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.

 

Name of Holder

No. and class of Securities Now Held

% of Voting Power Prior to Offering

Millennium Trust Company f/b/o IRA of Anthony Perkins

190,000 Common Shares

38%

Onside Holdings, LLC

180,000 Common Shares

36%

 

 

 

 

 

 

 

FORMC-AR

 

Onside Compliance, Inc. d|b|a ProCanna

 

 

This Form C-AR (including the cover page and all exhibits attached hereto, the “Form C­ AR) is being furnished by Onside Compliance, Inc. a Maine Corporation (the “Company,” as well as references to “we,” “us,” or “our”) for the sole purpose of providing certain information about the Company as required by the Securities and Exchange Commission (“SEC”).

 

 No federal or state securities commission or regulatory authority has passed upon the accuracy or adequacy of this document. The U.S. Securities and Exchange Commission does not pass upon the accuracy or completeness of any disclosure document or literature. The Company is filing this Form C-AR pursuant to Regulation CF(§ 227.100 et seq.) which requires that it must file a report with the Commission annually and post the report on its website no later than 120 days after the end of each fiscal year covered by the report. The Company may terminate its reporting obligations in the future in accordance with Rule 202(b) of Regulation CF(§ 227.202(b)) by 1) being required to file reports under Section 13(a) or Section 15(d) of the Exchange Act of 1934, as amended, 2) filing at least one annual report pursuant to Regulation CF and having fewer than 300 holders of record, 3) filing annual reports for three years pursuant to Regulation CF and having assets equal to or less than $10,000,000, 4) the repurchase of all the Securities sold pursuant to Regulation CF by the Company or another party, or 5) the liquidation or dissolution of the Company.

 

 The date of this Form C-AR is March 31, 2024.

 

THIS FORM C-AR DOES NOT CONSTITIJTE AN OFFER TO PURCHASE OR SELL SECURITIES.

 

FORWARD LOOKING STATEMENT DISCLOSURE

 

This Form C-AR and any documents incorporated by reference herein or therein contain 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-AR are forward-looking statements. Forward-looking statements give the Issuers’ current reasonable expectations and projections relating to their respective financial conditions, 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.

 

The forward-looking statements contained in this Form C-AR and any documents incorporated by reference herein or therein are based on reasonable assumptions the Issuers have made in light of their industry experience, perceptions of historical trends, current conditions, expected future developments and other factors they believe are appropriate under the circumstances. As you read and consider this Form C-AR, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond the Issuers’ control) and assumptions. Although the Issuers believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect their actual operating and financial performance and cause their 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, the Issuers’ actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements.

 

Any forward-looking statement made by either of the Issuers in this Form C-AR or any documents incorporated by reference herein or therein speaks only as of the date of this Form AR. Factors or events that could cause our actual operating and financial performance to differ may emerge from time to time, and it is not possible for the Issuers to predict all of them. The Issuers undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

 

 

About this Form C-AR

 

You should rely only on the information contained in this Form C-AR. We have not authorized anyone to provide you with information different from that contained in this Form C-AR. You should assume that the information contained in this Form C-AR is accurate only as of the date of this Form C-AR, regardless of the time of delivery of this Form C-AR. Our business, financial condition, results of operations, and prospects may have changed since that date.

 

Statements contained herein as to the content of any agreements or other document are summaries and, therefore, are necessarily selective and incomplete and are qualified in their entirety by d1e actual agreements or other documents.

 

SUMMARY

 

The following summary is qualified in its entirety by more detailed information that may appear elsewhere in this Form C-AR and the Exhibits hereto.

 

Onside Compliance, Inc. (the “Company”) is a Maine Corporation, formed on January 1, 2020.

 

The Company is located at 33 Village Woods Circle, Gorham, Maine 04038

The Company’s website is www.procanna-usa.com

The information available on or through our website is not a part of this Form C-AR.

 

WeFunder (the “Co-Issuer”) is a Delaware Limited Liability Company, formed on November 11, 2021.

The Co-Issuer is located at 4104 24th St. , PMB 8113, San Francisco, CA 94114.

The Co-Issuer’s website is wefunder.com.

The information available on or through our website is not a part of this Form C. In making an investment decision with respect to our Securities, you should only consider the information contained in this Form C.

 

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.

Risk Factors. Any investment in the Company is an investment which is speculative in nature and involves a high degree of risk. While certain of those risks are summarized here, there are numerous further potential risk factors related to the Company and the Notes that are not specifically identified herein. Such potential risk factors, include, without limitation, the following:

 

  • No operating history. The Company is a start-up company which seeks to develop and sell regulatory compliance and knowledge management software (the “Business”) and will operate in a competitive market with many risks to its success. The Company is an early stage venture with extremely limited operating history upon which the Investor may base an extensive evaluation of its future prospects.

 

  • Market acceptance and general economic conditions. The Company’s targeted customers may choose alternative products and services to those offered by the Business, or if general economic conditions deteriorate, those customers may decline or materially delay purchases of services and products from the Company. The Company’s chosen technology and methodology may produce results and products that are inferior to its competitors in the market and that result likely would have adverse impacts on the Company’s financial performance.

 

  • Capital requirements; Dilution. The Company’s current capital resources (including its prospective receipt of the Purchase Price) will not provide adequate working capital to fully fund the contemplated Business operations over the coming years, and any resulting equity ownership will be diluted in future equity offerings and conversion of convertible promissory notes.

 

  • Key personnel. The loss of certain key personnel and contractors could significantly and adversely impact the Company’s ability to move forward with its business plan.

 

  • Competition. There is no assurance that the Company will achieve the market position projected products and even if it does, other parties also may develop and market similar products and create material competition in the Company’s market. The competition could have a material adverse effect on the Business and the Company’s economic prospects.

 

  • Litigation. The Company may be subjected to unforeseen litigation regarding its Business and related products and services and such litigation would be costly to defend or pursue and is uncertain in its outcome. The Company’s operations may bring it into conflict with those with whom it has contractual or other business relationships, or with potential competitors or others whose interests differ from those of the Company.

 

  • Application of proceeds. The Company’s Directors have broad discretion over the use and allocation of investment proceeds, and such proceeds may be used in a manner that does not result in a positive return on investment to the Company.

 

  • Transactions with related parties

The Investor should be aware that there will be occasions when the Company may encounter potential conflicts of interest in its operations. On any issue involving conflicts of interest, the

executive management and Board of Directors of the Company will be guided by their good faith judgment as to tire Company’s best interests The Company may engage in transactions with affiliates, subsidiaries, or other related parties, which may be on terms that are not arm’s-length but will be in all cases consistent with the duties of the management of the Company to its

shareholders. By acquiring an interest in the company, the investor will be deemed to have acknowledged the existence of any such actual or potential conflicts of interest and to have waived any claim with respect to any liability from the existence of any such conflict of interest.

 

The Investor understands and acknowledges that the Investor may lose his, her or its entire investment.

 

 

 

 

 

 

 

 

 

 

Business Plan – The Company

 

 

 

Compliance and Knowledge Management Solutions

for the Cannabis Industry

 

 

Executive Summary Business Plan

March 2024

 

 

This Executive Summary Business Plan (“Plan”) contains confidential and proprietary information belonging exclusively to Onside Compliance, Inc. This Plan and the information contained herein may not be shared with or disclosed to any other party.  The reader of this Plan may not use this Plan or the information contained in it for any purpose other than evaluating a possible business transaction with Onside Compliance.  Nothing herein shall be construed as an offer to sell securities to any party.

Dede Perkins

207-671-3904

dperkins@onsidecompliance.com

 

Tony Perkins

207-831-2705

tperkins@onsidecompliance.com

 

 

Onside Compliance

Executive Summary Business Plan

 

Introduction

Owned by Onside Compliance, Inc., ProCanna is a subscription-based compliance and knowledge management software-as-a-service platform designed to serve the growing U.S. and Canadian medical and adult-use cannabis and hemp industries. Dede Perkins, a regulatory and communications professional with over seven years of experience working with cannabis companies across the United States, and Tony Perkins, a business and technology attorney who has worked with software leaders in the national and international markets for over twenty years, incorporated the Portland, Maine-based company in January 2020. Onside Compliance is in the process of raising the initial round of funding in order to continue building the ProCanna platform, which Onside seeks to launch in the fourth quarter of 2020. Onside has been approved to participate in Maine’s Seed Capital Tax Credit Program.

 

The Problem & Market Opportunity

Specific Issue

Winning a coveted cannabis facility license is both a gift and a challenge. After winning a sought-after license, many cannabis executives and managers struggle to develop standard operating procedures (“SOPs”) that are simultaneously compliant with state and local regulations and reasonable “on the ground.” Those who succeed are then faced with an ongoing challenge: implementing and maintaining those SOPs on a day-to-day basis in order to maintain licensure and multi-million-dollar revenues. Two recent cases illustrate the consequences for non-compliance:

  • In July 2020, the Massachusetts Cannabis Control Commission fined 4Front Ventures-backed Healthy Pharms, which does business under the “Mission” brand of dispensaries, $350,000 for illegal use of pesticides and failure to report that plants tested positive for certain illegal substances. 
  • In July 2020, the Nevada Cannabis Compliance Board approved an agreement to revoke licenses from CW Nevada and force the company to pay $1.25 million in penalties to settle allegations that the company had unrecorded cannabis, sold cannabis that appeared to be untested, and destroyed evidence.

As the industry matures and the number of people consuming cannabis products increases, the health and agriculture departments responsible for ensuring regulatory compliance will receive additional funding and increased pressure to keep the public safe from products produced and handled by non-compliant cultivators, processors, testers, and retailers. Owners of single-facility licenses as well as multi-state, vertically integrated cannabis companies need to find a logical and easily executed process to comply with complex and evolving state and local regulations, as well as increasingly proprietary internal policies and procedures developed to streamline operations, improve product quality, and differentiate brand. These regulations, policies, and procedures address all aspects of operations from facility design, construction, safety, and security, to HIPAA-compliant recordkeeping, product quality assurance, employee training, proper waste destruction and disposal procedures and more.

 

Market Size and Scope

The global cannabis market size is projected to grow from $57.18 billion in 2023 to $444.34 billion by 2030, at a CAGR of 34.03% during the forecast period. https://www.fortunebusinessinsights.com/industry-reports/cannabis-marijuana-market-100219

The Onside Solution

Onside Compliance has developed ProCanna, a user-friendly, cloud-based desktop and mobile software tool designed to utilize a user-friendly data management and question and answer compliance format that enables end-users to:

  • Stay current with and adapt to changing state and local regulations;
  • Train employees on evolving SOPs to maintain compliant operations;
  • Audit and document compliance with state and local regulations;
  • Manage and develop internal operational protocols;
  • Manage company-wide data relating to these operational and compliance protocols;
  • Audit and document compliance with internal policies and SOPs; and
  • Deliver reports to customizable end-user groups ranging from upper management, owners and investors, to state-level inspectors and regulatory bodies.

ProCanna’s user-friendly, intuitive interface is designed to track compliance or non-compliance with all state and local regulations and manage all related data and documentation, including:

  • Advertising and marketing
  • Chain of custody
  • Cultivation procedures
  • Customer education
  • Employee training
  • HIPAA-compliant recordkeeping
  • Integrated Pest Management (IPM)
  • Inventory management
  • Packaging and labeling
  • Processing procedures
  • Quality assurance
  • Quality control
  • Sales and returns
  • Sanitation
  • Security
  • Testing Protocols
  • Transportation
  • Waste destruction and disposal

Mid- and upper-level management will be able to customize ProCanna’s integrated dashboard to:

  • Request, receive, respond to and manage compliance activities and reporting undertaken by employees
  • Train employees on standard operating procedures
  • Problem-solve SOP issues among managers and/or workgroups
  • Test and track existing and new operational processes and procedures
  • Seek advice/approval from upper management before implementing new compliant procedures
  • Prepare for state and local inspections and regulatory compliance audits, flagging and correcting non-compliant policies and procedures before they become an issue that threatens medical cannabis patients, adult-use consumers, and business revenues
  • Generate reports for executives, investors, business partners and compliance authorities

Executives and other authorized individuals will be able to customize ProCanna’s integrated dashboard to stay abreast of what’s happening “on-the-ground”, requesting, receiving, and sharing reports that may include uploaded documents, images, video, and/or sound recordings in order to track and evaluate day-to-day activity within their facilities, determining effectiveness of policies and procedures in being compliant with state and local rules and regulations and in meeting company goals and standards.

 

Total Addressable Market

Cannabis company owners and operators with cultivation, processing, dispensary, retail, testing, distribution, and transport facilities, as well as the bankers, insurers, and investors who financially support them and stand to lose if companies are fined, forced to implement remedial measures, or shut down due to non-compliance issues, will be prospects for the ProCanna solution.

 

Serviceable Total Addressable Market

While the ProCanna platform will work for all cannabis facilities, from single-facility operators to large publicly traded, multi-state operators, ProCanna sales representatives will target mid-market multiple-facility cannabis facility owners and operators within particular states and provinces.

 

Competition

Simplifya is a cannabis compliance tool developed in 2016 by Vincente Sederberg, a national law firm providing legal and policy services to companies operating in the cannabis and hemp industries.

The industry is also served by a number of cannabis compliance consulting firms that offer services such as customized development of compliant standard operating policies and procedures.

While these solutions offer stressed and frustrated cannabis professionals a regulatory compliance lifeline, none provides a complete tool to independently and confidently manage, maintain, improve and share proof of compliant operations in a cost-effective way.

 

Revenue Model

Ops Hub

Onside Compliance offers a variety of configurations of our platform at the following rates:

 

 In addition, ProCanna is now offering two versions that focus on content without tools:

 

Guidebook – Provides searchable state regulations and supporting guidance documents, bulletins, and other documentation from the state. Cost: State count x $200/month

 

Guidebook+ – Provides searchable state regulations; supporting guidance documents, bulletins, and other documentation from the state; and pre-created state-based policies/SOPs & audits. Cost: State count x $400/month

Users – First 25 users at no cost then scaled pricing based on total users (price per user, per month)

 

Enterprise Priced Packages

In addition to the above-mentioned subscription packages, Onside Compliance will offer enterprise pricing on a case-by-case basis for larger customers with more complex needs and environments.

 

Discretionary Discounts

Because ProCanna is a new compliance platform, Onside Compliance, Inc. will offer discretionary discounts to entice new users to sign up. These discounts will be offered as promotional packages and discounts negotiated on a case-by-case basis.

 

Software Development Plan

After vetting six software development companies with both local and overseas teams, Onside Compliance contracted with Temple Logic, a software development company based in Bedford, New Hampshire, to design and build the first version of the Company’s compliance software.

About Temple Logic

Temple Logic was founded in 2009 by Jeff Daniels and has grown to become a premier provider of .NET, Angular, and Cloud development resources. Jeff and the Temple team, which includes custom software developers, cloud architects, SQL database administrators, PCI and security experts, and software QA testers, deliver premier solutions to clients across the United States.

Onside Product Specifications

Onside’s initial product, which launched in January 2021, included the following specifications:

  • Easy drafting and Q&A tools for audits and documents
  • Data and knowledge management functionality for end-user teams
  • Time-stamped reporting
  • Database of state-specific audits for first state
  • Database of state-compliant standard operating policies and procedures for first state
  • Scalable database for adding additional states
  • Customizable standard operating procedure templates
  • Customizable reporting
  • Centralized administrative control of user access

Subsequent to initial product launch, Onside added additional features, in response to market feedback:

  • Quiz functionality, expanded training features
  • Video functionality for training and auditing
  • Date- and time-stamped checklists and audits assignable on a one-time or recurring basis
    • Integration with Google calendar

 

 

 

Founding Team

Dede Perkins

A graduate of Colby College, owner and co-founder, Dede Perkins has worked in the cannabis industry since 2013, writing license-winning cultivation, manufacturing, dispensary, and adult-use retail applications in highly competitive states, including California, Maryland, Massachusetts, Missouri, Nevada, New York, Ohio, Utah, and Pennsylvania. She has toured cultivation, manufacturing, and dispensary operations in multiple states, and in addition to writing winning license applications, has written marketing copy, employee manuals, dispensary manuals, cultivation manuals, and standard operating procedures for cannabis industry clients.

 

Tony Perkins

A graduate of Colby College and the University of Maine School of Law, co-founder Tony Perkins has practiced law at Bernstein, Shur, Sawyer and Nelson, a 120-attorney law firm with offices in Portland, Maine and Manchester, New Hampshire, since 1985.  A shareholder since 1991, Tony served for over ten years as co-chair of the firm’s Business Law Group and now serves as co-chair of the firm’s Technology, Outsourcing & Data Security Practice Group. As a business and technology attorney, Tony has worked with software leaders in national and international markets and has assisted technology-oriented companies with start-up, financing, product commercialization and sales and merger transactions for over twenty years.

 

Advisory Team

Richard Clark – Chief financial officer (Clark Interim)

Jeff Daniels – Software development (Temple Logic)

Jaimie Schwartz – Legal (Bernstein, Shur)

Greg May – CannaRev Solutions

Sheri Tarr – 68’Partners

Leah Heiss – Gemini Twin Consulting

BriAnne Ramsay – Rocky Mountain Cannabis Consulting

Onside continues to network with individuals with key industry and professional experience to supplement its current advisory board.

Exit Strategy

 

Onside’s software-as-a-service model has the potential to generate significant revenue within the growing cannabis and hemp industries. The Company’s exit strategy is an acquisition or merger, in five to six years. Prospective acquirers include an established seed-to-sale technology provider, private equity fund, or a strategic buyer looking to enter and capitalize on the growing cannabis and hemp markets.

 

For additional information, contact:

 

Dede Perkins | dperkins@onsidecompliance.com | 207-671-3904

Tony Perkins | tperkins@onsidecompliance.com |207-831-2705

 

Business Plan -The Co-Issuer

 

WeFunder (the “Co-Issuer”) was formed by or on behalf of the Company in Delaware and is operated as a “crowdfunding vehicle” pursuant to an exemption from the IC Act provided in IC Act Rule 3a-9.. The Co-Issuer was formed for the sole purpose of directly acquiring, holding, and disposing of the Companies in one or more offerings made in compliance with Regulation Crowdfunding under the Securities Act.

In compliance with the Securities Act and IC Act, the Co-Issuer’s organizational documents and agreements with the Company specify or contemplate d1at the Co-Issuer:

  • Does not borrow money and is only permitted to use the proceeds from the sale of to purchase the Companies;
  • Will issue  only  one  class  of  securities  in  one  or  more offerings  under  Regulation Crowdfunding in which it and the Company are deemed to be co-issuers under the Securities Act;
  • Has received a written undertaking from the Company to fund or reimburse the expenses

associated with its formation, operation, or winding up, will receive no other compensation, and any compensation paid to any person operating the Co-Issuer will be paid solely by the Company;

  • Will maintain the same fiscal year-end as the Company;
  • Will maintain a one-to-one relationship between the number, denomination, type and rights of it owns and the number, denomination, type and rights of its securities outstanding;
  • Will seek instructions from the holders with regard to:
  • Participating in tender or exchange offers or similar transactions conducted by the

Company, noting that it will only participate in sud1 transactions in accordance with such instructions;

  • Has received and will, in the future, otherwise provide when received from the Company all disclosures and other information required under Regulation Crowdfunding;
  • Will promptly provide disclosures and other information received by the Company to the investors and potential investors in the relevant intermediary; and
  • Will provide to each investor the right to direct the Co-Issuer to assert the rights under State

and Federal law that the investor would have if he or she had invested directly in the Company and will provide to each investor any information that it receives from the Company as a shareholder of record of the Company.

 

CAPITALIZATION OF THE COMPANY/DESCRIPTION OF ISSUER’S SECURITIES

 

Class of Security

Securities (or Amount) Authorized

Securities (or Amount) Outstanding

Voting Rights

Other Rights

Common Stock

3,000,000

504,970

☒ Yes ☐ No

☐ Yes ☒ No

Specify:

Convertible Debt Securities

$850,000.00

$750,000.00

☐ Yes ☒ No

☒ Yes ☐ No

Specify: Convertible to shares issued in next priced equity round

SAFE Investments

$150,000.00

$60,000.00

☐ Yes ☒ No

☒ Yes ☐ No

Specify: Convertible to shares issued in next priced equity round

 

 

Indebtedness of the Issuer:

Instrument

Amount Outstanding

Interest Rate

Maturity Date

Other Material Terms

Convertible Promissory Notes

$650,000.00

5%

2027

Convertible to shares issued in the next priced equity round

 

Other exempt offerings conducted within the past three years:

May 2021 – Common stock offering pursuant to 506(b) of Regulation D.  This offering raised $120,000 which was used for general operations and continuing software development.

November 2021 through Q1 of 2022 – Crowdfunding SAFE offering under Regulation CF via WeFunder platform.  This offering raised $65,000 which was used for general operations and continuing software development.

June 2022 – Convertible Debt offering pursuant to 506(b) of Regulation D. This offering raised $650,000 which was used for general operations and continuing software development.

The Company has not engaged in any further Crowdfunding offerings and has no current plans to do so in the future.

 

 

FINANCIAL CONDITION OF THE ISSUER

 

The Company continues to operate at a loss as it continues to develop its ProCanna software platform and penetrate state markets across the United States.  The financial downturn in the general economy and in the cannabis markets, in particular, during 2022 and 2023 have created a difficult operating environment for the Company’s targeted customers.  That financial stress has created market challenges for the Company which likely will continue well into 2024.  Recent trends appear to be somewhat positive but the outlook remains difficult until certain federal actions such as federal banking authorization and rescheduling of cannabis from a Schedule I to a Schedule III substance are completed. It is uncertain when Congress will enact a federal banking act for cannabis businesses and when the DEA will reschedule cannabis to Schedule III as recommended by the Department of Health and Human Services in late 2023.

 

The Company will continue to explore options for raising investment capital later in 2024, including convertible debt and possibly a priced equity round of funding.  The funds raised, if any, will continue to support the ongoing software development and the general operations. The founders of the Company continue to provide financial support as needed via the Company’s convertible debt funding program.

 

Further discussion of the United States cannabis market and the Company’s operation in that market are set out in the business summary included with this report. 

 

ONGOING REPORTING

 

The issuer will file a report electronically with the Securities & Exchange Commission annually and post the report on its website, no later than:

 

(120 days after the end of each fiscal year covered by the report).

 

Once posted, the annual report may be found on the issuer’s website at:

 

The issuer must continue to comply with the ongoing reporting requirements until:

(1) the issuer is required to file reports under Section 13(a) or Section 15(d) of the Exchange Act;

(2) The issuer has filed, since its most recent sale of securities pursuant to this part, at least one annual report pursuant to this section and has fewer than 300 holders of record;

(3) The issuer has filed, since its most recent sale of securities pursuant to this part, the annual reports required pursuant to this section for at least the three most recent years and has total assets that do not exceed $10,000,000;

(4) the issuer or another party repurchases all of the securities issued in reliance on Section 4(a)(6) of the Securities Act, including any payment in full of debt securities or any complete redemption of redeemable securities; or

(5) the issuer liquidates or dissolves its business in accordance with state law.

CONFLICTS OF INTEREST

 

To the best of our knowledge the Issuers have not engaged in any transactions or relationships, which may give rise to a conflict of interest with the Company or the Co-Issuer, their operations or its security holders.

 

 

OTHER INFORMATION

 

The Company has not failed to comply with the ongoing reporting requirements of Regulation CF§ 227.202 in the past.

 

BAD ACTOR DISCLOSURE

 

The Company is not subject to any Bad Actor Disqualifications under any relevant U.S. securities laws.

 

 

 

 

 

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding (§ 227..100 et seq.), the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form C-AR and has duly caused this Form to be signed on its behalf by the duly authorized undersigned.

 

The issuer also certifies that the attached financial statements are true and complete in all material respects..

 

 

 ls/Deirdre J. Perkins

(Signature)

 

Deirdre J. Perkins

(Name)

 

 Co-founder and CEO

(Title)

 

 

 

Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding (§ 227.100 et seq.), the co-issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form C and has duly caused this Form to be signed on its behalf by the duly authorized undersigned.

 

The co-issuer also certifies that the attached financial statements are true and complete in all material respects.

 

 

 ls/Nicholas Tommarello

(Signature)

 

 Nicholas Tommarello

(Name)

 

 CEO of Wefunder

(Title)

 

 

Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding (§ 227..100 et seq.), this Form C-AR has been signed by the following persons in the capacities and on the dates indicated.

 

 ls/Deirdre J. Perkins

(Signature)

 

Deirdre J. Perkins

(Name)

 

 Founder and CEO

 

 

 

(Date) April 30, 2024