PYNRS

A Streetwear-Inspired Performance Running Apparel Brand. We champion community, culture, and diversity in the sport of running and beyond. https://www.sec.gov/Archives/edgar/data/1999718/000199971824000005/xslC_X01/primary_doc.xml

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Minimum Investment 250

Check to confirm you acknowledge that there are restrictions on the investor’s ability to cancel an investment, it may be difficult to resell the securities, and these investments are risky and the investor can afford to lose his/her entire investment.

$124K

Target raise amount

$0

Max investment amount

$50K

Min raise amount

$250

Min investment amount

60

Total backers

$82K

Total funds raised

66.1

Discussion

Executive Snapshot

Running changed my life when I picked it up 8 years ago after quitting my corporate job to become an entrepreneur.

Since America’s running boom of the 1970s, running has celebrated and centered a narrow and limited idea of what it means to be a runner.

For me, it took seeing another Black man running to consider distance running as an option. I soon fell in love with running because it helped stabilize my mental health as I navigated the highs and lows of entrepreneurship.

In 2017, I created PIONEERS Run Crew in my Dorchester neighborhood in Boston to build community and normalize running for Black and Brown people. 

Over the years of cultivating a diverse community of athletes, I repeatedly noticed and heard two things:

  1. Running apparel didn’t fit a majority of the bodies in our running community, and
  2. The design of the apparel didn't meet the stylistic taste of the runners we served

Inspired by this need, I got to work and soon came to understand that the reason running gear wasn’t fitting is because running apparel has been designed and tested to serve a narrow definition of a 'runner': the Steve Prefontaine archetype. 

I found that running culture and running apparel design is still very much rooted in the Prefontaine era of the 1970s, a time when women and people of color were not readily welcomed into the sport.

Research conducted by Running USA and the Running Industry Diversity Coalition show that diversity in running has grown tremendously with an estimated 16 million runners identifying as BIPOC and 46% of American marathoners identifing as female. The average marathon finishing time has increased and is now between 4-5 hours. 

As a result, the majority of today’s distance runners are underserved from both a fit and design perspective when it comes to their apparel.

More specifically, the running industry is missing out on the potential of the 16 Million BIPOC runners who spend $28.7B a year on running gear and races.

Brands have started supporting and sponsoring diverse running communities. But, history has proven that when “diversity” is no longer trending, budgets dry up and our communities are left with nothing more than free products and empty promises.

But as of 2023, nothing has really changed:

  • 96% of running industry owners are white
  • Only 1% of senior management are Black
  • 8% of running industry employees are Hispanic/Latinx
  • Runners of color continue to express unmet needs across product relevance and function

With the absence of ownership and lack of representation in leadership at most running apparel companies, the experiences of people of color are an afterthought.

The only way to change this narrative is through ownership.

Ownership allows for us to create products for us.

Ownership allows for us to share in the profits of the culture we create.

Ownership allows for us to center our experiences, tell our stories, and own our narrative.

Ownership allows for us to advocate and support our community without fear of repercussions.

Ownership is truly the only solution to a more diverse, equitable, and prosperous running industry.

Together, we can redefine success and reshape the future.

First and Only Black-owned performance running apparel company in the US

Why PYNRS?

Upon realizing that most runners are currently underserved from both a fit and design perspective, I asked myself, what would happen if I began not from the needs of the ideal few, but from the needs of the growing majority of runners who have been largely ignored by the running industry?

PYNRS (pi·o·neer·s) is the answer to this question; championing community, culture, and diversity through highly technical running apparel rooted in streetwear design concepts.

Starting with a fit model that better reflects the average marathon runner’s body type, we craft high-performance running apparel tailored to provide improved fit and support for more runners. Using superior, recycled fabrics, our styles are rigorously tested by the athletes in our community – runners of all levels, shapes and sizes.

We believe that by bringing streetwear silhouettes to premium running apparel, we show new audiences that running is changing. We’re standing up and standing out with our aesthetic, our perspectives, our language and our culture.

We are on a mission to reshape the running industry by centering the experiences of people of color in our product development, marketing, storytelling and by bringing Black ownership to an industry where it doesn’t exist.

We’re not just making clothes - we’re crafting culture. 

Running is changing, quickly. PYNRS is at the forefront of creating products and experiences where everyone is welcome and included. 

Where we light the way, others will follow.

Welcome to the new age of running.

We are the PYNRS.

With a focus on fit and design and by centering the full experiences of people of color in our product development, we have created truly unique and versatile running apparel that is loved and celebrated by our customers.

Based on research conducted by the RIDC, in conjunction with survey data from Running USA, we learned:

  • 16 Million BIPOC runners (34% of all runners in US)
  • The average runner spends $1,795 each year on running gear and races
  • $28.7 Billion spent annually by BIPOC runners

We start by sourcing the highest quality fabrics from a sustainable mill in Italy. The fabrics we use are buttery soft and high performing. We specifically use fabrics that move with your body to better support and fit a wide range of body types.

We design with intention - Each piece is designed to both perform at the highest level of sport while also crossing over to everyday functional use.

More importantly, we have created running apparel that is relevant to the style and culture of BIPOC communities.

From our focus on design, fit, color selection, and overall product line, our customers feel seen and celebrated when wearing PYNRS products.

 

  • February 2021: Launched via rewards crowdfunding and successfully raised over $50,000 from 400 early supporters.
  • November 2021: Received our first round of funding from an angel investor.
  • December 2021: Fulfilled crowdfund orders and launched our e-commerce website. 
  • April 2022: Launched first pop-up shop on Newbury Street in Boston to coincide with the Boston Marathon.
  • May 2022 Accepted into the REI Path Ahead Ventures Navigate program, a 4-month accelerator program that equips founders with funding, mentorship, and strategic guidance.
  • August 2022: Won the grand prize at the ‘Gathering on the Vineyard Prize Competition’, and were awarded $10K from Pharrell William’s Black Ambition.
  • October 2022: Debuted our Season 2 product collection in Chicago, where we launched a pop-up shop to coincide with the Chicago Marathon.
  • November 2022: NYC Marathon Pop up in Brooklyn
  • January 2023: Round of funding led by REI Path Ahead Ventures and RGA Ventures.
  • April 2023: Boston Marathon pop up got a bump in sales because of we still cheered
  • August 2023: Season 3 performance product collection + First streetwear essentials collection
  • September 2023:  Berlin Marathon pop up activation with introduction of Chasing Majors panel. First pop-up outside of the US market
  • October 2023: Chicago Maraton pop-up
  • November 2023: NYC Marathon pop-up in Williamsburg
  • February 2024: Launched 5 run specialty wholesale doors
  • March 2024: Launched 4 REI doors and REI.com.
    Introduced SPIN THE BLOCK race series as an add-on to run specialty product launch
  • April 2024: Partnered with Marathon Sports & Brooks Running on a Boston Marathon pop-up experience
    Hosted first event in London, UK

What makes our brand special, is how we authentically show up in the communities we serve. Our strategy has been to follow the major marathons and races around the world and to create a space for our community to come together in fellowship, host honest conversations, see themselves represented on the walls, and experience the brand in person.

We've created culturally relevant experiences such as:

  • Chasing Majors Panel Talk
  • SPIN THE BLOCK Race Series
  • Women Empowerment Panel Talk (in partnership with LONG DISTANCE & Maurten) 
  • All Crew Shakeout

What we've learned after speaking to 150 of our customers:

- They wear PYNRS because of what the brand stands for

- They feel SEEN and CELEBRATED when wearing PYNRS

- "I wear PYNRS as a badge of honor. When I see others wearing PYNRS, I know they are wearing it because it means something to them."

- "Everyone I talk to about PYNRS is very proud to wear and rep the brand."

- "When I wear PYNRS, I feel empowered"

- "When I wear PYNRS, I feel connected to something bigger"

Accelerating Growth and Securing Future Success

PYNRS has already made a name for ourselves in the performance running market. In the wake of our remarkable initial success, we find ourselves at a pivotal juncture poised for substantial growth. Our dedicated efforts in developing a strong brand identity, high quality products, and investing in community have cultivated a robust and loyal customer base, highlighted by the success of our marathon pop-up shops. 

As we set our sights on the future, we have strategically charted a course to achieve $5 million in annual sales over the next 2-3 years.

Current Success and Foundations for Growth:

The foundation of our success is rooted in the communities we have invested in and the positive reception of our products, evidenced by a devoted and expanding following. Our marathon pop-up shops have not only reinforced our brand presence but have also set the stage for broader market penetration.

Strategic Roadmap to $5 Million Annual Sales:

  1. REI Partnership: The key catalyst to our growth is the growing wholesale account with REI. A successful implementation and subsequent rollout across 70 additional stores present a staggering $4+ million potential. 
  2. Run Specialty Wholesale Partnerships: We envision forging wholesale partnerships with 50 run specialty shops, generating $20,000 per year from each. This strategic move is anticipated to contribute $1 million over the same period, diversifying our revenue streams.
  3. Product Assortment Expansion and Brand Ambassadors: By expanding our product assortment to fill crucial market gaps and extending our reach through our ecommence shop and additional pop-up stores, we anticipate an additional $1 million in revenue. The integration of a brand ambassador structure to support key retail partners further reinforces our market presence and customer engagement.

We stand at the precipice of substantial growth, armed with a comprehensive strategy and a clear roadmap to achieve $5 million in annual sales. With the right infusion of capital, strategic team additions, and a focused approach to execution, we are confident in our ability to capitalize on the opportunities ahead, solidifying our position as a prominent player in the market.

Ownership allows us to show up as our full authentic selves, to create spaces where our community thrives. 

We’ve been running the culture, here’s our chance to own the culture.

Together, we can redefine success and reshape the future.

Now is the time to invest in PYNRS and "vote" with your dollar!

Terms

THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.  

 

PIONEERS APPAREL INC

SAFE

(Simple Agreement for Future Equity)

THIS CERTIFIES THAT in exchange for the payment by [______________] (the “Investor”) of $[____________] (the “Purchase Amount”) on or about [_______________], PIONEERS APPAREL INC, a Delaware corporation (the “Company”), issues to the Investor the right to certain shares of the Company’s Capital Stock, subject to the terms described below.

The “Post-Money Valuation Cap” is $5,000,000.  See Section 2 for certain additional defined terms.

  1. Events

      (a)  Equity Financing. If there is an Equity Financing before the termination of this Safe, on the initial closing of such Equity Financing, this Safe will automatically convert into the greater of: (1) the number of shares of Standard Preferred Stock equal to the Purchase Amount divided by the lowest price per share of the Standard Preferred Stock; or (2) the number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Safe Price.  

      In connection with the automatic conversion of this Safe into shares of Standard Preferred Stock or Safe Preferred Stock, the Investor will execute and deliver to the Company all of the transaction documents related to the Equity Financing; provided, that such documents (i) are the same documents to be entered into with the purchasers of Standard Preferred Stock, with appropriate variations for the Safe Preferred Stock if applicable, and (ii) have customary exceptions to any drag-along applicable to the Investor, including (without limitation) limited representations, warranties, liability and indemnification obligations for the Investor.

      (b)  Liquidity Event.  If there is a Liquidity Event before the termination of this Safe, this Safe will automatically be entitled (subject to the liquidation priority set forth in Section 1(d) below) to receive a portion of Proceeds, due and payable to the Investor immediately prior to, or concurrent with, the consummation of such Liquidity Event, equal to the greater of (i) the Purchase Amount (the “Cash-Out Amount”) or (ii) the amount payable on the number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price (the “Conversion Amount”).  If any of the Company’s securityholders are given a choice as to the form and amount of Proceeds to be received in a Liquidity Event, the Investor will be given the same choice, provided that the Investor may not choose to receive a form of consideration that the Investor would be ineligible to receive as a result of the Investor’s failure to satisfy any requirement or limitation generally applicable to the Company’s securityholders, or under any applicable laws.

                  Notwithstanding the foregoing, in connection with a Change of Control intended to qualify as a tax-free reorganization, the Company may reduce the cash portion of Proceeds payable to the Investor by the amount determined by its board of directors in good faith for such Change of Control to qualify as a tax-free reorganization for U.S. federal income tax purposes, provided that such reduction (A) does not reduce the total Proceeds payable to such Investor and (B) is applied in the same manner and on a pro rata basis to all securityholders who have equal priority to the Investor under Section 1(d).

      (c)  Dissolution Event. If there is a Dissolution Event before the termination of this Safe, the Investor will automatically be entitled (subject to the liquidation priority set forth in Section 1(d) below) to receive a portion of Proceeds equal to the Cash-Out Amount, due and payable to the Investor immediately prior to the consummation of the Dissolution Event.

(d)  Liquidation Priority.  In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard non-participating Preferred Stock.  The Investor’s right to receive its Cash-Out Amount is:

(i)         Junior to payment of outstanding indebtedness and creditor claims, including contractual claims for payment and convertible promissory notes (to the extent such convertible promissory notes are not actually or notionally converted into Capital Stock);

(ii)        On par with payments for other Safes and/or Preferred Stock, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred Stock, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Stock in proportion to the full payments that would otherwise be due; and

(iii)       Senior to payments for Common Stock.

The Investor’s right to receive its Conversion Amount is (A) on par with payments for Common Stock and other Safes and/or Preferred Stock who are also receiving Conversion Amounts or Proceeds on a similar as-converted to Common Stock basis, and (B) junior to payments described in clauses (i) and (ii) above (in the latter case, to the extent such payments are Cash-Out Amounts or similar liquidation preferences).

(e)  Termination.  This Safe will automatically terminate (without relieving the Company of any obligations arising from a prior breach of or non-compliance with this Safe) immediately following the earliest to occur of: (i) the issuance of Capital Stock to the Investor pursuant to the automatic conversion of this Safe under Section 1(a); or (ii) the payment, or setting aside for payment, of amounts due the Investor pursuant to Section 1(b) or Section 1(c).

  1. Definitions

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

      “Change of Control” means (i) a transaction or series of related transactions in which any “person” or “group” (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding voting securities of the Company having the right to vote for the election of members of the Company’s board of directors, (ii) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Company.

Company Capitalization” is calculated as of immediately prior to the Equity Financing and (without double-counting, in each case calculated on an as-converted to Common Stock basis):

  • Includes all shares of Capital Stock issued and outstanding;
  • Includes all Converting Securities;
  • Includes all (i) issued and outstanding Options and (ii) Promised Options; and
  • Includes the Unissued Option Pool, except that any increase to the Unissued Option Pool in connection with the Equity Financing shall only be included to the extent that the number of Promised Options exceeds the Unissued Option Pool prior to such increase.

Converting Securities” includes this Safe and other convertible securities issued by the Company, including but not limited to: (i) other Safes; (ii) convertible promissory notes and other convertible debt instruments; and (iii) convertible securities that have the right to convert into shares of Capital Stock. 

      “Direct Listing” means the Company’s initial listing of its Common Stock (other than shares of Common Stock not eligible for resale under Rule 144 under the Securities Act) on a national securities exchange by means of an effective registration statement on Form S-1 filed by the Company with the SEC that registers shares of existing capital stock of the Company for resale, as approved by the Company’s board of directors. For the avoidance of doubt, a Direct Listing shall not be deemed to be an underwritten offering and shall not involve any underwriting services.

      “Dissolution Event” means (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the Company’s creditors or (iii) any other liquidation, dissolution or winding up of the Company (excluding a Liquidity Event), whether voluntary or involuntary.

      “Dividend Amount” means, with respect to any date on which the Company pays a dividend on its outstanding Common Stock, the amount of such dividend that is paid per share of Common Stock multiplied by (x) the Purchase Amount divided by (y) the Liquidity Price (treating the dividend date as a Liquidity Event solely for purposes of calculating such Liquidity 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 valuation, including but not limited to, a pre-money or post-money valuation.

      “Initial Public Offering” means the closing of the Company’s first firm commitment underwritten initial public offering of Common Stock pursuant to a registration statement filed under the Securities Act.

      “Liquidity Capitalization” is calculated as of immediately prior to the Liquidity Event, and (without double- counting, in each case calculated on an as-converted to Common Stock basis):

  • Includes all shares of Capital Stock issued and outstanding;
  • Includes all (i) issued and outstanding Options and (ii) to the extent receiving Proceeds, Promised Options;
  • Includes all Converting Securities, other than any Safes and other convertible securities (including without limitation shares of Preferred Stock) where the holders of such securities are receiving Cash-Out Amounts or similar liquidation preference payments in lieu of Conversion Amounts or similar “as-converted” payments; and
  • Excludes the Unissued Option Pool.

 

      “Liquidity Event” means a Change of Control, a Direct Listing or an Initial Public Offering.

      “Liquidity Price” means the price per share equal to the Post-Money Valuation Cap divided by the Liquidity Capitalization.  

      “Options” includes options, restricted stock awards or purchases, RSUs, SARs, warrants or similar securities, vested or unvested.

Proceeds” means cash and other assets (including without limitation stock consideration) that are proceeds from the Liquidity Event or the Dissolution Event, as applicable, and legally available for distribution. 

Promised Options” means promised but ungranted Options that are the greater of those (i) promised pursuant to agreements or understandings made prior to the execution of, or in connection with, the term sheet or letter of intent for the Equity Financing or Liquidity Event, as applicable (or the initial closing of the Equity Financing or consummation of the Liquidity Event, if there is no term sheet or letter of intent), (ii) in the case of an Equity Financing, treated as outstanding Options in the calculation of the Standard Preferred Stock’s price per share, or (iii) in the case of a Liquidity Event, treated as outstanding Options in the calculation of the distribution of the Proceeds.

      “Safe” means an instrument containing a future right to shares of Capital Stock, similar in form and content to this instrument, purchased by investors for the purpose of funding the Company’s business operations.  References to “this Safe” mean this specific instrument.

      “Safe Preferred Stock” means the shares of the 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 initial conversion price for purposes of price-based anti-dilution protection, which will equal the Safe Price; and (ii) the basis for any dividend rights, which will be based on the Safe Price.  

      “Safe Price” means the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization.

      “Standard Preferred Stock” means the shares of the series of Preferred Stock issued to the investors investing new money in the Company in connection with the initial closing of the Equity Financing.

      “Unissued Option Pool” means all shares of Capital Stock that are reserved, available for future grant and not subject to any outstanding Options or Promised Options (but in the case of a Liquidity Event, only to the extent Proceeds are payable on such Promised Options) under any equity incentive or similar Company plan.

  1. Company Representations

      (a)  The Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.

      (b)  The execution, delivery and performance by the Company of this Safe is within the power of the Company and has been duly authorized by all necessary actions on the part of the Company (subject to section 3(d)). This Safe constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.  To its knowledge, the Company is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.

      (c)  The performance and consummation of the transactions contemplated by this Safe do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material debt or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.

      (d)  No consents or approvals are required in connection with the performance of this Safe, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.

      (e)  To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.

  1. Investor Representations

      (a)  The Investor has full legal capacity, power and authority to execute and deliver this Safe and to perform its obligations hereunder. This Safe constitutes valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

      (b)  The Investor has been advised that this Safe and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Investor is purchasing this Safe and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.

  1. Miscellaneous

      (a)  Any provision of this Safe may be amended, waived or modified by written consent of the Company and either (i) the Investor or (ii) the majority-in-interest of all then-outstanding Safes with the same “Post-Money Valuation Cap” and “Discount Rate” as this Safe (and Safes lacking one or both of such terms will be considered to be the same with respect to such term(s)), provided that with respect to clause (ii): (A) the Purchase Amount may not be amended, waived or modified in this manner, (B) the consent of the Investor and each holder of such Safes must be solicited (even if not obtained), and (C) such amendment, waiver or modification treats all such holders in the same manner. “Majority-in-interest” refers to the holders of the applicable group of Safes whose Safes have a total Purchase Amount greater than 50% of the total Purchase Amount of all of such applicable group of Safes.

      (b)  Any notice required or permitted by this Safe will be deemed sufficient when delivered personally or by overnight courier or sent by email to the relevant address listed on the signature page, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address listed on the signature page, as subsequently modified by written notice.

      (c)  The Investor is not entitled, as a holder of this Safe, to vote or be deemed a holder of Capital Stock for any purpose other than tax purposes, nor will anything in this Safe be construed to confer on the Investor, as such, any rights of a Company stockholder or rights to vote for the election of directors or on any matter submitted to Company stockholders, or to give or withhold consent to any corporate action or to receive notice of meetings, until shares have been issued on the terms described in Section 1.  However, if the Company pays a dividend on outstanding shares of Common Stock (that is not payable in shares of Common Stock) while this Safe is outstanding, the Company will pay the Dividend Amount to the Investor at the same time.

      (d)  Neither this Safe nor the rights in this Safe are transferable or assignable, by operation of law or otherwise, by either party without the prior written consent of the other; provided, however, that this Safe and/or its rights may be assigned without the Company’s consent by the Investor (i) to the Investor’s estate, heirs, executors, administrators, guardians and/or successors in the event of Investor’s death or disability, or (ii) to any other entity who directly or indirectly, controls, is controlled by or is under common control with the Investor, including, without limitation, any general partner, managing member, officer or director of the Investor, or any venture capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same management company with, the Investor; and provided, further, that the Company may assign this Safe in whole, without the consent of the Investor, in connection with a reincorporation to change the Company’s domicile.

      (e)  In the event any one or more of the provisions of this Safe is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Safe operate or would prospectively operate to invalidate this Safe, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this Safe and the remaining provisions of this Safe will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.

      (f)  All rights and obligations hereunder will be governed by the laws of the State of Delaware, without regard to the conflicts of law provisions of such jurisdiction.

      (g)  The parties acknowledge and agree that for United States federal and state income tax purposes this Safe is, and at all times has been, intended to be characterized as stock, and more particularly as common stock for purposes of Sections 304, 305, 306, 354, 368, 1036 and 1202 of the Internal Revenue Code of 1986, as amended.  Accordingly, the parties agree to treat this Safe consistent with the foregoing intent for all United States federal and state income tax purposes (including, without limitation, on their respective tax returns or other informational statements).

      (h)  This Safe constitutes the entire agreement between the parties relative to the subject matter hereof, and supersedes all proposals, written or oral, and all other communications between the parties relating to the subject matter of this Safe, including, specifically, the Profit Sharing Agreements, each of which is cancelled, null and void, and of no further force or effect.

      (i)   From time to time, the parties will execute and deliver such additional documents and will provide such additional information as may reasonably be required to carry out the terms of this Safe and any agreements executed in connection herewith.

      (j)   This Safe may be executed in two or more counterparts, each one of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and electronic, digitally reproduced, and facsimile signatures will be effective as originals.

(Signature page follows)

 

IN WITNESS WHEREOF, the undersigned have caused this Safe to be duly executed and delivered.

 

PIONEERS APPAREL INC

 

By:                                                      

  Sidney Baptista, President

Address: 1452 Dorchester Ave, 2nd Fl
                 Dorchester, MA 02122

                                                                                    Email: sid@pynrs.com

                                                                                    INVESTOR:

                                                                                    By:                                                                      

                                                                                    Name:

 

                                                                                    Address: __________________________________

                                                                        Email: ________________________________

 

Perks

1 Comments

T

Teddy Lyons

Hi there, a) What is your most recent monthly burn rate? b) What is your most recent monthly cash on hand? c) Are you raising a parallel angel or VC round simultaneously? If yes, who is investing in this round?

S

Sidney Baptista

Teddy Lyons

c) Are you raising a parallel angel or VC round simultaneously? We are not currently raising a parallel round but do plan to raise later this fall after the round closes

S

Sidney Baptista

Teddy Lyons

Our business is seasonal based on the World Major Marathons: Tokyo in March, Boston and London in April, Berlin in September, Chicago in October and NYC in November. You will see spikes in both revenue and expenses in these months b) What is your most recent monthly cash on hand? Monthly Cash on hand: Jan $3.5K Feb $46K March $14.5K April $46k

S

Sidney Baptista

Teddy Lyons

Hi Teddy, thanks for the questions and apologies for the delayed response. We needed to file and amendment to include 2023 financials to allow us to raise funds beyond 4/30. a) What is your most recent monthly burn rate? Monthly Gross burn rate: Jan $12K Feb $12K March $51K April $61k May $22K Mostly Net burn Rate Jan -$10K Feb -$61K March $44K April -$14k May $18K

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