Possible Board Positions will be Considered with investments over $250K. Please Inquire.
Run2Play is gaming fitness by building the FITchain, a graphene protocol based
blockchain that records a user’s activity for life, locked behind a personal key
they can only access.
Our Platform uses RUNcoin, and proof-of-FITness, to
reward users for their fitness activity, bringing the power back to the people
when it comes to their data.
Run2Play believes that with the democratization of currency
through exercise, we could obtain a future where being fit could mean being fed.
How far would you run to feed the world?
CEO & Founder
Co Founder, CCO
Head of Design
Lead Blockchain Engineer
Head of Marketing
Head of Gamification
CEO @ Motive Interactive Entrepreneur | Advisor
Chief Risk Officer at Elutions - Principal at Hashmine Capital
Co-Founder & Executive Director of the AVA Foundation
Sr. Product Manager at The Walt Disney Company
Data & Programmatic Strategy
Chief Technical Officer and Co-Founder at FlipSnap
Mobile UX Designer @ Symantec
Business Development Manager
(i) The purchase of private company stock of a new business is speculative and involves substantial risk. There is no guarantee that the Company will earn a profit or assure the return of an investor's capital.
(ii) Not Subject to Sarbanes Oxley - The Company is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies.
(iii) Startup Investment Risk - Investments in small businesses and start-up companies are often risky.
(iv) State and Federal Security Laws - The securities being offered (which include any future stock or tokens, collectively the "Securities") have not been registered under the Securities Act of 1933 (the "Securities Act"), in reliance, among other exemptions, on the exemptive provisions of article 4(2) of the Securities Act and Regulation D under the Securities Act.
(v) Unregistered Securities - The Securities will not be registered, and no one has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of the offering.
(vi) Lack of Liquidity - There has been no public or private market for the Securities, and there can be no assurance that any such market would develop in the foreseeable future.
(vii) Limited Operating History - The Company has limited operating history. The Company is still in an early phase, and is just beginning to implement its business plan. There can be no assurance that it will ever operate profitably.
(viii) Additional Capital May Be Needed - The Company may need additional capital, which may not be available.
(ix) Offering Price - The offering price of the securities have been arbitrarily determined and may not be indicative of its actual value or future market prices. The offering price was not established in a competitive market, but was determined by the Company.
(x) Management Discretion - The Company's management may have broad discretion in how the Company use the net proceeds of an offering.
(xi) Operations and Growth - The Company may not be able to manage its potential growth. For the Company to succeed, it needs to experience significant expansion. There can be no assurance that it will achieve this expansion.
(xii) Competition - The Company faces significant competition. The Company faces competition from other companies, some of which might have received more funding than the Company has.
(xiii) Market Acceptance - The Company's growth relies on market acceptance. While the Company believes that there will be significant customer demand for its products/services, there is no assurance that there will be broad market acceptance of the Company's offerings.
(xiv) Corporate Governance - Because the Company's founders, directors and executive officers may be among the Company's largest stockholders, they can exert significant control over the Company's business and affairs and have actual or potential interests that may depart from those of subscribers in the offering.
(xv) Financial Statements - The Company may not have audited financial statements nor is it required to provide investors with any annual audited financial statements or quarterly unaudited financial statements.
(xvi) Risks Related to Future Tokens. Any future utility tokens will be distributed to purchasers thereof pursuant to a future distribution contract. Company makes no representations or warranties, express or implied, including, without limitation, any warranties of title or implied warranties of merchantability or fitness for a particular purpose with respect to the distribution contract or the future utility tokens or their utility, or the ability of anyone to purchase or use the tokens for any purpose. The Company does not make any representation or warranty that the process of receiving the future utility tokens will be reliable and error-free. The Company may never develop a distributed ledger business model, may never develop any utility tokens or may never receive tokens.
(xvii) Until recently, little or no regulatory attention has been directed toward blockchain technologies by U.S. federal and state governments, foreign governments and self-regulatory agencies. As blockchain technology and cryptocoins have grown in popularity and in market size, the U.S. Congress and certain U.S. agencies (e.g., FinCEN and the Federal Bureau of Investigation) have begun to examine the operations of the Bitcoin network and other blockchain technologies, blockchain users and the various crytpocoin exchange markets. Local state regulators such as the California Department of Financial Institutions and the New York State Department of Financial Services have also initiated examinations of Bitcoin and other cryptocoins. Additionally, a U.S. federal magistrate judge in the U.S. District Court for the Eastern District of Texas has ruled that "Bitcoin is a currency or form of money," although there is no indication yet whether other courts or federal or state regulators will follow the federal magistrate's opinion. There is a possibility of future regulatory change altering, perhaps to a material extent, the nature of an investment in the Securities or the ability of the Company to continue to operate. Currently, neither the SEC nor the CFTC has formally asserted regulatory authority over cryptocoin network or cryptocoin trading and ownership.
(xviii) Regulation of tokens (including any future utility token created by the Company) and token offerings such as this, cryptocurrencies, blockchain technologies, and cryptocurrency exchanges currently is undeveloped and likely to rapidly evolve, varies significantly among international, federal, state and local jurisdictions and is subject to significant uncertainty. Various legislative and executive bodies in the United States and in other countries may in the future, adopt laws, regulations, guidance, or other actions, which may severely impact the development and growth of any distributed ledger network developed by the Company and the adoption and utility of the future utility tokens. Failure by the Company, to comply with any laws, rules and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines.
(xix) The regulation of non-currency use of blockchain assets is also uncertain. The CFTC has publicly taken the position that certain blockchain assets are commodities, and the SEC has issued a public report stating federal securities laws require treating some blockchain assets as securities. To the extent that a domestic government or quasi-governmental agency exerts regulatory authority over a blockchain network or asset, the Company Network and any future utility tokens may be materially and adversely affected.
(xx) Blockchain networks also face an uncertain regulatory landscape in many foreign jurisdictions such as the European Union, China and Russia. Various foreign jurisdictions may, in the near future, adopt laws, regulations or directives that affect the ecosystem for any future utility tokens. Such laws, regulations or directives may conflict with those of the United States or may directly and negatively impact our business. The effect of any future regulatory change is impossible to predict, but such change could be substantial and materially adverse to the development and growth of a ecosystem and the adoption and utility of any future tokens. New or changing laws and regulations or interpretations of existing laws and regulations, in the United States and other jurisdictions, may materially and adversely impact the value of the currency in which any future utility tokens may be exchanged, the value of the distributions that may be made by the ecosystem, the liquidity of any future utility token, the ability to access marketplaces or exchanges on which to trade such, and the structure, rights and transferability of any tokens.
(xxi) Although currently cryptocoins are not regulated or are lightly regulated in most countries, including the United States, one or more countries may take regulatory actions in the future that severely restricts the right to acquire, own, hold, sell or use cryptocoins or to exchange cryptocoins for fiat currency. Such an action may also result in the restriction of ownership, holding or trading in any future tokens or the Company's capital stock. Such a restriction could result in the termination and liquidation of the Company at a time that is disadvantageous to Purchasers, or may adversely affect an investment in the Company.
(xxii) There is no assurance that the Company will develop a blockchain or distributed ledger technology or business model. If the Company does develop a blockchain or distributed ledger business solution or network, it is possible that the ecosystem and network will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed ecosystems more generally or distributed applications to be used on the ecosystem. Such a lack of use or interest could negatively impact the development of any future utility token ecosystem and therefore the potential utility of tokens.
The Run2Play ecosystem solves an assortment of problems, most of which are mentioned on the homepage, however more extensively depicted in the whitepaper. In short, we look to solve the epidemic of childhood obesity as well as food insecurity through a large range of products and services.
RUNcoin is The Fitness Currency. The Run2Play app generates currency with a concept called proof-of-FITness This proof-of-FITness in practice generates currency while you exercise. It is created through the monitoring of biometric health data by our own hardware or through the accelerometer on the user’s phone.
Yes and No. There are quite a few companies we see as fringe competitors, like FitBit, Runkeeper, MyFitnessPal, Nike+, etc, but we believe these to be more of future partners or possible acquisitions. The closest two competitors in the space are Sweatcoin and Lympo. Both have raised over $10M and are doing things somewhat differently than us. The former is not a blockchain application and rewards users for steps. The latter leverages Ethereum in order to reward users for consistency. Ethereum on its own is just not capable of handling the transaction level we are going to be looking at, so alternatives need to be used in conjunction.
The quick answer is we manage scalability on and off public and private blockchains at this time. In order for an enterprise level blockchain application to work correctly at this time, we have to leverage many different current technologies.
Manages our development teams
Manages Design Team
Heads our Blockchain Division
|Name of Holder||No. and Class of Securities Now Held||% of Voting Power Prior to offering|
|Joseph Anthony Fargnoli||2,600,000 Class A Common, 1,000,000 Class C Common||87.46|
|Sean McMillen||400,000 Class A Common||4.6|
|Chelsey Clime||240,000 Class A Common||2.76|
|Renat Razumov||450,000 Class A Common||5.18|
|If target amount offering sold||%||If maximum amount sold||%|
|Less: Offering Expenses|
|Estimated 3rd Party Expenses||$1,100||2.2%||$5,000||0.67%|
|Total Offering Expenses||$3,600.00||7.2%||$55,000.00||7.33%|
|If target amount offering sold||%||If maximum amount sold||%|
|Marketing & Advertising||$18,560||37.12%||$139,000||18.53%|
|Legal & SEC Compliance||$13,920||27.84%||$173,750||23.17%|
|Future App Development||$0||0%||$139,000||18.53%|
|Total Use Of Net Proceeds||$46,400.00||100%||$695,000.00||100%|
Run2Play Inc is offering shares of Preferred Stock on a "best efforts, all-or-none" basis with respect to the Minimum Offering Amount ($50,000) and on a "best efforts" basis with respect to the Maximum Offering Amount ($750,000). Each Share will be sold at a purchase price of $1.00 per share. The minimum investment amount per investor is $7,500.
(a) Any provision of this instrument may be amended, waived, or modified only upon written consent of the Company and the Investor.
(b) Any notice required or permitted by this instrument 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.
All of the securities sold in this offering will be issued pursuant to exemptions from
registration under the Securities Act. All such shares will constitute restricted securities as
that term is defined by Rule 144 of the Securities Act.
Restricted securities may not be sold except pursuant to an effective registration statement
filed by the issuer or an applicable exemption from registration, including an exemption
under Rule 144 promulgated under the Securities Act.
In general, under Rule 144 as currently in effect, a person (or persons whose shares are
aggregated), other than a person who has been an affiliate of the Company within a 90-day
period prior to the date of sale, who owns shares that were purchased from the issuer (or
any affiliate), may sell such shares after a holding period of at least six months in
compliance with the applicable requirements of Rule 144. Following a holding period of one
year, non-affiliates may sell shares subject to reduced requirements as set forth in Rule 144.
Affiliates of the issuer are subject to similar restrictions, together with certain additional
restrictions that they will only be entitled to sell within any three-month period a number of
shares that does not exceed 1% of the then outstanding shares of our common stock.
Additional requirements are also applicable to Affiliate sales following a holding period of
one year. Sales under Rule 144 are also subject to certain manner of sale provisions, notice
requirements and the availability of current public information about the issuer.
Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, District Of Columbia, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, Wyoming, Puerto Rico
|Class of Security||Securities Authorized||Securities Outstanding||Voting Rights||Other Rights|
|Class of Security||Securities Authorized||Securities Outstanding||Voting Rights||Other Rights|
|Class A Common Stock||4,500,000||3,690,000||Yes||No|
|Class B Common Stock||2,500,000||810,000||No||No|
|Class C Common Stock||1,000,000||1,000,000||Yes||Yes|
|Securities Reserved for Issuance upon Exercise or Class of Security Conversion|
The Board of Directors may authorize and issue a new series of Preferred Stock, with rights, preferences and privileges that are senior to the rights, preferences and privileges of the Preferred Stock. In addition, the holders of a majority of the outstanding shares of Preferred Stock may agree to waive certain of the rights, preferences and privileges of the Preferred Stock.
Voting Rights of Common Stock Classes: (a) Each holder of shares of Class A Common Stock shall be entitled to one (1) vote for each share of Class A Common Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation. (b) Each holder of shares of Class B Common Stock shall be entitled to no (0) votes for each share of Class B Common Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation. (c) Each holder of shares of Class C Common Stock shall be entitled to five (5) votes for each share of Class C Common Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation.
As holders of a majority-in-interest of voting rights in the Company, the shareholders may make decisions with which the Investor disagrees, or that negatively affect the value of the Investor’s securities in the Company, and the Investor will have no recourse to change these decisions. The Investor’s interests may conflict with those of other investors, and there is no guarantee that the Company will develop in a way that is optimal for or advantageous to the investor.
For example, the shareholders may change the terms of the operating agreement for the company, change the terms of the securities issued by the Company, change the management of the Company, and even force out minority holders of securities. The shareholders may make changes that affect the tax treatment of the Company in ways that are unfavorable to you but favorable to them. They may also vote to engage in new offerings and/or to register certain of the Company’s securities in a way that negatively affects the value of the securities the investor owns. Other holders of securities of the Company may also have access to more information than the Investor, leaving the Investor at a disadvantage with respect to any decisions regarding the securities he or she owns.
In cases where the rights of holders of convertible debt, SAFES, or other outstanding options or warrants are exercised, or if new awards are granted under our equity compensation plans, an Investor’s interest in the Company may be diluted. This means that the pro-rata portion of the Company represented by the Investor’s securities will decrease, which could also diminish the Investor’s voting and/or economic rights. In addition, as discussed above, if a majority-in-interest of holders of securities with voting rights cause the Company to issue additional equity, an Investor’s interest will typically also be diluted.
Based on the risk that an investor’s rights could be limited, diluted or otherwise qualified, the Investor could lose all or part of his or her investment in the securities in this offering, and may never see positive returns.
The offering price for the securities offered pursuant to this offering has been determined arbitrarily by the Company, and does not necessarily bear any relationship to the Company’s book value, assets, earning or other generally accepted valuation criteria. In determining the offering price, the Company did not employ investment banking firms or other outside organizations to make an independent appraisal or evaluation. Accordingly, the offering price should not be considered to be indicative of the actual value of the securities offered hereby.
Because there will likely be no public market for our securities prior to an initial public offering or similar liquidity event, the price of the Preferred Stock that Investors will receive, and/or the total value of the Company’s capitalization, will be determined by our board of directors.
The marketability and value of the Investor’s interest in the Company will depend upon many factors outside the control of the Investor. The company will be managed by its officers and be governed in accordance with the strategic direction and decision-making of its Board of Directors, and the Investor will have no independent right to name or remove an officer or member of the Board of Directors of the Company.
Following the Investor’s investment in the Company, the Company may sell interests to additional investors, which will dilute the percentage interest of the Investor in the Company. The Investor may have the opportunity to increase its investment in the Company in such a transaction, but such opportunity cannot be assured.
Issuer repurchases of securities – The Company may have authority to repurchase its securities from shareholders, which may serve to decrease any liquidity in the market for such securities, decrease the percentage interests held by other similarly situated investors to the Investor, and create pressure on the Investor to sell its securities to the Company concurrently.
A sale of the issuer or of assets of the issuer – As a minority owner of the Company, the Investor will have limited or no ability to influence a potential sale of the Company or a substantial portion of its assets. Thus, the Investor will rely upon the executive management of the Company and the Board of Directors of the Company to manage the Company so as to maximize value for shareholders. Accordingly, the success of the Investor’s investment in the Company will depend in large part upon the skill and expertise of the executive management of the Company and the Board of Directors of the Company. If the Board of Directors of the Company authorizes a sale of all or part of the Company, or a disposition of a substantial portion of the Company’s assets, there can be no guarantee that the value received by the Investor, together with the fair market value remaining in the Company, will be equal to or exceed the value of the Investor’s initial investment in 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 judgement as to the Company’s best interests. The Company may engage in transactions with affiliates, subsidiaries or other related parties, which may be on terms which 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 arising from the existence of any such conflict of interest.