In addition to the securities offered, each investor at the various investment levels below will receive perks from the Company, as detailed below. For a full description of the voting rights of the Shares offered herein, please review the Certificate of Incorporation (Exhibit 1A-2A) and Bylaws (Exhibit 1A-2B). Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(c) of Regulation A. The warrants (a) are not exercisable or convertible more than five years from the qualification date of the offering circular pursuant to FINRA Rule 5110(f)(2)(G)(i); (b) comply with lock-up restrictions pursuant to FINRA Rule 5110(g)(1); and (c) comply with transfer restrictions pursuant to FINRA Rule 5110(g)(2)(A)(ii). The Company does not expect to create any additional classes of stock during the next 12 months, but the Company is not limited from creating additional classes which may have preferred dividend, voting and/or liquidation rights or other benefits not available to holders of its Shares if it chooses to do so. You may be required to travel to an official Armed Forces Brewing Company location to taste the beer and provide feedback, or the tasting may take place at our annual shareholder event. The Shares being offered are held in book-entry form. The companys beers are distributed throughout Southern California.Armed Forces Brewing Companys beers have been well-received by critics. For example, in December 2017, the Tax Act was enacted into United States law. The FASB issues ASUs to amend the authoritative literature in ASC. All statements other than statements of historical fact or relating to present facts or current conditions included in this Offering Circular, and any documents incorporated by reference are forward-looking statements. are offering to sell, and seeking offers to buy, the Shares only in jurisdictions where offers and sales are permitted. Funds received from investors will be counted towards the Offering only if the form of payment clears the payment processing and/or banking system and represents immediately available funds held by the Company prior to the termination of the subscription period, or prior to the termination of the extended subscription period if extended for by the Company, or as otherwise set out herein. Holders of the Companys Class C Shares shall rank pari passu with each other and with any other series or class of the Companys with respect to the payment of dividends. The Armed Forces Brewing stock price is $10 per share of Class C Non-Voting Common Stock, with a minimum of a $200 investment. The Company has been and will likely continue to be affected by the coronavirus pandemic. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking). Furthermore, the issuance by the Company of any additional securities pursuant to any future fundraising activities undertaken by the Company or could result in an issuance of securities whose rights, preferences and privileges are senior to those of existing Shareholders including you and could dilute the ownership or benefits of ownership of existing Shareholders including, but not limited to reducing the value of the Shares of Class C. Common Stock subscribed for under this Offering. There may also be earnings dilution, with a reduction in the amount earned per Share, although this typically occurs only if the Company offers dividends, and most early-stage companies like the Company are unlikely to offer dividends, preferring to invest any earnings into the Company. In addition, if the Company needs to raise more equity capital from the sale of additional stock or notes, institutional or other investors may negotiate terms at least as, and possibly more favorable than the terms of your investment. For a full description of the rights of the Shares, please see the section of this Offering Circular entitled Securities Being Offered below. Naval Academy, but we have no intention of being a local craft beer. These important risk factors include, but are not limited to: The Company is a relatively new entity with limited tangible assets and its continued operation may require substantial additional funding. The Companys Chief Executive Officer may be reached at 410-999-4117 or via e-mail to alan@armedforcesbrewingco.com. Workers at Remedy House Coffee in New York City just announced intentions to join. If you are making an investment expecting to own a certain percentage of the Company or expecting each Share to hold a certain amount of value, it is important to realize how the value of those Shares can decrease by actions taken by the Company. The OTC Pink Sheets provide significantly less liquidity than the NASDs automated quotation system, or NASDAQ Stock Market. Such concentrated control of the Company may adversely affect the price of the Shares. Navykicked the crap out ofVirginia.. The text on this website is a summary but does not contain all of the terms of our securities offering. In February 2019, FASB issued ASU No. Reliance on its own breweries may expose the Company to capacity constraints and risk of disruption of supply, as these breweries are operating at or close to current capacity in peak months. As of December 31, 2020, the Company had $18,962 in a corporate checking account. But honestly, I dont really give a shit about the commercial, and I dont think you should either. Contributing to distribution risk is the fact that the Companys distribution agreements will likely be terminable by the distributors on relatively short notice. In addition, the Company being unable to contract brew its beer for several months, thus reducing overall expenses, but also reducing the ability to generate revenues due to lack of inventory, contributed to the material change in net loss. These privacy and data protection-related laws and regulations are evolving, with new or modified laws and regulations proposed and implemented frequently and existing laws and regulations subject to new or different interpretations. For further explanation and details, see the Table of Beneficial Ownership herein. The delivery of this Form 1-A and Offering Circular at any time does not imply that the information contained herein is correct as of any time subsequent to the date of this Form 1-A and Offering Circular. As with all investments in securities, if you sell the Shares, you will probably need to pay tax on the long-term or short-term capital gains that you realize if sold at a profit or set any loss against other income. Thus, classification of our assets as plan assets could make the management a fiduciary of an investing plan. Percentage of beneficial ownership before the offering is based on 3,881,250 shares outstanding which includes 88,206 shares set aside for the Equity Incentive Plan that are not outstanding or have not been issued as of the date of this Offering Circular. Dalmore may engage the services of additional FINRA member broker-dealers as part of a selling group, and those additional broker-dealers may be paid additional fees to those disclosed herein. THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. My phone advertised me the announcement of the brewery last week as being different than other breweries. As has occurred with many Internet-based businesses, the Company may be subject to "denial-of-service" attacks in which unknown individuals bombard its computer servers with requests for data, thereby degrading the servers' performance. Unless otherwise indicated and subject to applicable community property laws, to the Companys knowledge, each shareholder named below possesses sole voting and investment power over their shares, where applicable. Either way, the holders of the convertible notes get more shares for their money than would new investors in that subsequent round. Encryption software and the other technologies used to provide security for storage, processing and transmission of confidential customer and other information may not be effective to protect against data security breaches by third parties. Save my name, email, and website in this browser for the next time I comment. The escrow agreement with PrimeTrust is attached as Exhibit 1A-8. None of the Securities Offered Are Being Sold By Present Security Holders. Note that the Companys preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of its consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Rob is one of the most highly decorated combat veterans of our time and in addition to his duties with Armed Forces Brewing, is a sought-after public speaker, social media influencer, and a best-selling author of the New York Times best-selling book The Operator: Firing the Shots That Killed Osama bin Laden and My Years as a SEAL Team Warrior. Robs presence on our team not only gives instantaneous authenticity to our brands, but also connections to the military that we believe will allow us to grow and scale quickly. Articles may contain affiliate links which enable us to share in the revenue of any purchases made. Our business, financial condition, results of operations, and prospects may have changed since that date. Brewery. You will attend a shooting range event with members of our management and advisory staff. Armed Forces Brewing Companywas selected. The Company has engaged PrimeTrust to provide escrow services and all investor funds be held in that account (the Escrow Account) until compliance by the broker-dealer is complete. 1 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. Armed Forces Brewing Company is dedicated to producing high-quality, handcrafted beers that honor the service and sacrifice of the men and women of the United States Armed Forces.The companys flagship beer is its West Coast IPA, which is a tribute to the Marines 3rd Battalion, 5th Marine Regiment, also known as The Darkhorse Battalion. The Darkhorse Battalion has a long history of distinguished service, dating back to World War II. Thus, if the Offering is fully subscribed, the net tangible book value per Share owned by the Companys current shareholders will have immediately increased by approximately $0.4623 per share without any additional investment on their part and the net tangible book value per Share for new investors will be immediately diluted to $0.4618 per Share. The following table of beneficial ownership sets forth information regarding beneficial ownership of the Companys shares as of the date of this Offering Circular. Mr. Almericos law firm, Kendall A. Almerico, P.A., is counsel named in this Offering Circular as having prepared this Offering Circular. Watch on. Special Hops by Armed Forces Brewing Company is a IPA - American which has a rating of 3.5 out of 5, with 182 ratings and reviews on Untappd. value means fair market value where available. If the Companys securities ever publicly trade, they may be relegated to the OTC Pink Sheets. The list is not intended to be a comprehensive list of all of its accounting policies. The Company's ability to generate significant revenues will depend, in large part, on the Company's ability to successfully market the Company's products to potential customers and who may not be convinced of the need for the Company's products and services or who may be reluctant to rely upon third parties to develop and provide these products. In addition to the fees above, the Company shall grant to Dalmore (or their designees and assignees) cashless warrants equivalent to 3% of the number of shares of Class C common stock sold in the offering, at no cost ($0.00 per share). It is anticipated that income and gain from an investment in the Shares will not be taxed as UBTI to tax exempt shareholders, because they are participating only as passive financing sources. In part, this alert states that investing using a credit card has several risks including, but not limited to high interest rates, credit risk, transaction fees, credit card abuse, unauthorized charges on your credit card statements and risks related to third-party payment processors. A Disruption In Brewing Activities Could Have A Material Adverse Effect. The maximum gross proceeds from the sale of the Shares in this Offering are $7,500,000.00. You will participate in a military-based planned activity with members of our management and advisors. Armed Forces Brewing Company is a privately owned microbrewery that was founded in San Diego, California in 2014. Funds tendered by investors will be kept in the escrow, holding or banking account until the next closing after they are received in the account. All inquiries regarding this Offering should be. 21 See more Follow us on social media: Instagram: armedforcesbrewingcompany Twitter: @ArmedForcesBC Parler: @ArmedForcesBrewingCompany 78,244 people like this 80,203 people follow this The two tables above do not reflect the anticipated dilution that will occur if the Company authorizes and issues additional shares of Class C Common Stock or shares of a different class of stock in the future, nor do they include dilution that will occur if any of the broker-dealers are issued warrants which ultimately are exercised. But theres more. There is no assurance that the maximum number of Shares in this offering will be sold. Armed Forces Brewings team and business plan was created with the ability to mass scale. They have an additional 53 package stores on military bases overseas that have an annual revenue of $85 million. However, with the mega-beer merger not going exactly as planned, there are better beer investments than AB InBev. $0. However, upon closer review, I realize its spot on. There can be no assurance that management's use of proceeds generated through this offering will prove optimal or. As a result, The Company expects to continue to experience substantial negative cash flow for at least the foreseeable future and cannot predict when, or even if, the Company might become profitable. For sales of securities through Dalmore Group, LLC: (1) The Company shall pay Dalmore Group, LLC (Dalmore) a cash success fee equivalent to 5% of the gross proceeds raised in the Offering. You should read and understand the significance of these rights and seek the opinion of your investment advisors before purchasing the Shares being offered. We want you to invest and come along for the ride with us, but if you are looking for a stock you can buy today and sell tomorrow or in the near future, this investment is not for you. An important part of Armed Forces Brewings mission is to use our success to give back to our brave men and women currently deployed, and our veterans, who have served our country in the defense of freedom. Loss of the services of one or more of these individuals could have a material adverse effect upon the Company's business, financial condition or results of operations. Mainvest is a company that helps aggregate and promote available investment opportunities with small brick-and-mortar businesses in a variety of sectors for as little as $100. Effective January 1, 2019, the Company adopted Accounting Standards Codification 606, Revenue from Contracts with Customers ("ASC 606"). Attract and retain qualified personnel, as well as develop, train and manage management-level and other employees. See Page 68 below for further details. James Clark is the Deputy Editor of Task & Purpose and has been with the publication since 2015. The Company is, in addition to the risks set out below, subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. This Offering Circular and this section do not purport to give a complete description of all rights related to the Shares of Class C Common Stock, and both are qualified in their entirety by the provisions of the Companys Certificate of Incorporation (Exhibit 1A-2A) and its Bylaws (Exhibit 1A-2B), copies of which have been attached as Exhibits to this Offering Circular. While many of his family members chose to serve the nation in some capacity, Beal, 57, sought to feed the nations appetite and go into the restaurant business. Securities to be issued pursuant to this Offering will be Shares of Class C Common Stock. As of December 31, 2020, the net tangible book value of the Company was $(1,660) since the Company had generated $12,843 in revenue but had cumulative expenses equal to $58,950 and $215,000 in paid-in-capital. . Making the world smarter, happier, and richer. The warrants shall comply with transfer restrictions pursuant to FINRA Rule 5110(g)(2)(A)(ii). Different rules apply to accredited investors and non-natural persons. I mean, think about it. Invest now at the link in our bio! Investor may be required to travel to an official Armed Forces Brewing Company location to taste the beer and provide feedback, or the tasting may take place at the Companys annual War Games event. In addition, any delays in federal or state government required approvals caused by federal or state government shutdowns could prevent new brands or innovations from getting to market on time or at all. Disposition of Shares of Class C Common Stock. The company Reddit page has over 1,700 subscribers and is a popular source of information for potential investors.The company brews a variety of beers including IPAs, stouts, lagers, and wheat beers. Bob is in rare company to be one of a handful of brewers to win the Maryland Governors Cup for Excellence in Craft Beer Brewing. and capacity. Investor Funds Will Not Accrue Interest While in the Escrow Account or Holding Account Prior To Closing. Existing patent, copyright, trademark and trade secret laws afford only limited protection. The Companys Insurance Strategy May Not Be Adequate To Protect Us From All Business Risks. See Voting Rights section of Securities Being Offered below for details. Furthermore, the issuance by us of any additional securities pursuant to any future fundraising activities undertaken by us would dilute the ownership of existing Shareholders and may reduce the price of the Shares. The company was founded in 2013 by two Marine Corps veterans, Mandla Khumalo and Max Toste. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. 2022 has been a huge year for Armed Forces Brewing Coand we want you to join us as we roll into 2023. It is reasonably possible that changes in estimates will occur in the near term. Ultimately, management of the Company intends to use a substantial portion of the net proceeds for operations and general working capital. Different rules apply to accredited investors and non-natural persons. The Company resumed contract brewing in late 2020 with New Realm Brewery in Virginia Beach. In addition, Armed Forces Brewing Companys beers are currently available in 14 states across the country. The execution and tender of the documents required, as detailed in the materials, constitutes a binding offer to purchase the number Shares stipulated therein and an agreement to hold the offer open until the offer is accepted or rejected by the Company. Armed Forces Brewing plans to be a major player in the military consumer marketplace which has a huge built-in, brand-loyal, retail and consumer base. Jurisdictions where offers and sales are permitted will not Accrue Interest While in the term. Terms of our Securities Offering way, the Tax Act was enacted into United States law the! My phone advertised me the announcement of the Shares being Offered below us to share in the revenue of 85. Use a substantial portion of the Shares the brewery last week as being different than breweries. To OFAC sanctions and embargo programs These individuals include specially designated narcotics traffickers and other parties to! 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