Company
Investor Relations
Phinge® Corporation (Phinge) is currently “Testing the Waters” and contemplating an offering under Reg A+ at a price of $70.00 per share of common stock. We are currently taking non-binding indications of interest in this offering. The minimum investment is $350.00. Please carefully read the following disclosures, risk factors, forward looking statements and legal disclaimers below for more information.
Legal Disclaimer
Phinge Corporation (Phinge) is “Testing the Waters” under Regulation A+ under the Securities Act of 1933 and the revised provisions of the JOBS Act. Phinge is not under any obligation to make an offering under Regulation A+. No money or other consideration is being solicited in connection with the information provided, and if sent in response, will not be accepted. No offer to buy the securities can be accepted and no part of the purchase price can be received until an offering statement on Form 1-A has been filed and until the offering statement is qualified by the SEC pursuant to Regulation A+ of the Securities Act of 1933, as amended, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date. Any person’s indication of interest involves no obligation or commitment of any kind. The information in that offering statement will be more complete than the information Phinge is providing now, and could differ materially. You must read the documents filed. No offer to sell the securities or solicitation of an offer to buy the securities is being made in any state where such offer or sale is not permitted under the “blue sky” or securities laws thereof. No offering is being made to individual investors in any state unless and until the offering has been registered in that state or an exemption from registration exists therein. The securities offered using Regulation A+ are highly speculative and involve significant risks. The investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No public market currently exists for the securities, and if a public market develops following the offering, it may not continue. Some issuers may intend to list its securities on a national exchange and doing so entails significant ongoing corporate obligations including, but not limited to, disclosure, filing and notification requirements, as well compliance with applicable continued quantitative and qualitative listing standards.
About Phinge Corporation
Phinge was founded and through Netverse® is being developed to disrupt today’s outdated App technologies, including the App-store duopoly, by partnering with and giving its users and businesses ownership and control of their data, enhanced privacy and a better overall mobile experience including their ability to monetize it. Phinge through its upcoming patented Netverse App-less technology platform with proprietary AI, will be a better, safer, verified and rewarding alternative platform and technology for users and third party businesses and developers to today’s App stores, operating systems and ecosystems of Apple, Google and Android.
Netverse will not be an App or Super App that resides on the major technology platforms of today.
Instead, it will be a standalone, all-in-one, app-less platform, accessible only through Phinge’s revolutionary, patented, Mobile Hardware which includes Magnetically Attachable/Detachable Phones, Tablets, Mobile Gaming Systems and peripherals like the stylish, wireless earbuds with interchangeable battery sensor screen modules for continuous usage without losing time listening to music, sports and the like. Smart Watches that never need to be physically charged as they come with stylish external, interchangeable bezels with built-in rechargeable batteries and come in a variety of colors, patterns and finishes.
Netverse will be a verified, centralized-decentralized platform.
Centralized in the way it provides universal safeguards through verification of all users, businesses, organizations, entities and IP through Phinge’s patented Netverse technologies and hardware. Centralized because Phinge and Netverse will be compliant with all government regulations regarding data and privacy. Decentralized because all third party platforms will be compliant with all government regulations regarding data and privacy as soon as they are verified and join Netverse. Decentralized because its users, businesses, organizations and entities will have the power to live, work and thrive in a verified world. Netverse will benefit all verified users and approved, verified third party businesses, developers and platforms on Netverse in ways not possible with today’s technology including total verification of all users, businesses, organizations, platforms and entities. To experience the exciting future of Phinge please visit Phinge.com and it’s numerous connected websites which contain a wide range of information, videos, images and interactives of its platforms, future products, mobile hardware and services.
App-less Technology Through Verified Hardware
The company intends to use the capital raised from the IPO to continue developing Netverse® and Netaverse™ the world’s first and only Patented, Rewards-Based App-less technology. These platforms will be integrated with NetverseAI and NetaverseAI, a verified AI which will make it safer, more accurate and reliable then the current AI of today, It will be integrated in retail, business and service industries as well as social media, video, streaming and messaging platforms. In addition, Phinge is developing patented state-of-the-art mobile hardware, smart watches and peripherals. Here are just a few exciting examples: Magnetically Attachable/Detachable Phones Tablets and Mobile Gaming Systems Triple Screen Laptops with removable screens that turn into wireless tablets. Triple Screen Laptop Add-on which turns single screen laptops and desktops into three screen devices. Stylish, wireless earbuds with interchangeable batteries with built-in sensor screens for continuous usage without recharging. Smart Watches that never need to be charged as they come with stylish external, interchangeable bezels with built-in rechargeable batteries and come in a variety of colors, patterns and finishes. AI-driven personal, home and business virtual assistants.
NetverseAI and NetaverseAI
Here are some of the benefits to the patented Netverse® and Netaverse™️ App-less platform powered by NetverseAI: Ends identity theft, impersonation and fake accounts. Stops ransomware including by DOS attacks, hacking or through messaging or calls. No malicious bots, phishing or spam. Clearly identifies all deepfakes across all of Netverse including all third parties. Dramatically reduces fraud, theft, and counterfeit goods and services. Parental controls to reduce children’s access to all harmful material including messages, images, videos and more across the entire platform including all third party platforms seamlessly. This is accomplished in part through verification of all users and businesses through Netverse’s proprietary, patented hardware and technology.
Community
Netverse will be a true community where everyone has the opportunity to be rewarded for doing things they already do on mobile devices each day. From work, play, and social interactions to networking, entertainment, and travel, Phinge believes users and businesses alike should share in the revenues. In perhaps the biggest change to social media ever, Phinge looks to reward its users when they make recommendations and share posts, pictures, videos, and more. When friends or others interact with user interactions, recommendations and posts and purchase goods and services associated with them, our users will get rewards from any revenue they help to generate. These rewards are earned and spent on all Phinge, Netverse mobile devices, and will spend like real cash at any of our partner merchants, businesses or platforms at any time. Moreover, Phinge will offer rebate rewards to users when they shop through our platforms and with participating merchants. It makes perfect sense, right? Why shouldn’t the individual sharing or promoting something to friends and followers get rewarded? This is a true game-changer. Currently big tech and social media companies bombard users with the endless unwanted clutter of continuous advertising. No longer will users, consumers and businesses have to accept aggressive advertising or have their personal data and privacy compromised, disseminated or sold to third parties. Users today have been told that such things are the price for the “privilege” of using these current social media sites, apps, and platforms. Well this will no longer be the case. Through Phinge, users will have more choice and control over their data and their mobile experience than ever before.
Phinge Partners With Third Party Platforms and Businesses
Phinge will be business-friendly and supportive, giving all merchants an equal playing field and the ability to advertise without upfront fees. Through its groundbreaking App-less technology and its proprietary hardware, businesses and third party platforms will have the option to advertise to Phinge users and businesses free of charge, eliminating the biggest cost and barrier facing new startups and companies today. Businesses will only pay a small percentage of the sale of their goods or services at the time of purchase through our platforms and our mobile devices. This will be a truly unprecedented benefit to assist new start-ups, entrepreneurs, influencers, emerging musicians, artists and others as there is no upfront risk to generate sales and income. Phinge will allow third party developers to create platforms for Netverse easily which will seamlessly integrate into its rewards-based platform while still keeping them proprietary to their respective owners. Users will earn rebates and can also redeem their rewards instantly the same as cash with all of our verified third party partners, developers, companies and businesses. This will help drive new customers and revenue to those selling within our collaborative community with no upfront costs including for advertising. Phinge will be launching many rewards-based platforms of their own in the future including Phreeviews™️, the only integrated rating and review platform that will reward users when other users or random consumers dine, shop or purchase sports and theatre tickets, or goods and services based on their verified reviews and recommendations of those businesses.
Giving Back
Phinge believes in giving back to local communities and organizations as well. Through Phinge Giving™️, a portion of every dollars spent on Netverse will be donated to approved local charities in Phinge users’ own hometowns and communities. Users can even select which charities they would like to see benefit. Phinge believes that together we can change the future of technology for the better. While you are here we invite you to explore our exciting vision for a Rewards-Based, App-less mobile future and this unique potential investment opportunity. We look forward to welcoming you to our community. Together we can build and experience the mobile world we want to work, play and thrive in. Please also feel free to browse around our websites for more information about Phinge and our platforms including our localized charitable platform Phinge Giving. Phinge Corporation is announcing its plans to raise $75 million in an initial public offering using the Regulation A+ tier 2 offering established by the SEC in 2015 which allows all interested investors — not only investment banks or institutional investors– to participate in the IPO. The minimum investment to participate would be $350. This affordable investment entry point will allow the general public, potential future users, businesses and platforms to join us to help create and grow a new and incredible online mobile community which rewards all those who participate. If you are interested in the proposed IPO please read all the information below carefully and fill out the form at the bottom of the page and submit. Thank you.
Exhibit A
INDICATIONS OF INTEREST FORM
Price per common share is $70.00 (Seventy Dollars). Amount of common shares available in the potential Reg A+ offering would be 1,071,428 (One million Seventy One Thousand Four Hundred Twenty Eight) shares of regular common stock of Phinge Corporation, a Delaware corporation. Minimum shares that would be required is 5 (Five) shares for a minimum investment of $350.00 (Three Hundred Fifty Dollars). Phinge is seeking non-binding indications of interest. Phinge reserves the right to not make the offering should the demand for the shares be insufficient or if it pursues another avenue of funding. Please state in the form below how many shares you are considering purchasing if Phinge decides to proceed with a Reg A+ tier 2 offering. Minimum shares that would be required is 5 (Five) shares for a minimum investment of $350.00 (Three Hundred Fifty Dollars). Please reference your initial indication of interest in the potential offering by recording your interest in the amount of shares at $70.00 per share and the total dollar amount you are interested in in the proposed IPO as referenced in the form below*.
*Please note per SEC regulatory rules: Individual investors may invest a maximum of the greater of 10% of their net worth or 10% of their net income in a Reg A+ tier 2 offering (per offering). You acknowledge that the total dollar amount identified for your indication of interest and submitted to Phinge Corporation in the form below does not exceed this quantity and restriction.
RISK FACTORS
The Shares offered hereby are highly speculative, illiquid and involve a high degree of risk. The following risk factors should be carefully considered in evaluating Phinge and its business before investing in the Shares:
Speculative Nature of Investment An investment in the Shares offered hereby is highly speculative. Only those persons who can bear the risk of loss of their entire investment should consider the acquisition of Shares.
New Business: New Entry to the Marketplace Phinge is a Delaware corporation, incorporated in February, 2014. Phinge is new to the marketplace and even though it is developing cutting edge hardware, products, services applications and tools to customers and small businesses not currently available, it still will face stiff competition from larger companies that may try to hinder Phinge from getting a foothold in the marketplace.
Future Capital Needs There is no assurance that the net proceeds derived from this offering will be sufficient for Phinge to continue in existence or achieve profitability. Therefore, additional financing will be necessary. Such financing may take the form of borrowings or additional sales of securities. There can be no assurance that such financing will be available when needed, or on terms acceptable to Phinge. If additional financing is obtained through additional sales of securities, such sales would, in all likelihood, result in dilution to investors who purchase Shares in this offering.
No Minimum Offering Size The Shares proposed hereunder are being offered by sellers Phinge Corporation. The potential offering seeks to raise $75,000,000 by offering 1.071,428 of its Phinge common stock shares (the “Shares”) for $70.00 each and are being offered in accordance with Regulation A+ of the JOBS Act. There is no minimum number of Shares which need to be sold in order for Phinge Corporation to accept subscriptions for the Shares. No assurance can be given that all the Shares offered hereby will be sold. If all of the Shares offered hereby are not sold, Phinge will require additional financing from other sources, including bank loans. There can be no assurance that Phinge will obtain such financing.
Competition Currently, there is not a dominant leader in a Rewards-Based real-time localized marketplace putting customers and merchants together instantly based on a local merchant immediate availability of products or services. The potential revenue to the Company is massive and untapped. If Phinge successfully shows that they have found the way through their innovative software, hardware and business model to create an App-less, Rewards-Based integrated social media and retail marketplace, competitors may take notice and try to enter the marketplace to copy or compete with what Phinge is doing.
Control by Current Management As of the date of this Offering, the current Officers and Directors of Phinge control a majority of its stock. Such control may create a conflict of interest.
Absence of Public Market There is currently no public market for any securities of Phinge, and there is no assurance that a public market for the Shares offered hereby will ever develop. As set forth in the Subscription Agreement, the Shares offered hereby are subject to various restrictions on transfer. Accordingly, purchasers of the Shares may not be able to liquidate their investment in Phinge in the foreseeable future, if ever. There can be no assurance that the Shares will ever be able to be resold at or near the offering price.
Limitation of Liability, Indemnification of Board of Directors Company bylaws provide for indemnification by Phinge of the directors for monetary damages arising from any breach of fiduciary duties as a member of Phinge’s Board of Directors. Furthermore, the Certificate of Incorporation of Phinge Corporation limit the liability of the directors for breaches of fiduciary duties in certain circumstances as permitted by Delaware Law. Thus, compensatory damages to Phinge and its shareholders arising out of a breach of fiduciary duties by a director are essentially eliminated.
Shares Eligible for Future Issuance Upon the grant of additional options in the future or the issuance of additional shares in the future in order to attract and retain qualified personnel and the Company’s future operations, purchasers of shares in this offering will have a reduced equity interest in the Company and, depending upon the price at which such securities are issued, may experience significant additional dilution.
Dividend Policy Phinge has not paid any cash dividends on its Shares and does not expect to pay dividends on its Shares in the foreseeable future.
Determination of Offering Price There has been no public market for the Shares. Accordingly, the offering price of the shares offered hereby has been arbitrarily determined by the management of Phinge and should not be considered an indication of the actual value of the Shares. There is no relationship whatsoever between the price of the Shares and Phinge’s assets, current earnings, book value or any other generally accepted criteria of value.
Patent Protection Phinge has been granted 33 patents to date for its App-less, rewards-based, technology and its innovative, cutting edge mobile hardware and peripherals.
Trade Name and Trademark Protection Phinge has Registration rights for Phinge and Netverse as well as usage rights for Netaverse and other trade names as well including using the names listed herein and on its websites, social media accounts, and press releases.
FORWARD-LOOKING STATEMENTS
The information herein may include “forward-looking statements.” To the extent that the information presented herein discusses financial projections, information, or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking.
Forward-looking statements speak as of the date of the document in which they are contained, and Phinge Corporation does not undertake any duty to update any forward-looking statements except as may be otherwise required by law. By submitting the form below, I acknowledge I have read the Disclosures, LEGAL DISCLAIMERS, FORWARD-LOOKING STATEMENTS and RISK FACTORS above.
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