This is what the JOBS Act is all about giving everyday Americans in the general public a chance to do what venture capitalists and the rich investors on Wall Street have been allowed to do for years. You agree to promptly notify the Company should you become aware of any change in the information set forth in any of these representations. Invite +1 to a Meet and Greet and dinner the evening before our annual shareholder event with members of our management and our advisory board. From and after the effective date of a Drag-Along Notice, the Company, its board of directors, and every shareholder must do the following: (i) cooperate in good faith to authorize and consummate the Approved Sale; (ii) take all reasonably necessary actions that are requested by the board of directors or the Drag-Along Seller in connection with the consummation of the Approved Sale; (iii) if the Approved Sale requires the vote or approval of shareholders or any class of shareholders, each shareholder who is entitled to approve or vote on the Approved Sale shall approve, vote in favor of, give its consent to, raise no objection against, and refrain from exercising any appraisal or dissenters rights. I highly recommend Benjah Raphael to you all, before meeting him I have been scammed many times but I never give up an I have gained back my money. The warrants may be exercised by Dalmore or their assigns for no cost ($0.00 per share) and will, when exercised, provide Dalmore or their assigns with Shares of Class C Common Stock. 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 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). Beer is a top beverage for consumers all over the world and generates ample profits for the major producers and their shareholders. Management performs these functions as a whole. In the event that any of Companys banks should fail, the Company may not be able to recover all amounts deposited in these bank accounts. 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. There are three classes of stock in the Company as of the date of this Offering Circular: Class A Common Stock, Class B Common Stock and Class C Common Stock. In the event of the dissolution of the Company, after payment or provision for payment of the debts and other liabilities of the Company, the holders of Class A Common Stock, Class B Common Stock and Class C Common Stock will be entitled to receive, in proportion to the number of shares held, the remaining net assets of the Company. These expenditures may adversely affect the Companys results of operations and may not result in increased sales. Should any such agreements be entered into, they will be attached as Material Contracts in Exhibit 1A-6 to a subsequent filing of this Offering Circular. 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). The Company will conduct one or more closings on a rolling basis as funds are received from investors. Im proud to work with some great Americans making great American beer, said ONeill. Soldier Brewery tributes the U.S. Army, Airmen Brewery tributes the U.S. Air Force, and Seawolf Brewery tributes the U.S. Navy, Marines, and Coast Guard branches. A LEGALLY COMPLIANT TRADING MARKET FOR THE SHARES MAY NEVER BE DEVELOPED. America Deserves A Great Beer! The Company may not be able to accomplish these tasks, and its failure to accomplish any of them could prevent us from successfully growing the Company. The company was founded in 2014 by George Sada, a retired United States Army Colonel. 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. The company was founded in 2014 by two military veterans, Adam and Tim. Membership in Companys tasting club where you have the opportunity taste every new beer before it goes to market**, You and our brewing team will develop a beer together and you will name it. In the event of a dissolution, however, the Company might be required to liquidate all or a portion of its assets during a limited period of time. When he is not on-duty, Jason travels the United States to attend craft beer festivals and new brewery openings. (1) The Company shall pay Dalmore a cash success fee equivalent to 5% of the gross proceeds raised in the Offering. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. The Company had net cash of $18,962 on December 31, 2020. America Deserves A Great Beer. Changes In The Economy Could Have a Detrimental Impact On The Company. The Companys future operating expenses and margins could be dependent on its ability to manage the impact of such cost increases. Misconduct by employees could include intentional failures to comply with laws or regulations, provide accurate information to regulators, comply with applicable standards, report financial information or data accurately or disclose unauthorized activities to the Company. Invest Now Company Name Armed Forces Brewing Co., Inc Max Offering However, the Company may terminate the Offering at any time for any reason at its sole discretion and may extend the Offering past the planned termination date in the absolute discretion of the Company. The Amount Of Capital The Company Is Attempting To Raise In This Offering May Not Be Enough To Sustain The Company's Current Business Plan. If the Companys securities ever publicly trade, they may be relegated to the OTC Pink Sheets. The Company intends to overcome the circumstances that impact its ability to remain a going concern through a combination of the commencement of revenues, with interim cash flow deficiencies being addressed through additional financing. The Company May Be Dependent on Key Packaging Suppliers And Packaging Costs Could Harm the Companys Financial Results. It also exports its products to Canada, Europe, Asia, and Australia. He himself didnt choose that path but is very proud of all his family members who have. The Company has not authorized anyone to provide you with information different from that contained in this Form 1-A and Offering Circular. The securities we are offering are offered pursuant to an exemption from registration with the SEC; however, the SEC has not made an independent determination that the securities offered in our offering circular and in our offering are exempt from registration. 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. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. These shares cost $10 each and are worth a combined $7.5 million. Dividends will be declared, if at all (and subject to the rights of holders of additional classes of securities, if any), in the discretion of the Companys Board of Directors. Without cash to pay down these debts, the Chvez administration was forced to dip into oil exports, and roughly a third of PDVSA's oil production in . 2 beer maker, but it gives Kirin a new area to plant seeds of future expansion. Investors will be notified by the Company via e-mail or another form of written communication when a closing occurs involving their subscription and will be notified that their Shares have been issued at that time. As of December 31, 2019, the Company had fixed assets of $2,169. Attract and retain qualified personnel, as well as develop, train and manage management-level and other employees. Despite this, should the Company provide such indemnification, it could have a material adverse effect on the Company. If at any time, the Drag-Along Seller receives a bona fide offer from an Independent Purchaser for a Drag-Along Sale, the Drag-Along Seller shall have the right to require that each other shareholder participate in the sale in the manner provided in the Bylaws; provided, however, that no shareholder is required to transfer or sell any of its shares if the consideration for the Drag-Along Sale is other than cash or registered securities listed on an established U.S. securities exchange or traded on the NASDAQ National Market. Each investor may be subject to federal or state income tax, as well as other taxes, and should consult their tax professional prior to investing. The Company is not involved in any litigation and is not aware of any pending or threatened legal actions. If the Company is not able to raise sufficient capital in the future, it will not be able to execute our business plan, our continued operations will be in jeopardy and the Company may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause you to lose all or a portion of your investment. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. The company was founded in 2014 by two former Marines, Adam Firestone and David Walker. The Shares will not be subject to further calls or assessment by the Company. ONeill is one of the most highly decorated combat veterans of this era, serving as a combat leader for Seal Team 6. Due to restrictions caused by the COVID-19 global pandemic, we may be forced to not hold such events at all, to hold such events in a virtual or online setting, or to hold such events in a manner otherwise modified as required by laws and restrictions imposed as a result of the pandemic. The loss of such person could negatively affect the Company and its operations. Asa part of our series about the future of retail, I had the pleasure of interviewing Derek Detenber. Enjoy responsibly. In summary, the Bylaws state that the Class C Common Stock Shares sold in this Offering are subject to a Right of First Refusal. He has corporate level multi-state, multi-unit experience in managing all F&B operations for. 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. Our team that is present will hand sign your target after the shooting event. James Clark is the Deputy Editor of Task & Purpose and has been with the publication since 2015. It controls hundreds of beer brands such as Budweiser, Stella Artois, Beck's, Leffe, and an assortment of acquired craft brewers in the U.S. But there are some standouts in the space worth your attention, especially for investors seeking to generate some dividend income along the way. 2. Otherwise, current value means the fair value as determined in good faith under the terms of the plan by a trustee or other named fiduciary, assuming an orderly liquidation at the time of the determination. Material changes from the earlier reported period are primarily due to the Company receiving additional private funding in 2020, as set out below. Each investor should consult their tax professional prior to investing. We are particularly determined as a company, to use our success to help those transitioning from military service to civilian life as well as assisting with veteran homelessness and suicide prevention. You should carefully consider the following risk factors in addition to any other risks associated with this investment. 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. The Company is permitted to issue preferred stock pursuant to the terms of our Company documents, preferred stock could be issued in series from time to time with such designation, rights, preferences, and limitations as needed to raise capital. Armed Forces Brewing Company has national and international demand and the ability to mass scale, said Alan Beal, the companys Chief Executive Officer. The company is a product of the merger between U.S.. The Company urges you to carefully consider these matters, and the risk factors described in this Offering Circular, prior to making an investment in its Shares. Senators Michael Bennet and John Hickenlooper invited U.S. The Company is taxed as a C Corporation for federal and state income tax purposes. While these distribution agreements will likely contain provisions giving the Company enforcement and termination rights, some state laws will likely prohibit the Company from exercising these contractual rights. When you invest in Armed Forces Brewing Co. for as little as $200, you join an elite team alongside famed Navy SEAL Team 6 Operator Robert J. ONeill and other Special Forces Operators as an owner of our Military tribute brewery, helping employ Veterans to make great American beer. Armed Forces Brewing Co. Are you over 21 years of age? If the Offering is terminated without a Closing, or if a prospective Investors subscription is not accepted or is cut back due to oversubscription or otherwise, such amounts placed into the Holding Account by prospective Investors will be returned promptly to them without interest or deductions. A portion of all proceeds from sales goes towards helping veterans and active duty service members through organizations like The Mission Continues and Team Rubicon. Located in San Diego, California, Armed Forces has been in operation since 2014 and has seen tremendous growth in both production and sales. All stock, options or vesting stock granted under this Equity Incentive. They offer a wide range of styles, so you can find the perfect beer for any occasion. The Company cannot be certain that any such financing will be available on acceptable terms, or at all, and its failure to raise capital when needed could limit its ability to continue its operations. Should The Companys Securities Become Quoted On A Public Market, Sales Of A Substantial Number Of Shares Of The Type Of Shares Being Sold In This Offering May Cause The Price Of The Companys Shares To Decline. Armed Forces Brewing Companys mission is to brew high-quality beer that supports the military community.The company offers a variety of beers, including IPAs, stouts, porters, and blonde ales. Furthermore, the effect of certain aspects of the Tax Act on state income tax frameworks is currently unclear, and potential changes to state income tax laws or their interpretation could further increase the Companys income tax expense. Investor suitability standards in certain states may be higher than those described in this Offering Circular. In February 2019, FASB issued ASU No. The Company Has Made Assumptions In Its Projections and In Forward-Looking Statements That May Not Be Accurate. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. As for attendance at sponsored events as listed above, the Company notes that sponsored events will vary from year to year and may not occur at all some years. These include, but are not limited to, enhancing our operating infrastructure and otherwise respond to competitive pressures. TABLE OF BENEFICIAL OWNERSHIP AFTER REGULATION A OFFERING. 11.7K followers. About American Forces Brewing CompanyArmed Forces Brewing Company is a craft brewing company created to pay homage to the U.S. Military through its three beer brands - Seawolf, Soldier and Airmen. The Company may establish an audit committee, compensation committee, a nominating and governance committee and other committees to its Board of Directors in the future but have not done so as of the date of this Offering Circular. Contact us to find out more information. See The Offering Page 13 and Securities Being Offered Page 67 For Further Details. We also note that some of the perks involve the attendance at events. Depending on where investor resides, the Company may not be able to ship beer to the investor. Discounted offers are only available to new members. document.getElementById( "ak_js_1" ).setAttribute( "value", ( new Date() ).getTime() ); Type above and press Enter to search. There's more to these packages, but a lot of it revolves around typical swag, such as stickers and merch. American Military tribute brewery Armed Forces Brewing Company announced Tuesday it will donate a portion of the profits from the sale of its light beer Preamble - We The People and. All of these risks, and many others known or unknown, related to this outbreak, and future outbreaks, pandemics or epidemics, could materially affect the long-term business of the Company and your investment. We. 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