PART II AND III

OFFERING CIRCULAR DATED SEPTEMBER 22, 2017

Kindara Inc.

Box 380
1630 30th Street Unit A
Boulder, CO 80301

Tel: (917) 570-5708

http://www.kindara.com /

UP TO 14,000,000 SHARES OF SERIES A PREFERRED STOCK

UP TO 14,000,000 SHARES OF COMMON STOCK INTO WHICH THE SERIES A PREFERRED STOCK MAY CONVERT*

SEE “SECURITIES BEING OFFERED” AT PAGE 26.

We are offering a minimum number of 2,000,000 shares of Series A Preferred Stock and a maximum number of 14,000,000 shares of Series A Preferred stock on a "best efforts" basis. 

Series A Preferred Shares	Price Per Share to Public		Total Number of Shares Being Offered		Proceeds to Issuer Before Expenses, Discounts and Commissions**
Total Minimum	$	0.25		2,000,000	$	500,000
Total Maximum	$	0.25		14,000,000	$	3,500,000

*The Series A Preferred Stock is convertible into Common Stock either at the discretion of the investor or automatically upon effectiveness of registration of the securities in an Initial Public Offering. The total number of shares of the Common Stock into which the Series A Preferred may be converted will be determined by dividing the original issue price per share by the conversion price per share. See “Securities Being Offered” at Page 26 for additional details.

** The company has engaged SI Securities, LLC to serve as its sole and exclusive placement agent to assist in the placement of its securities. The company will pay SI Securities LLC in accordance with the terms of the Issuer Agreement between the company and SI Securities LLC attached as Exhibit 1 hereto. If the placement agent identifies all the investors and the maximum amount of shares is sold, the maximum amount the company would pay SI Securities LLC is $262,500. See “Plan of Distribution and Selling Security holders” for details of compensation paid to the Placement Agent on page 30.

The company expects that the amount of expenses of the offering that it will pay will be approximately $150,000, not including commissions or state filing fees.

The company is selling shares of Series A Preferred Stock. Investors who invest less than $50,000 in this offering will be required to grant a proxy to vote their shares to SI Securities, LLC; see “Risk Factors” and “Securities being offered – The Proxy.” This means voting control of the company will be in the hands of persons other than those investors.  

The company has engaged The Bryn Mawr Trust Company of Delaware of Delaware as an escrow agent (the “Escrow Agent”) to hold funds tendered by investors, and assuming we sell a minimum of $750,000 in shares, may hold a series of closings at which we receive the funds from the escrow agent and issue the shares to investors. The offering will terminate at the earlier of: (1) the date at which the maximum offering amount has been sold, (2) the date which is one year from this offering being qualified by the Commission, or (3) the date at which the offering is earlier terminated by the company in its sole discretion. In the event we have not sold the minimum amount of shares by the date that is one year from the qualification of this offering with the Commission, or sooner terminated by the company, any money tendered by potential investors will be promptly returned by the Escrow Agent. The company may undertake one or more closings on a rolling basis once the minimum offering amount is sold. After each closing, funds tendered by investors will be available to the company.

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THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. 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. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO www.investor.gov.

This offering is inherently risky. See “Risk Factors” on page 6.

Sales of these securities will commence on approximately,                                , 2017.

The company is following the “Offering Circular” format of disclosure under Regulation A.

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. 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 SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE COMPANY’S SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

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TABLE OF CONTENTS

Summary	4
Risk Factors	6
Dilution	10
Use of Proceeds to Issuer	12
The Company’s Business	13
The Company’s Property	20
Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Directors, Executive Officers and Significant Employees	23
Compensation of Directors and Officers	25
Security Ownership of Management and Certain Security holders	25
Interest of Management and Others in Certain Transactions	25
Securities Being Offered	26
Plan of Distribution and Selling Security holders	30
Rewards	31
Financial Statements	F-1

In this Offering Circular, the term “Kindara,” “we,” “us,” “our,” or “the company” refers to Kindara Inc.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

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SUMMARY

Company Overview

Kindara is based in Boulder, Colorado. We were founded in 2012 out of one couple’s desire to better understand their fertility. Since then, we have grown to create what we believe is the most powerful and trusted fertility app on the market.

What we believe:

· Women are important and vital to a healthy society

· Women want to better understand their fertility

· If women have access to the scientifically-backed tools and support they need to understand their bodies, then they can be in control of their fertility journey

· In creating a strong, uplifting community to share thoughts, feelings, and ideas

Our Current Products

Kindara sells two products: (i) a fertility awareness application for iPhone and Android, called the Kindara App (“Kindara App”) and (ii) Wink by Kindara, an oral fertility thermometer that records basal body temperature and syncs automatically with the Kindara App. The Kindara App can be used individually or in tandem with the Wink fertility thermometer. The Wink fertility thermometer is designed to work in conjunction with the Kindara App.

Users utilize the Kindara App to: (i) more thoroughly understand menstrual cycles, (ii) expedite conception, (iii) avoid pregnancy naturally, (iv) manage peri-menopause, (v) provide data to their health care provider to discover health conditions like PCOS, and (vi) generally live more in-sync with their body. Based on the proven science of the Fertility Awareness Method (“FAM”), our goal is for the user is to feel confident around their reproductive health.

· If the user’s goal is to get pregnant: By knowing a user’s fertile window and ovulation timing, users can time sex to increase the likelihood of conception.

· If the user’s goal is to avoid pregnancy: The Kindara App is based on the Fertility Awareness Method, which as a tool is up to 99.6% effective when used correctly. The Kindara App supports the Sympto-Thermal method and can be used for Natural Family Planning (“NFP”). The Kindara App is a tool for women to use to if they are practicing NFP, however the Kindara App is not marketed as a contraceptive device.

· If the user’s goal is to better understand their body: Users gain visibility into symptoms of conditions like anovulation, PCOS and hypothyroidism, better understand hormone fluctuations resulting from menopause, and understand their cycle when coming off hormonal birth control. The Kindara App provides data that a user can share with her physician to diagnose these conditions with more data driven insight.

Developed in 2014, we believe Wink is one of the first oral fertility thermometers built to sync with an app.  Whether users want to get pregnant faster, avoid pregnancy naturally and effectively, or better understand their cycles, Wink will accurately record their basal body temperature up to 4x faster than other basal body temperature thermometers on the market and sync automatically with the Kindara App.

Better data means users can take better ownership of their reproductive health and achieve their fertility goals with more ease.

Our Mission

Our mission is to empower women by providing the tools and knowledge they need to manage their reproductive health.

Highlights and Metrics

· Since 2012, Kindara has been downloaded more than 1.4 million times.

· The Kindara App has over 180,000 Monthly Active Users (“MAU’s”).

· Users leave over 80,000 comments a month in our community.

· In 2016, Kindara averaged over 25,000 new downloads monthly.

· The Kindara App has over 8000 reviews, averaging 5 stars in the iOS app store.

· At least 131,000 women have become pregnant while using the Kindara App.

· We have sold over 15,000 Wink Thermometers through Kindara.com and Amazon.com.

· In 2016, Kindara began shipping Wink.

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The Offer

Securities offered	Maximum of 14,000,000 shares of Series A Preferred Stock (including 14,000,000 shares of Common Stock into which they may convert)
Common Stock outstanding before the Offering	4,463,909 shares
Preferred Stock outstanding before the Offering (1)	18,348,968 shares
Preferred Stock outstanding after the Offering (assuming fully subscribed Offering)	32,348,968 shares

Use of proceeds The net proceeds of this offering will be used primarily to cover marketing investment, inventory purchases, staffing, product development, working capital, as well as the costs of the offering.  The details of our plans are set forth in our “Use of Proceeds” section.

Selected Risks Associated with Our Business

Our business is subject to several risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this summary. These risks include, but are not limited to, the following:

· Our auditor has issued a “going concern” opinion.

· We are an early stage company and have not yet generated any profits.

· Kindara’s product offerings are relatively new in an industry that is still quickly evolving.

· To remain competitive and stimulate customer demand, we must successfully manage frequent product introductions and transitions.

· The Kindara app could be subject to FDA regulation.

· Kindara is not HIPAA compliant.

· Kindara may be subject to termination fees in the event Aginova terminates the Partnership Agreement.

· We may not be able to prove that we have efficacy as a birth control device.

· Our planned monthly subscription charge could fail to meet our financial goals.

· We operate in a highly competitive market.

· We expect to raise additional capital through equity offerings and to provide our employees with equity incentives. Therefore, your ownership interest in Kindara is likely to continue to be diluted.

· The loss of one or more of Kindara’s key personnel, or Kindara’s failure to attract and retain other highly qualified personnel in the future, could harm our business.

· If we are unable to protect our intellectual property, the value of our brand and other intangible assets may be diminished and our business may be adversely affected.

· Our financial results will fluctuate in the future, which makes them difficult to predict.

· As a growing company, we must develop reliable accounting resources. Failure to achieve and maintain effective internal accounting controls could prevent us from producing reliable financial reports.

· Some investors have more rights than others.

· You will have to assign your voting rights unless you invest more than $50,000.

· Holders of shares of our Series A Preferred Stock must vote their shares to approve of certain future events, including our sale.

· Voting control is in the hands of a few large stockholders.

· We are subject to registration rights.

· Investors will have to subscribe to multiple agreements in order to invest in this offering.

· The stock purchase agreement, some of the other investor agreements, and certificate of incorporation have forum selection provisions and the agreements contain arbitration provisions, these provisions require disputes be resolved either in arbitration in Denver, Colorado or in the Court of Chancery in the State of Delaware, regardless of convenience or cost to you, the investor.

· Your ability to transfer your securities will be limited.

· Kindara depends on product manufacturing provided by outsourcing partners, many of which are located outside of the U.S.

· We are subject to foreign exchange rate fluctuations.

· We are vulnerable to hackers and cyber-attacks.

· Kindara will share anonymous personal information with third-parties for profit.

· Because Kindara stores, processes, and uses data, which contains personal information, Kindara is subject to complex and evolving federal, state, and foreign laws and regulations regarding privacy, data protection, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in investigations, claims, changes to our business practices, increased cost of operations, and declines in user growth, retention, or engagement, any of which could seriously harm Kindara’s business.

· We provide products and services to consumers and issues and perceived concerns related to our product and services could negatively impact our business.

· Uncertainty with respect to U.S trade policy may reduce our manufacturing choices and add to our expenses.

· If we cannot raise sufficient funds we will not succeed.

· There is no current market for any of our shares of stock.

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RISK FACTORS

The SEC requires the company to identify risks that are specific to its business and its financial condition. The company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking). Additionally, early-stage companies are inherently more risky than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

Our auditor has issued a “going concern” opinion.

Our auditor has issued a “going concern” opinion on our financial statements, which means they aren’t sure we’ll be able to succeed as a business without additional financing. We have not generated profits since inception, and we have had a history of losses. We have sustained losses of $1,740,852 and $2,403,038 for the years ended December 31, 2016 and 2015, respectively, and have an accumulated deficit of $5,889,641 and $4,148,789 as of December 31, 2016 and 2015, respectively. The audit report states that the company’s ability to continue as a going concern for the next twelve months is dependent upon our ability to generate sufficient cash flows from operations to meet our obligations, which the company has not been able to accomplish to date, and/or to obtain additional capital financing.

We are an early stage company and have not yet generated any profits.

Kindara was incorporated in 2010 and began operations in 2012. Accordingly, the company has a limited history upon which an evaluation of its performance and future prospects can be made. Our current and proposed operations are subject to all the business risks associated with new enterprises. These include likely fluctuations in operating results as the company reacts to developments in its market, including purchasing patterns of customers and the entry of competitors into the market. We will only be able to pay dividends on any shares once our directors determine that we are financially able to do so. Kindara has incurred a net loss in the last two fiscal years, and has had limited revenues generated since inception. There is no assurance that we will be profitable in the next three years or generate sufficient revenues to pay dividends to the holders of the shares.

Kindara’s product offerings are relatively new in an industry that is still quickly evolving.

Kindara’s ability to continue to penetrate the market remains uncertain as potential clients may choose to adopt different products, platforms, or providers. In addition, industry standards or government regulations may impact the company’s ability to meet market demands. Success will likely be a factor of investing in the development and implementation of sales campaigns, and subsequent adoption by its clients. Additionally, the company could face financial pressure associated with obtaining capital given its operating history.

To remain competitive and stimulate customer demand, we must successfully manage frequent product introductions and transitions.

Due to the competitive nature of the industry in which Kindara competes, we must continually introduce new products and technologies, enhance existing products, and effectively stimulate customer demand for new and upgraded products. The success of new product introductions depends on a number of factors including, but not limited to, timely and successful product development, market acceptance, our ability to manage the risks associated with new product production ramp-up issues, the effective management of purchase commitments and inventory levels in line with anticipated product demand, the availability of products in appropriate quantities and costs to meet anticipated demand, and the risk that new products may have quality or other defects or deficiencies in the early stages of introduction. Accordingly, we cannot determine in advance the ultimate effect of new product introductions and transitions.

The Kindara app could be subject to FDA regulation.

Currently, our Kindara app is not classified as a medical device by the FDA and therefore is not subject to regulation by the FDA.   That said, with the influx of fertility apps into the marketplace there is a possibility that the FDA will change the classification of fertility apps, and require fertility apps to follow FDA quality guidelines. In the event fertility apps are required to follow FDA quality guidelines, we will see an increase in costs and regulatory burden. It is also possible that our application may need to be updated significantly to comply with FDA quality guidelines.

Kindara is not HIPAA compliant.

The Kindara App and Kindara are currently not HIPAA compliant. While we currently do not share any customer data with outside partners, and therefore are not required to be HIPAA compliant, we are vulnerable to a consumer complaint if their data is breached. Our goal is to become HIPAA compliant as soon as practicable following this financing round.

Kindara may be subject to termination fees in the event Aginova terminates the Partnership Agreement.

Pursuant to a Partnership Agreement entered into by Aginova, Inc. and Kindara on October 15, 2014, with respect to developing the Wink thermometer, if Kindara fails to pay the required royalties, Aginova may terminate the Partnership Agreement and require Kindara to pay termination fees. In that event, we would lose the rights to produce the Wink thermometer.

We may not be able to prove that we have efficacy as a birth control device.

Despite many women practicing FAM’s as contraception, prior to Kindara being marketed as a contraceptive device we will need to seek FDA “Pre-Market Authorization”, which will require Kindara to prove in a clinical trial that the Kindara App and Wink, when used properly, have efficacy as a birth control device.

Our planned monthly subscription charge could fail to meet our financial goals.

While Kindara will continue to offer a “free” version of the Kindara App, Kindara will be adding additional features in the app, including expanded community features that Kindara will charge a monthly subscription for. While this is a common practice in the industry and with our competitors, this is an unproven model for Kindara and therefore could fail to meet our financial goals.

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We operate in a highly competitive market.

The industry in which Kindara operates is highly competitive. Menstrual cycle tracking apps are popular, with more than 1,000 to choose from. In July 2017 the “Natural Cycles app” which relies on a woman’s recorded daily temperature, taken with a highly accurate thermometer, was certified as a method of birth control in the European Union.

In addition, constant technological advancements necessitate investments in sales and product development. Failure to maintain relationships with key customers and keep up with the “technological curve” could seriously impact Kindara’s ability to meet future goals.

We expect to raise additional capital through equity offerings and to provide our employees with equity incentives. Therefore, your ownership interest in Kindara is likely to continue to be diluted.

Kindara may offer additional shares of its Preferred Stock and/or other classes of equity or debt that convert into shares of Preferred Stock, any of which offerings would dilute the ownership percentage of investors in this offering. See “Dilution.”

The loss of one or more of Kindara’s key personnel, or Kindara’s failure to attract and retain other highly qualified personnel in the future, could harm our business.

Kindara currently depends on the continued services and performance of key members of its management team. The loss of key personnel could disrupt our operations and have an adverse effect on our business. As we continue to grow, we cannot guarantee that we will continue to attract the personnel the company needs to maintain its competitive position. If we fail in attracting, hiring, and integrating qualified personnel, or retaining and motivating existing key personnel, we may be unable to grow effectively.

If we are unable to protect our intellectual property, the value of our brand and other intangible assets may be diminished and our business may be adversely affected.

Kindara relies on trademark, patent, and domain name protection laws to protect its proprietary rights. In the United States and internationally, the company has filed various applications for protection of certain aspects of its intellectual property, and Kindara currently holds a number of issued patents in multiple jurisdictions. However, third parties may knowingly or unknowingly infringe our proprietary rights, third parties may challenge proprietary rights held by Kindara, and pending and future trademark and patent applications may not be approved. In addition, effective intellectual property protection may not be available in every country in which we operate or intend to operate the business. In any or all of these cases, we may be required to expend significant time and expense in order to prevent infringement or to enforce our rights. Although we have taken measures to protect our proprietary rights, there can be no assurance that others will not offer products or concepts that are substantially similar to those of Kindara and compete with our business. If the protection of Kindara’s proprietary rights is inadequate to prevent unauthorized use or appropriation by third parties, the value of our brand and other intangible assets may be diminished and competitors may be able to more effectively mimic our service and methods of operations. Any of these events could have an adverse effect on our business and financial results.

Our financial results will fluctuate in the future, which makes them difficult to predict.

Kindara’s financial results have fluctuated in the past and will fluctuate in the future. Additionally, we have a limited operating history with the current scale of our business, which makes it difficult to forecast future results. As a result, you should not rely upon the company’s past financial results as indicators of future performance. You should take into account the risks and uncertainties frequently encountered by rapidly growing companies in evolving markets. Our financial results in any given quarter can be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including:

· The company’s ability to maintain and grow its user base and user engagement;

· The development and introduction of new products by Kindara or its competitors;

· Increases in marketing, sales, and other operating expenses that we may incur to grow and expand our operations and to remain competitive;

· Our ability to maintain gross margins and operating margins;

· Adverse litigation judgments, settlements, or other litigation-related costs;

· Changes in the legislative or regulatory environment or enforcement by government regulators, including fines, orders, or consent decrees;

· Fluctuations in currency exchange rates and changes in the proportion of Kindara’s revenue and expenses denominated in foreign currencies; and

· Changes in business or macroeconomic conditions.

As a growing company, we must develop reliable accounting resources. Failure to achieve and maintain effective internal accounting controls could prevent us from producing reliable financial reports.

Effective internal controls and accounting resources are necessary for us to provide reliable financial reports, which, as a growing company, we are still building out. Failure to achieve and maintain an effective internal accounting and control environment could cause us to face regulatory action and cause investors to lose confidence in our reported financial information, either of which could have an adverse effect on our business and financial results.

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Some investors have more rights than others.

Under the Second Amended and Restated Investment Rights Agreement (“IRA”) that investors will be required to subscribe to at the same time as they commit to purchase the Series A Shares, Major Investors (any investor that individually, or together the with the investors affiliates, holds at least 400,000 shares) will have additional information rights and the ability to invest in future financings on more favorable terms. Under the IRA, earlier investors have additional informational rights and first refusal rights.

You will have to assign your voting rights unless you invest more than $50,000.

As part of this investment, each investor investing less than $50,000 will be required to agree to the terms of the Voting Proxy Agreement included as Exhibit 5 to the Offering Statement of which this Offering Circular is a part. By each investor’s execution of the Voting Proxy Agreement and under the terms thereof, each such investor will grant an irrevocable proxy, giving the right to vote their shares to SI Securities, LLC on any issue where holders of Series A Shares are entitled to vote, including on corporate governance issues (such as board size, board composition, election of board members and expanding the employee option pool), conversion of Series A Shares into Common Stock, whether to approve any proposed liquidation, initial public offering, sale or merger, or authorization of additional shares, and rights and preferences of the shares. By granting the irrevocable proxy, you will forgo your ability to vote your shares until the events specified in the proxy, which include the company’s IPO.

Holders of shares of our Series A Preferred Stock must vote their shares to approve of certain future events, including our sale.

Holders of our Preferred Stock, including holders of Series A Preferred Stock, and certain key holders of our Common Stock will be subject to a drag-along provision related to the sale of the company. In the event the company’s Board and the holders of a majority of the company’s voting stock vote in favor of a sale of the company, and you do not approve the sale, the President of our company will have the power to vote your shares (including shares held by proxy by SI Securities, LLC), see “Securities Being Offered – Series A Preferred Stock, Series Seed Preferred Stock II and Series Seed Preferred Stock – Voting Rights” below. Specifically, investors will be forced to sell their stock in that transaction regardless of whether they believe the transaction is the best or highest value for their shares, and regardless of whether they believe the transaction is in their best interests.

Voting control is in the hands of a few large stockholders.

Voting control is concentrated in the hands of a small number of shareholders. Even if the shares were not subject to the proxy discussed above, you would not be able to influence our policies or any other corporate matter, including the election of directors, changes to our company’s governance documents, expanding the employee option pool, and any merger, consolidation, sale of all or substantially all of our assets, or other major action requiring stockholder approval. Some of the larger stockholders include, or have the right to designate, executive officers and directors of our Board. These few people and entities make all major decisions regarding the company. As a minority shareholder and a signatory to the Voting Proxy Agreement, you will not have a say in these decisions.

We are subject to registration rights.

As discussed below in “Securities Being Offered”, we are subject to the IRA that provides certain shareholders the right to demand full registration with the SEC in certain circumstances. Registration with and reporting to the SEC can be very burdensome, and in the event any demand for registration is made before we are ready to take on that burden, our resources could be significantly strained.

Investors will have to subscribe to multiple agreements in order to invest in this offering.

In order to invest in this offering, investors agree to become a party to the following agreements: (i) the Series A Preferred Stock Purchase Agreement, (ii) the Second Amended and Restated Investors’ Rights Agreement (iii) the Second Amended and Restated Right of First Refusal and Co-Sale Agreement (iv) the Second Amended and Restated Voting Agreement and (v) the Voting Proxy Agreement.

The stock purchase agreement, some of the other investor agreements, and certificate of incorporation have forum selection provisions and the agreements contain arbitration provisions, these provisions require disputes be resolved either in arbitration in Denver, Colorado or in the Court of Chancery in the State of Delaware, regardless of convenience or cost to you, the investor.

In order to invest in this offering, investors agree to resolve disputes arising under the stock purchase agreement and other investor agreements through arbitration in Denver, Colorado. These provisions severely limit your ability to address any claim against the company in a court of law. Further, the provisions limit your ability to have the same level of discovery that you may have in a court of law, and thereby, may hamper your ability to successfully resolve your dispute. Arbitration decisions are usually binding and if you are the losing party you may be liable for the company’s related costs, including reasonable attorney’s fees. Moreover, under the Third Amended and Restated Certificate of Incorporation, unless the company consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring certain shareholder related actions, including derivative actions, actions asserting a claim of breach of fiduciary duty, actions asserting claims arising pursuant to any provision of the Delaware General Corporation Law or the company’s certificate of incorporation or bylaws and actions asserting claims related to internal affairs doctrine. Further, there could be situations where you may be forced to arbitrate under certain agreements in Colorado and litigate other issues in Delaware, this may cause you to incur additional costs and expenses. Moreover, these forum selection provisions may limit your ability to obtain a favorable judicial forum for disputes with us.

Your ability to transfer your securities will be limited.

Your shares, regardless of whether you invest less than $50,000 or more than $50,000, will be subject to transfer requirements and restrictions, including a right of first refusal granted first to the company and second to other investors, and a co-sale right granted to other investors, along with certain notice requirements. Prior to transferring shares to most third parties, the company will have the right to purchase all or some of your shares that you intend to transfer. In the event the company does not want to purchase all of the shares you wish to sell, then a secondary refusal right is granted to all other investors to purchase their pro rata share of the offered securities. Further, all investors shall have the right to participate pro rata in a proposed transfer to most third parties. Finally, all sellers will be required to provide notice to the company prior to the sale to transferees. These requirements may delay or limit your ability to transfer your shares and delay or limit the ability of the third party transferee to transfer their shares in the future, or require you and third party transferees to incur additional costs to effectuate a share transfer. Further, transferees will be also subject to the same restrictions, and the market price for our Series A Preferred Stock could be adversely affected.

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Kindara depends on product manufacturing provided by outsourcing partners, many of which are located outside of the U.S.

Substantially all our manufacturing is performed in whole or in part by a few outsourcing partners located primarily in Asia. While these arrangements may lower operating costs, they also reduce the company’s direct control over production and distribution. It is uncertain what effect such diminished control will have on the quality or quantity of products or services, or the company’s flexibility to respond to changing conditions. Although arrangements with these partners may contain provisions for warranty expense reimbursement, we may remain responsible to the consumer for warranty service in the event of product defects and could experience an unanticipated product defect or warranty liability. While the company relies on its partners to adhere to its supplier code of conduct, material violations of the supplier code of conduct could occur negatively affecting the company’s image and business.

We are subject to foreign exchange rate fluctuations.

Some of our agreements with our overseas manufacturers include and may include in the future re-pricing requirements in the event of foreign exchange rate fluctuations. This may increase our manufacturing costs and we may need to re-price our products, which could have a negative effect on our sales.

We are vulnerable to hackers and cyber-attacks.

As manufacturers of internet-based devices, we may be vulnerable to hackers who may use our devices to launch distributed denial-of-service attacks. Further, we do not maintain insurance to protect against cyber-attacks and we do not plan to obtain such insurance. In the event we are sued due to a security breach the company may be forced to liquidate.

Kindara will share anonymous personal information with third-parties for profit.

Kindara will use user’s fertility data anonymously in their research to better understand human fertility and improve their products and services. Kindara may also share anonymous personal information with third-party researchers. Further, Kindara, its vendors and suppliers may observe user’s activities, preferences, and transactional data such as users IP address and browser type as well as content users have viewed during their use of the service. Kindara may use this data for any purpose and sell it to third-parties for profit. Users may lose trust in Kindara’s ability reasonably manage their personal information and decide to end their subscription. Kindara’s failure to maintain relationships with users could have an adverse effect on their business.

Because Kindara stores, processes, and uses data, which contains personal information, Kindara is subject to complex and evolving federal, state, and foreign laws and regulations regarding privacy, data protection, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in investigations, claims, changes to our business practices, increased cost of operations, and declines in user growth, retention, or engagement, any of which could seriously harm Kindara’s business.

Kindara is subject to a variety of laws and regulations in the United States and other countries that involve matters central to the business, including user privacy, rights of publicity, data protection, content, intellectual property, distribution, electronic contracts and other communications, competition, protection of minors, consumer protection, taxation, and online-payment services. These laws can be particularly restrictive in countries outside the United States. Both in the United States and abroad, these laws and regulations constantly evolve and remain subject to significant change. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate. Because we store, process, and use data, some of which contains personal information, we are subject to complex and evolving federal, state, and foreign laws and regulations regarding privacy, data protection, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in investigations, claims, changes to our business practices, increased cost of operations, and declines in user growth, retention, or engagement, any of which could seriously harm our business. Several proposals are pending before federal, state, and foreign legislative and regulatory bodies that could significantly affect our business. For example, a revision to the 1995 European Union Data Protection Directive is currently being considered by European legislative bodies that may include more stringent operational requirements for data processors and significant penalties for non-compliance. In addition, the General Data Protection Regulation in the European Union, which will go into effect on May 25, 2018, may require us to change our policies and procedures and, if we are not compliant, may seriously harm our business.

We provide products and services to consumers and issues and perceived concerns related to our product and services could negatively impact our business.

The company’s success depends in large part on its ability to maintain consumer confidence in the safety, efficacy and quality of its products and services. The company has rigorous product safety and quality standards for our products and clinic services. However, contaminated or adulterated products, the misuse of our products, and improper services at our clinics, could subject us to liability, including product liability claims, and expensive product recalls. Even if the claims are unsuccessful or without merit, the negative publicity could negatively impact our brand image and reputation, and therefore our bottom line.

Uncertainty with respect to U.S trade policy may reduce our manufacturing choices and add to our expenses.

We currently have our product manufactured in Thailand, and we are investigating manufacturing in China. The current U.S Administration has indicated a desire to re-negotiate trade deals and potentially impose tariffs on foreign countries, including China. We may incur additional expenses if we are forced to base any part of our manufacturing in the United States.

If we cannot raise sufficient funds we will not succeed.

For the past year, we have operated at a loss. Our net loss for 2016 was $1,740,852. Though we believe we will be able to reach profitability within the next three years, if we are unable to raise enough money in the offering and from additional sources, we will be unable to pay the costs needed for us to continue operations. Additional fundraising in the future may be offered at a lower valuation, which would dilute the interest of investors in this offering, or on more favorable terms – for example, debt financing, which could be positioned ahead of the investors in this offering in terms of seniority.

There is no current market for any of our shares of stock.

There is no formal marketplace for the resale of the Series A Preferred Stock. Shares of Series A Preferred Stock may be traded on the over-the-counter market to the extent any demand exists. Investors should assume that they may not be able to liquidate their investment for some time, or be able to pledge their shares as collateral.

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DILUTION

Dilution means a reduction in value, control, or earnings of the shares the investor owns.

Immediate dilution

An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the company. Occasionally, strategic partners are also interested in investing at an early stage. When the company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders, early employees, or investors from prior financings, which means that the cash value of your stake is diluted because each share of the same type is worth the same amount, and you paid more for your shares than earlier investors did for theirs. Dilution may also be caused by pricing securities at a value higher than book value or expenses incurred in the offering.

The following table compares the price that new investors are paying for their shares with the effective cash price paid by existing shareholders, giving effect to full conversion of all outstanding stock options and warrants, and assuming that the shares are sold at $0.25 per share. The schedule presents shares and pricing as issued and reflects all transactions since inception, which gives investors a better picture of what they will pay for their investment compared to the company’s insiders than just including such transactions for the last 12 months, which is what the SEC requires.

	Dates Issued	Issued Shares		Potential Shares		Total Issued and Potential Shares		Effective Cash Price per Share at Issuance or Potential Conversion
Common Shares	2011-present		4,463,909		-		4,463,909	$	0.08
Series Seed Preferred Shares	2015		11,627,544		-		11,627,544	$	0.42
Series Seed II Preferred Shares	2016-2017		6,721,424		-		6,721,424	$	0.22
Outstanding Stock Options	2011-present		-		5,597,000		5,597,000	$	0.08
Warrant	2017		-		270,000		270,000	$	0.067
Total Common Share Equivalents			22,812,877		5,867,000		28,679,877
Investors in this offering, assuming $3.5 million raised			14,000,000		0		14,000,000	$	0.25
Total after inclusion of this offering			36,812,877		5,867,000		42,679,877

The next table adds in consideration of authorized but unissued stock options and warrants, presenting the fully diluted basis. This adds 5,867,000 pre-financing shares outstanding and is not adjusted for potential conversion proceeds on the hypothetical exercise of these options and warrants.

On Basis of Full Conversion of Issued Instruments and Authorized but Unissued Stock Options	$500,000 Raise			$2,500,000 Raise			$3,500,000 Raise
Price per share	$	0.25		$	0.25		$	0.25
Shares issued		2,000,000			10,000,000			14,000,000
Capital raised	$	500,000		$	2,500,000		$	3,500,000
Less: Offering costs	$	(25,000	)	$	(275,000	)	$	(325,000	)
Net offering proceeds	$	475,000		$	2,225,000		$	3,175,000
Net tangible book value pre-financing	$	443,934		$	443,934		$	443,934
Net tangible book value post-financing	$	918,934		$	2,668,934		$	3,618,934
Shares issued and outstanding pre-financing, assuming     full conversion and authorized but unissued stock options		28,679,877			28,679,877			28,679,877
Post-financing shares issued and outstanding		30,679,877			38,409,877			42,409,877
Net tangible book value per share prior to offering	$	0.02		$	0.02		$	0.02
Increase/(Decrease) per share attributable to new investors	$	0.01		$	0.05		$	0.07
Net tangible book value per share after offering	$	0.03		$	0.07		$	0.09
Dilution per share to new investors ($)	$	(0.22	)	$	(0.18	)	$	(0.17	)
Dilution per share to new investors (%)		(88	)%		(72	)%		(66	)%

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This table is the same as the previous table, but removes the consideration of authorized but unissued stock options and warrants, instead only presenting issued shares (common shares, plus the assumption of conversion of all issued and outstanding preferred shares).

On Issued and Outstanding Basis:	$500,000 Raise			$2,500,000 Raise			$3,500,000 Raise
Price per share	$	0.25		$	0.25		$	0.25
Shares issued		2,000,000			10,000,000			14,000,000
Capital raised	$	500,000		$	2,500,000		$	3,500,000
Less:  Offering costs	$	(25,000	)	$	(275,000	)	$	(325,000	)
Net offering proceeds	$	475,000		$	2,225,000		$	3,175,000
Net tangible book value pre-financing	$	443,934		$	443,934		$	443,934
Net tangible book value post-financing	$	918,934		$	2,668,934		$	3,618,934
Shares issued and outstanding pre-financing		22,812,877			22,812,877			22,812,877
Post-financing shares issued and outstanding		24,812,877			32,812,877			36,812,877
Net tangible book value per share prior to offering	$	0.02		$	0.02		$	0.02
Increase/(Decrease) per share attributable to new investors	$	0.02		$	0.06		$	0.08
Net tangible book value per share after offering	$	0.04		$	0.08		$	0.10
Dilution per share to new investors ($)	$	(0.21	)	$	(0.17	)	$	(0.15	)
Dilution per share to new investors (%)		(85	)%		(67	)%		(61	)%

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USE OF PROCEEDS TO ISSUER

The net proceeds of a fully subscribed offering to the issuer, after total offering expenses and commissions will be approximately $3,175,000, depending on the final commission paid to SI Securities. Kindara plans to use these proceeds as follows:

· Approximately $500,000 on operating expenses including new hires, deferred salaries, R&D HIPPA Compliance and medical advisors.

· Approximately $1 million towards manufacturing of Wink 2.0 to be delivered between December 2017 and February 2018 in addition to the Kindara App continued development and iterative release roadmap in Q4 2017 through 2018. The total includes additional expenses related to product and app improvements, development and distribution logistics.

· Approximately $1 million on product and business development including DNA product development and integration, FAM charting education counselors and ovulation microscope product development and integration to be delivered by end of 2018.

· Approximately $675,000 on sales and paid customer marketing acquisition investments through December, 2018.  

· At the company’s discretion, approximately $100,000 may be used to repay obligations owed to certain related persons as discussed further in “Interest of Management and Others in Certain Transactions” on page 25 of this Offering Memorandum

If the offering size were to be $2,500,000, then we estimate that the net proceeds to the issuer would be approximately $2,225,000. In such an event, Kindara will adjust its use of proceeds by reducing headcount, marketing and product development related expenses. Proceeds would be split between headcount, capital for Wink 2.0, Kindara app and product development expenses. In this scenario, emphasis would be placed on Wink 2.0, development of the Kindara DNA product, digital marketing investments and software development to drive recurring revenue and hardware sales. Operating expenses would be reduced by $1,000,000 to include a reduction in number of new hires, marketing expense, number of products in the development pipeline and number of new app releases. In addition, the company may use some of the net proceeds to repay obligations owed to certain related persons, as discussed further in “Interest of Management and Others in Certain Transactions” on page 25 of this Offering Memorandum.

If the offering size were to be equal to the minimum close amount of $500,000, we estimate that the net proceeds to the issuer would be approximately $475,000. In this case, we would significantly reduce our headcount, marketing, working capital, and product development-related expenses. Proceeds would be split between headcount and working capital for Wink 2.0. Future inventory would be financed through lines of credit or purchase order financing. In this scenario, emphasis would be placed on cash-flow positive sales hires, software development, and recurring revenue opportunities.

The company reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

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THE COMPANY’S BUSINESS

Overview

Kindara, Inc. currently sells two products: (i) a fertility awareness application for iPhone and Android and (ii) Wink an oral fertility thermometer that records basal body temperature and syncs automatically with the Kindara App. The fertility awareness app can be used individually or in tandem with the Wink fertility thermometer. The Wink fertility thermometer is designed to work in conjunction with the fertility awareness app.

Kindara developed and markets the Kindara App, a fertility tracking application that helps women expedite conception, avoid pregnancy naturally, and better understand their cycles. The Kindara App can be used separately from Wink as users have the option to upload requested information to the app directly. The Kindara App is available, free of charge, to download from the App Store or on Google Play. Users can access the App Store via an iPhone or through iTunes via a computer. Google Play is downloaded directly to an Android device through the Play Store mobile app or by deploying the application to a device, such as a computer from the Google Play website.

The company also offers Wink, an oral fertility thermometer that records basal body temperature and syncs automatically with the Kindara App. Wink is dependent on the Kindara App to function properly. Wink is available for purchase on the following sites: (i) the company’s direct to consumer store located at https://www.kindara.com/wink for $129 and (ii) on amazon.com for $139.

Kindara, Inc., f/k/a Conscious Cycles LLC, was incorporated on April 22, 2010. Conscious Cycles LLC changed its name to Kindara Inc. on May 6, 2011 and converted from a Limited Liability Company to a C Corporation under the laws of Delaware. Kindara’s headquarters are in Boulder, Colorado.

Principal Products and Services

The App

The Kindara App is among the most sophisticated fertility apps available. Users utilize the Kindara App to: (i) more thoroughly understand menstrual cycles, (ii) expedite conception, (iii) avoid pregnancy naturally, (iv) manage peri-menopause, (v) discover health conditions like PCOS, and (vi) generally live more in-sync with their body. Based on the proven science of the Fertility Awareness Method (“FAM”), our goal is for users to feel confident around their reproductive health.

· If the user’s goal is to get pregnant: By knowing a user’s fertile window and ovulation timing, users can time sex to increase the likelihood of conception.

· If the user’s goal is to avoid pregnancy: The Kindara App is based on the Fertility Awareness Method, which as a tool is up to 99.6% effective when used correctly. The Kindara App supports the Sympto-Thermal method and can be used for Natural Family Planning (“NFP”). KINDARA APP is a tool for women to use to if they are practicing NFP, however the Kindara App is not marketed as a contraceptive device.

Key features of the app include:

· Calendar and fertility chart that accurately predict fertile days, ovulation and menstruation;

· Users can share their chart with their practitioner to facilitate the best care for them;

· Track basal body temperature in Fahrenheit or Celsius;

· Enter cervical fluid type for each day;

· Indicate peak days for user’s period and cervical fluid;

· Track intercourse and know high fertility days with the ovulation prediction tool;

· Enter menstruation timing to track periods;

· Track ovulation predictor kit results, cervical changes, PMS symptoms, spotting, pregnancy tests, cervix height/firmness and other data right on the user’s individual chart;

· Daily journal entries to keep track of user’s moods, doctor visits, etc;

· Users can access our vast knowledge base to learn how to avoid pregnancy, practice Natural Family Planning (NFP) or get pregnant.

Kindara App users love the app and they share and support each other in the Kindara community. The Kindara community is a place for women to anonymously share their data, connect with others for support on fertility-related matters, and learn together about what their data means. 

Users can post charts in the community to receive feedback, browse through charts to find ones that peak their interest, or leave comments on other community member charts to ask about their data.

The first step to participating in the community is to fill out a profile.

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After users have filled out a profile, users can browse the charts in the community to find charts that interest them. To get the most out of the community, users may want to find a group of 5-10 women whose charts peak their interest, or whose data is similar to theirs. Users can search for specific tags, such as breastfeeding, hypothyroidism, or ovulation, to find charts to follow.

On balance, the Kindara community provides feedback and support to and from fellow community members and FAM enthusiasts to help interpret user’s fertility chart.

The Kindara App is available, free of charge, to download from the App Store or on Google Play. Users can access the App Store via an iPhone or through iTunes via a computer. Google Play is downloaded directly to an Android device through the Play Store mobile app or by deploying the application to a device, such as a computer from the Google Play website.  

While we will continue to offer a “free” version of the Kindara App, we will be adding additional features in the app, including expanded community features that we will charge a monthly subscription for. While this is a common practice in our industry and with our competitors, this is an unproven model for Kindara and therefore could fail to meet our financial goals.

Wink

Wink is the first and only oral fertility thermometer built to sync with the Kindara App. 

With the much-loved Kindara App, the company offers users the knowledge, support, and a tracking tool to understand their fertility.  Wink makes charting quick and easy so users can enjoy the journey.

· STEP 1: Take Temperature. Users utilize Wink to take their body basal temperature (BBT) at the same time every morning before getting out of bed.

· STEP 2: Sync Automatically. The user’s temperature and the time it was taken automatically syncs with the Kindara App (with either the iPhone or Android mobile device).

· STEP 3: Understand Body Happenings. Better data, a supportive community and/or a user’s practitioner can help users achieve fertility goals. In other words, Wink, provides seamless tracking for users to achieve their fertility goals.

Whether users want to expedite conception, avoid pregnancy naturally and effectively, or better understand their cycles, Wink is here to help.

Wink accurately records users BBT up to four times faster than other BBT thermometers on the market and syncs automatically with the Kindara App.

Kindara believes that better data means users can take better ownership of their reproductive health and achieve their fertility goals with more ease.

Wink is available for purchase on the following sites: (i) the company’s direct to consumer store located at https://www.kindara.com/wink for $129 and (ii) on amazon.com for $139.

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Technology and Product Description

Kindara App

The Kindara App users track the two key fertility signs: (i) cervical fluid and (ii) basal body temperature to determine when ovulation will occur. With this information, couples can plan for intercourse when the woman is able to conceive. Women can also identify cycle irregularities that may indicate infertility-causing health problems. By giving users the tools to understand their unique cycles, the Kindara App allows users to address a potential cause of infertility with their health care practitioner before seeking expensive medical intervention that may be unnecessary.

Many women use calendar methods for conception, but since all women’s bodies are different, calendar methods don’t work very well. A woman is much more likely to conceive if she can identify when she’s going to ovulate based on her personal fertility signs.

Kindara believes that the Fertility Awareness Method, upon which the Kindara App is based, dramatically increases the likelihood of conceiving. Research has shown that women using fertility tracking have a 90% chance of achieving pregnancy over three months.

Wink

Wink measures a woman’s basal body temperature, a key fertility sign that corresponds with the level of progesterone in her body. Recording this data and other fertility information in the Kindara App allows the user to determine if and when she is ovulating, if there are any cycle irregularities that need to be addressed before conception, and the exact time to have intercourse to conceive successfully.

Wink is designed to take oral basal body temperature readings. Users just put Wink under their tongue when they wake up and wait for a gentle vibration. Users can review their temperature chart and analyze their fertility data in the Kindara mobile app when they are awake and ready.

Kindara designed Wink using a new, high-tech thermistor as well as a new algorithm that makes Wink faster, more sensitive, and more precise than other basal body thermometers available. All of a woman’s temperature readings will be within ±0.10°C (0.18°F) in the range of 33.0°C to 37.2°C (93.0°F to 99.0°F) and no individual reading will be more than ±0.10°C (0.18°F) outside typical body temperature range. Wink takes a user’s temperature in about 20 seconds. Achieving high accuracy and fast readings are made possible with Wink's high-sensitivity thermistor and patent-pending tip shape.

Wink uses Bluetooth Low Energy (BLE) to sync user’s temperature automatically with the Kindara mobile app on a user’s Android or iOS device. Wink does not use Wi-Fi or a user’s mobile data network to sync. If “Bluetooth-enabled”, Wink will sync with it within 100 feet.

Wink does not run on replaceable batteries. Instead, users can charge Wink with the provided Micro-USB cable, or any Micro-USB.

Wink is made with a rubberized exterior and is resistant to the dents and scratches that would occur when being carried around in a bag with other objects such as keys, wallets, and other electronics. Kindara has designed Wink to be water resistant and durable to withstand common accidents, including being knocked off a bedside table and kicked across the floor. Wink is made from a class VI biocompatible thermoplastic elastomer, polycarbonate, and stainless steel. In general, thermoplastics are considered latex-free, so there is very little, if any, concern regarding the use of thermoplastics in latex-allergic individuals.

Wink is compatible with all iOS devices that are Bluetooth 4.0 Low Energy enabled. This includes iPhone 4s and up, iPad 3rd generation and up (including iPad mini and iPad Air) as long as they are running iOS 8 or higher. Wink supports Android devices running Android 4.4. A user’s device must be Bluetooth Low Energy-ready to sync with Wink, otherwise users can still use Wink without syncing to the Kindara App.

Regulation

In the United States, Wink is registered with the FDA and is classified by the FDA as a 501(k) exempt medical device. These medical devices are mostly low-risk devices that provide a reasonable assurance of safety and effectiveness. A 501(k) exempt medical device does not require FDA review before it is marketed. However, as required by the FDA, a 501(k) exempt medical device must adhere to the following certain general controls:

· be suitable for their intended use;

· be adequately packaged and properly labeled;

· have establishment registration and device listing forms on file with FDA;

· be manufactured under a quality system.

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In Europe, Wink has a CE mark. CE marking is a mandatory conformity for certain products sold within the European Economic Area since 1985. The CE marking is also found on products sold outside the European Economic Area that are manufactured in, or designed to be sold in, the European Economic Area. This makes the CE marking recognizable worldwide even to people who are not familiar with the European Economic Area.

The CE marking is the manufacturer's declaration that the product meets the requirements of the applicable European Union directive.

Future Product Development

In 2017, Kindara intends to launch Wink 2.0. Kindara intends that Wink 2.0 will sell for $79. Further, Kindara intends to introduce “Connected Fertility Counseling.” As the Kindara community continues to evolve, an emphasis will be placed on additional support at varying price points and in different forms.

Strategically, Kindara knows that it combines the best attributes of the Kindara App and a connected device, providing the easiest charting experience. Additionally, Kindara has a substantial community of engaged users, which allow Kindara to market additional products and services in the future. Kindara intends to capitalize on this foundation.

Kindara first new product is an expansion of the Kindara App. The expansion will allow Kindara to charge subscription fees, creating a new source of revenue. The expansion of the Kindara App will improve the ability of Kindara community members to communicate with one another, including private chat rooms and instant messaging. Kindara anticipates to launch this product in Q4 of 2017.

Kindara’s second new product is a service in partnership with Helix, a DNA sequencing company with whom Kindara has a signed term sheet. “Kindara DNA” will allow users to send us a saliva sample to sequence their DNA to provide information that will help with them with both general health and wellness as well as potentially offering insights that will help with their personal fertility goals. This is a new partnership, and Kindara does not expect to launch this product until Q2 of 2018.

Distribution and Technical Partnerships

Kindara has an Affiliate program which allows qualified companies to advertise Wink through their own websites, social media, and private practices. Sales generated through this program pay a 12.5% commission to the businesses through affiliate tracking software. As of May 17, 2017, Kindara has approximately 50 affiliates who have produced approximately $3,600 in revenue in 2017.

Our Market

Over the past few years, increased interest in women’s health has put pressure on businesses to expand and improve the products and services available to women. Soon, we will see breakthroughs and discoveries as women’s reproductive health becomes a less taboo and better understood hot topic.

We believe that women’s health has finally emerged from the shadows to take its rightful place as a market deserving of investment. 2016 was an explosive year for women’s health companies. Women will continue to demand more out of their health products, and companies will need to innovate or they will be left behind.

Infertility impacts millions of women in the United States annually.

7.4 million women, or 11.9% of women in the United States, have ever received any infertility services in their lifetime.

1 in 8 couples (or 12% of married women in the United States) have trouble getting pregnant or sustaining a pregnancy.

Approximately one-third of infertility is attributed to the female partner, one-third attributed to the male partner and one-third is caused by a combination of problems in both partners or, is unexplained.

Approximately 44% of women with infertility have sought medical assistance. Of those who seek medical intervention, approximately 65% give birth.

The Affordable Care Act (ACA) does not require coverage for infertility treatments. Those states with an infertility mandate that covers IVF may have chosen an Essential Health Benefits (EHB) benchmark plan that includes the IVF mandate. The EHB impacts the individual and small group markets only in each state.

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Therefore, many women will seek low cost options to help with fertility planning, positioning Kindara well to provide women the guidance and support they may not receive elsewhere.

We also believe that women will continue to seek alternative methods to hormonal birth control for a natural birth control method. Currently, 12 million women in the United States take the hormonal contraception known as “the pill” everyday—but few know how this drug works or the potential side effects. Contrary to cultural myth, the birth control pill impacts many organs and functions of the body, yet most women do not even think of it as a drug. However, through growing reports of negative side effects and increasing number of alternatives, women will begin to take back control of their cycles, and switch to a natural method of birth control, like the Fertility Awareness Method (FAM). FAM is form of natural birth control that is 99.6% effective, based on a specific set of scientific principles used to measure and track a woman’s fertile and infertile times in their cycle.

Despite many women practicing FAM as contraception, prior to Kindara being marketed as a contraceptive device we will need to seek FDA “Pre-Market Authorization”, which will require Kindara to prove in a clinical trial that our app and device, used properly, have efficacy as a birth control device.

Further, we predict that over 75% of all pregnancies will be assisted by mobile apps. Women’s health apps comprise a booming niche of the health app market. There are apps to chart user’s fertility, suggest baby names, support user’s prenatal fitness, and learn about the development of the baby. According to a study done by Citrix, 47 percent of people using mobile health apps are using a pregnancy related application. We will continue to see an increase in the percentage of women using mobile apps to conceive and maintain healthy pregnancies.

We predict that women will trust their mobile health apps and communities more than their doctors. We will see women steering away from doctor’s offices and into their smartphones – largely due to the multitude of digital health tools that are available. In fact, according to a recent study, two-thirds of women said they would use a mobile app to manage health-related issues. With the wealth of data and peer-to-peer communities now available, mobile apps are quickly becoming the primary source for women to manage treatment, diagnosis, and prevention of health conditions. Specifically, women’s health apps have some of the highest numbers of subscribers of all health apps. As user trust continues to grow for these apps, collaborations that bring together activity tracking, period tracking, weight and diet tracking will merge, with powerful overall health results. More than ever Doctors will need to connect in with the app ecosystem or be left behind.

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Competition

We consider our competition to be apps like Glow, Clue, and Ovia Health that provide fertility tracking services similar to Kindara. We also view standard BBT thermometers as our competition on the device side of our business, Wink.

A description of these companies can be found below:

· Glow: An ovulation calculator, period tracker, and fertility calendar to help women take control of their reproductive health

· Clue: An app built on machine learning to track a woman’s monthly menstrual cycle.

· Ovia Health: A fertility, pregnancy and parenting platform. The Ovia app family includes specific apps for each of the following: fertility, pregnancy and parenting.

We believe that, in comparison to our competition listed above, our advantage is that we combine the best attributes of the app and a connected device, providing the easiest charting experience. Additionally, we have a substantial community of engaged users, which allow us to market additional products and services in the future.

There are multiple apps in the marketplace that can be used to track fertility, but none with our scale that also have a simple to use connected oral BBT thermometer. Our funnel is generally an app user evolving to Wink purchase. 

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Intellectual Property

Trademarks

Kindara has secured two registered U.S. Marks, one registered European Union Mark, one registered Chinese Mark and one pending Chinese Application.

A detailed description for each trademark can be found below.

Description and Atty Docket No.	Serial No./Registration No.	Filing Date/Registration Date	Mark	Class	Status
U.S. Mark   20000US00	86/425396   Registration Number: 5032472	October 16, 2014   Registration Date: August 30, 2016	WINK (Block)	Int’l Class 010, fertility thermometer	Registered
European Regional Registration   20000EM00	13948161   Registration Number: 13948161	April 14, 2015   Registration Date: August 14, 2015	WINK (Block)	Int’l Class 010, fertility thermometer	Registered
U.S. Mark   20001US00	86/491165   Registration Number: 4917143	December 29, 2014   Registration Date: March 15, 2016	KINDARA (Block)	Int’l Class 009, downloadable software application relating to fertility   Int’l Class 035, goods relating to female empowerment and women’s reproductive healthcare	Registered
Chinese Regional Application   20001CN00	18216874	November 2, 2015	KINDARA (Block)	Int’l Class 009, Class 9, downloadable software application relating to fertility   Int’l Class 035, goods relating to female empowerment and women’s reproductive healthcare	Registered
Chinese Regional Application   20002CN00	21482558	October 8, 2016	WINK BY KINDARA (Block)	Int’l Class 010, Thermometers for medical purposes; Medical apparatus and instruments	Pending

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Patents

Kindara has secured two issued U.S. design patents, four granted European design registrations, one pending U.S. utility application, one pending European utility application, one pending Canadian utility application. A detailed description for each patent can be found below.

Description and Atty Docket No.	Serial/Patent No.	Filing Date	Title	Claimed concept(s)	Status
European National from 70000WO00 PCT   70000EP00	11777732.6	March 4, 2011	SYSTEM FOR TRACKING FEMALE FERTILITY	Two sets of claims: - A fertility tracking apparatus including a thermometer -A distributed fertility tracking system including a thermometer	Pending
U.S. Continuation   70000US04	15/059,150	March 2, 2016	SYSTEM FOR TRACKING FEMALE FERTILITY	- A fertility tracking apparatus including a thermometer and configured to communicate with a mobile phone - A combination of a mobile phone and fertility tracking apparatus -A distributed fertility tracking system including a thermometer	Pending   USPTO currently estimating 17 months estimated to first action
PCT Application   70001WO00	PCT/US2014/061797	October 22, 2014	INTEGRATED WIRELESS FERTILITY TRACKING SYSTEM	Eight sets of claims to different thermometer functionalities: - Thermometer with accelerometer that instructs a computing device to turn off an alarm when the thermometer is picked up by a user - Thermometer with accelerometer that turns on the screen when the thermometer is picked up by the user - A thermometer having a cap with a substantially flat shape - A thermometer and case where the case is shaped to only permit insertion of the thermometer in a particular way - A thermometer and case that, when combined, form a unified shape with a smooth edge and the junction - A thermometer having a center of gravity located near a teeth-gripping portion of a thermometer probe - A thermometer and case both having batteries and having a charging circuit on the case that determines which of the batteries to charge at a time - A thermometer that provides a haptic or visual output to a user when finished taking a temperature	Pending
U.S. Continuation from 70000WO00 PCT   70001US01	15/134,737	April 21, 2016	INTEGRATED WIRELESS FERTILITY TRACKING SYSTEM	- A thermometer that provides a haptic or visual output to a user when finished taking a temperature	Pending   USPTO currently estimating 8 months estimated to first action
U.S. Design   70002US00	D721,288 (29/471,543)	November 1, 2013	THERMOMETER AND CASE	Design of exterior of Wink thermometer	Granted
U.S. Design   70002US01	D728,389 (29/504,498)	October 7, 2014	THERMOMETER AND CASE	Design of thermometer probe of Wink thermometer	Granted
European Design   70002EM00	002812255-0001	October 6, 2015	THERMOMETER AND CASE	Design of exterior of Wink thermometer	Granted
European Design   70002EM01	02812255-0002	October 6, 2015	THERMOMETER AND CASE	Design of exterior of Wink thermometer	Granted
European Design   70002EM02	02812255-0003	October 6, 2015	THERMOMETER AND CASE	Design of thermometer probe of Wink thermometer	Granted
European Design   70002EM03	02812255-0004	October 6, 2015	THERMOMETER AND CASE	Design of thermometer probe of Wink thermometer	Granted

Wink is developed with engineering support pursuant to a Partnership Agreement dated October 15, 2014 with Aginova, Inc. Pursuant to this agreement we retain all intellectual property rights to the Wink and Aginova maintains the hardware design, firmware and API relating to the Wink. We are required to pay licensing fees to Aginova and Aginova has the right to market the Wink in Japan. See Exhibit 6.7 of the Offering Statement of which this Offering Circular forms a part. 

Manufacturing and Suppliers

Like many connected device startups, substantially all Kindara’s manufacturing is performed in whole or in part by a few out-sourcing partners located primarily in Asia. While these arrangements may lower operating costs, they also reduce Kindara’s direct control over production and distribution. It is uncertain what effect such diminished control will have on the quality or quantity of products or services, or Kindara’s flexibility to respond to changing conditions. Although arrangements with these partners contain provisions for warranty expense reimbursement, Kindara may remain responsible to the consumer for warranty service in the event of product defects and could experience an unanticipated product defect or warranty liability. While Kindara relies on its partners to adhere to its supplier code of conduct, material violations of the supplier code of conduct could occur.

Our primary manufacturer is Hana Inc., with offices in Thailand. Hana will source and purchase all our raw materials needed to manufacture our products.

Employees

The company currently has 5 full-time employees.

Research and Development

In 2016 and 2015, we have spent $274,361 and $738,799, respectively, on Research & Development.

Litigation

The company is not involved in any litigation, and its management is not aware of any pending or threatened legal actions relating to its intellectual property, conduct of its business activities, or otherwise.

THE COMPANY’S PROPERTY

The company owns furniture, fixtures, machinery and equipment totaling $113,285 and $79,672 as of December 31, 2016 and 2015, respectively. Depreciation is recorded for these assets using the straight-line method over the estimated useful lives of the assets ranging from 3-7 years. Depreciation expense amounted to $23,520 and $2,850 as of December 31, 2016 and December 31, 2015, respectively.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Operating Results

Kindara, Inc., f/k/a Conscious Cycles LLC, was incorporated on April 22, 2010. Conscious Cycles LLC changed its name to Kindara Inc. on May 6, 2011 and converted from a Limited Liability Company to a C Corporation under the laws of Delaware and began generating revenues in 2015. The company has never realized net profits and has been operating at a net loss since inception.

Our net revenues totaled $1,083,844 in 2016 compared with $23,292 in revenues in 2015. Our 2015 revenue was derived exclusively from an online store and our 2016 revenue was derived primarily from sales of Wink. Since launching Wink in 2016 Kindara has: (i) sold over 15,000 Wink thermometers through Kindara.com and Amazon.com and (ii) seen 25,000 new downloads monthly.

Cost of net revenues (product manufacturing costs, and shipping to the United States) totaled $776,304 in 2016 and $20,128 in 2015. We attribute this increase to a change in the source of our revenues from our online store to Wink.

Operating expenses totaled $2,003,525 in 2016 and $2,256,907 in 2015, a decrease of $253,382 or about 11%. The primary components of this decrease were:

· Salaries totaled $838,500 in 2016 and $941,633 in 2015, a decrease of $103,133

· R&D costs totaled $274,361 in 2016 and $738,700 in 2015, a decrease of $464,339

These decreases offset cost increases in:

· General and Administrative spending totaled $328,499 in 2016 and $180,925 in 2015, an increase of $147,574

· Sales and marketing totaled $ 164,192 in 2016 and $104,784 in 2015, an increase of $59,408

As of December 31, 2016, the company had 4 full-time employees representing approximately $26,000 in monthly operating expenses. By September of 2017, we plan to have 6 full time employees, representing approximately $42,000 in monthly operating expenses. This hire will increase the size of our leadership team. We anticipate further increases in compensation and benefits as we adjust current salaries to market rates in order to reward and retain our talent.

Our net loss totaled $1,740,852 in 2016 compared with a net loss totaling $2,403,038 in 2015. This net loss improvement was driven by increased Wink sales of approximately $1.05 million in addition to a decrease in operating and R&D expenses (noted above).

Although Kindara is not currently profitable, we expect to reach profitability within 2 years based on improved product margins, additional revenue streams (product expansion, app recurring revenue, strategic partnerships) and expanded distribution channels (retail, online and healthcare providers).

Additionally, we plan to develop our product pipeline, expand distribution internationally, and explore strategic partnerships. If we manage to achieve this, our cost of goods sold will decline and profitability should increase with the larger scale of production and increased sales.

Wink 1.0 margins are approximately 28% and we anticipate margins for Wink 2.0 may be over 80% as we source lower cost manufacturing parts and services while maintaining design, quality and output. The addition of future products may add diversified recurring revenue streams. Examples of these new products include: Kindara DNA, continued iterations of the Kindara app and FAM charting education counselors.

To achieve profitability, operating expenses will also need to be optimized. Currently, we are focused on selling Wink 1.0, updating our app and developing Wink 2.0 which entails working with a product design company in Hong Kong. Once we are able to establish additional sales channels for Wink we will be able to scale back certain operating expenses (e.g. marketing and R&D) thus increasing net profits. To be clear, Kindara will still make investments in R&D and marketing initiatives, but the proportion of those expenditures as they relate to revenue and total expenses will decrease.

Liquidity and Capital Resources

As of December 31, 2016, we had $213,684 of cash and cash equivalents.

We will be able to conduct operations for a minimum of 6 months with our current cash on hand without regard to the proceeds we expect to receive from the Regulation A offering.

Trend Information

There are several trends affecting and shaping the women’s health industry:

· Kindara serves two large markets:

1. TTC Women (Trying To Conceive): Kindara is well positioned to provide women the guidance and support they may not receive elsewhere.

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▪ 7.4 million women (11.9% of women in the US) have received infertility services in their lifetime. (2006-2010 National Survey of Family Growth, CDC)

▪ The Affordable Care Act (ACA) does not require coverage for infertility treatments. Those states with an infertility mandate that covers IVF may have chosen an Essential Health Benefits (EHB) benchmark plan that includes the IVF mandate.

▪ The American Health Care Act (ACHA) if passed will likely eliminate the state mandate, reducing coverage from current levels

2. TTA Women (Trying To Avoid): Approximately 30% of current Kindara users are using it to avoid pregnancy on a self-reported basis

▪ Currently, 12 million women in the United States take the hormonal contraception known as “the pill”

▪ Growing reports of negative side effects, will continue to have women shift to natural methods of birth control, like the Fertility Awareness Method (FAM).

▪ FAM is form of natural birth control that is 99.6% effective, based on a specific set of scientific principles used to measure and track a woman’s fertile and infertile times in their cycle.

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DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Name	Position	Age	Term of Office (if indefinite, give date appointed)	Approximate hours per week (if part-time)/full- time
Executive Officers:
Ira Hernowitz	CEO	51	May 2016	Full Time
Tia Newcomer	COO	43	May 1, 2017	Full Time
Directors:
Ira Hernowitz	Director	51	July 5, 2016
Dave Balter	Director	45	August 5, 2015
William Sacks	Director	37	May 6, 2011
Corey Schmid	Director	41	October 17, 2016

Ira Hernowitz – CEO

Ira believes that in business it is possible to “do well” and “do good”, which is why he is so excited to be at Kindara serving women in their quest to optimize health. Over 20 years ago, Ira recalls the frustration and angst he and his wife felt trying to conceive their first child. Like many of you, they dutifully charted his wife’s cycle (with an old-fashioned mercury thermometer), and ultimately had their daughter with some intervention via IUI. Ira is delighted to say they added a son two years later.

Ira has been fortunate to be part of amazing businesses in his career, stewarding storied brands as President of Stride Rite from 2013 to 2015, Executive Vice President at Toys R Us and Babies R Us from 2012 to 2013, as well as multiple senior executive positions at Hasbro from 1996 to 2012.

Tia Newcomer – COO

Tia is a senior executive with experience across commercial operations, marketing, sales and data science. She has spent the last 5 years in the women’s healthcare industry with a focus on getting women education about their choices along their fertility journey. From VP of Commercial Operations at Cord Blood Registry (a company that gives families the option to save newborn stem cells) to Chief Revenue Officer at Prelude Fertility (a company that educates women on preserving their fertility options).

Tia also has a +15-year foundation in tech and CPG (Hewlett Packard, PepsiCo, Frito Lay, Clorox, Revlon) with experience in startups, mid-sized companies and matrixed Fortune 100 companies.

Tia is maniacal on understanding customer pain points to deliver a human experience in companies and their products.

That human experience became very real when she and her husband faced difficulties getting pregnant due to his history of testicular cancer. Six samples purchased and only three used, Tia and her husband experienced first-hand how effective BBT charting was using IUI and a sperm donor to conceive their two beautiful daughters.

Dave Balter- Lead Board Director

Dave is the founder and CEO of Mylestone, which ensures your most precious memories are accessible, upon command. Mylestone’s transforms photos, video and audio into narratives that can be recalled via Voice Assistants, such as Amazon’s Alexa.

Previously, Dave was the CEO and co-founder of Smarterer, a skills assessment company from September 2013 to May 2015. It was acquired by Pluralsight in 2014. Post-acquisition, Dave was the Head of Transactions at Pluralsight from May 2015 to January 2016, while also serving as a Board Observer. Before co-founding Smarterer in 2010, Dave founded BzzAgent, a social media marketing company, which was acquired by dunnhumby, a division of Tesco (PLC) in 2011. From 2011-2014 Dave was part of the Global Executive Team at dunnhumby, where he led all venture and M&A activity.

Dave shares his drive for technology with his local Boston community as an investor and advisor to dozens of startups, including acting as Venture Partner in seed-stage investment firm Boston Seed Capital. Investments include Grapevine, Promoboxx, Help Scout, Kettle & Fire, Turo, NRG, AdHawk, and Fortified Bike. Dave is Vice Chairman of Boch Center for the Performing Arts, a nonprofit steward of iconic venues, providing arts, entertainment, cultural, and educational experiences to the greater Boston community.

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William Sacks – Board Director

Will Sacks is an entrepreneur, designer, blogger, and engineer from Toronto Canada. Will holds a bachelor of mechanical engineering from McGill university, where he also studied economics and led the McGill Solar Vehicle Team. At McGill Will received various awards for extra-curricular involvement and academic achievement. 

After McGill Will co-founded Lumetro, an online lighting distributor focusing on energy efficient lighting, and acted as director of sustainability at Watershed Technologies in Toronto. In 2010 Will fell in love with fertility charting and co-founded Kindara to help women everywhere feel calm and confident about their fertility. As CEO, Will grew Kindara from the idea stage to being a respected fertility app used by hundreds of thousands of women across dozens of countries. Having stepped aside as CEO in March, 2016, Will serves as a Kindara Director and works with other early stage startups to help them get to product/market fit.

Will is a graduate of HAXLR8R, Founder Institute, the Landmark Education Curriculum for Living, and has lived in 5 countries. Will has a passion for new technology, social and cultural evolution and activism, and entrepreneurship. Will currently resides with his wife Kati in Boulder Colorado.

Corey Schmid – Board Director

Corey Schmid is an Investment Partner with Seven Peaks Ventures from December 2013 to present, and Director, Management & Operating Engagements with Cascadian Consulting Group from March 2014 to present. She currently sits on the Board of Amplion Inc, is Steering Committee Member for the Bend Bio Consortium, and was a panelist and judge at the 2014 Bend Venture Conference. Corey also volunteers as a mentor in Bend’s top accelerator, Founder’s Pad and with other local organizations and charities in the Bend community. Corey graduated from Boston College with her BA in Human Development/Psychology and received her MBA from Portland State University. She now resides in Bend, Oregon with her husband and two sons, and is an avid mountain biker, runner and all around outdoor enthusiast.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

For the fiscal year ended December 31, 2016, we compensated our executive officers as follows:

Name	Capacities in which compensation was received ($)	Cash compensation ($)		Other compensation ($) – see below table of security ownership		Total compensation ($)
Ira Hernowitz	CEO and Interim CEO	$	73,333		0	$	73,333 (1)
Will Sacks	VP of Product/CEO	$	76,767		0	$	76,767
Sarah Hatcher	COO (from 1/1 through 3/31)	$	58,971		0	$	58,971

(1) Ira Hernowitz’s total approved 2016 annual salary, as a full time CEO, was $175,000. Ira did not become the full time CEO until September 2016. From May 2016 to September 2016 Ira served as the interim CEO. During this time he was compensated $5,000 a month plus travel expenses. 

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

Title of class	Beneficial Owner	Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Amount and Nature of Beneficial Ownership Acquirable	Percent of Class (1)
Common Stock	Will Sacks	Box 380 1630 30th Street Unit A Boulder, CO 80301	3,475,937 shares (2)		77.9%
Common Stock	Ira Hernowitz	Box 380 1630 30th Street Unit A Boulder, CO 80301	0 shares	1,172,557 shares (3)	20.8%
Common Stock	SOSV III, LP and its affiliate, SOSV Investments LLC	Box 380 1630 30th Street Unit A Boulder, CO 80301	638,000 shares	4,066,980 shares (3)	55% (1) (ownership is 11.4% based on currently outstanding Common Stock)
Common Stock	All executive officers and directors as a group (including Will Sacks and Ira Hernowitz)	Box 380 1630 30th Street Unit A Boulder, CO 80301	3,475,937 shares (2)	1,172,557 shares (3)(4)	82% (1)
Series Seed Preferred Stock	Boston Seed Capital II, LP	Box 380 1630 30th Street Unit A Boulder, CO 80301	1,883,239 shares		16.2%
Series Seed Preferred Stock	SOSV III, LP and its affiliate, SOSV Investments LLC	Box 380 1630 30th Street Unit A Boulder, CO 80301	3157888 shares		27.2%
Series Seed II Preferred Stock	Boston Seed Capital II, LP	Box 380 1630 30th Street Unit A Boulder, CO 80301	1,363,636 shares		20.3%
Series Seed II Preferred Stock	SOSV III, LP and its affiliate, SOSV Investments LLC	Box 380 1630 30th Street Unit A Boulder, CO 80301	909,092 shares		13.5%
Series Seed II Preferred Stock	Hana Microelectronics Investments Co., Ltd	Box 380 1630 30th Street Unit A Boulder, CO 80301	1,363,636 shares		20.3%

(1) This calculation is the amount the person owns now, plus the amount that person is entitled to acquire. That amount is then shown as a percentage of the outstanding amount of securities in that class if no other person exercised their rights to acquire those securities. The result is a calculation of the maximum amount that person could ever own based on their current and acquirable ownership, which is why the amounts in this column may not add up to 100% for each class.

(2) Subject to vesting.

(3) Shares available through the conversion of preferred stock and/or the exercise of vested stock options.

(4) Pursuant to the Voting Agreement, Boston Seed Capital II, LP has the right to appoint a Preferred Director, who is currently Dave Balter. Mr. Balter does not individually hold or have the right to acquire any shares of stock.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

The company has entered into the following transactions in which management or related persons have an interest in outside of the ordinary course of our operations.

· Partnership Agreement dated October 16, 2014 with Aginova Inc. pursuant to which Aginova provides engineering support for the Wink thermometer and receives in return licensing fees and the right to market in Japan.

· Supplier Agreement with Future Electronics pursuant to which Future Electronics assists with inventory management and receives in return compensation for its services.

· Demand Promissory Note dated March 29, 2017 issued to Boston Seed Capital, LLC, in the amount of $25,000. Principal and interest shall be repaid in full on the date of the next equity financing resulting in proceeds to the company of at least $3,000,000. The demand note accrues interest at 5% per annum payable upon repayment of the principal amount.

· Revolving Secured Demand Promissory Note dated April 5, 2017 issued to Hana Microelectronics Investments Co., Ltd in the maximum aggregate amount of $300,000. The unpaid principal sum shall bear interest at a fixed interest of 2.82% per annum.

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SECURITIES BEING OFFERED

General

The company is offering Series A Preferred Stock to investors in this offering. The Series A Preferred Stock may be converted into the Common Stock of the company at the discretion of each investor, or automatically upon the occurrence of certain events, like an Initial Public Offering. The company is therefore qualifying up to 14,000,000 shares of Series A Preferred Stock, convertible into an additional 14,000,000 shares of Common Stock under this Offering Statement, of which this Offering Circular is part. Investors in this offering will be required to sign an irrevocable proxy, which will restrict their ability to vote. The proxy will remain in effect until the company’s sale of its common stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act.

The following description summarizes important terms of the company's capital stock. This summary does not purport to be complete and is qualified in its entirety by the provisions of the Third Amended and Restated Certificate of Incorporation and its Amended and Restated Bylaws, copies of which have been filed as Exhibits to the Offering Statement of which this Offering Circular is a part.

For a complete description of Kindara capital stock, you should refer to the form of the Third Amended and Restated Certificate of Incorporation, the Second Amended and Restated Investor Rights Agreement, the Second Amended and Restated Right of First Refusal and Co-Sale Agreement, the Second Amended and Restated Voting Agreement and the Amended and Restated Bylaws, and applicable provisions of the Delaware General Corporation Law. The Third Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws and agreements are filed as exhibits to the Offering Statement of which this Offering Circular forms a part. Investors will become subject to these agreements, which have been filed as Exhibits to the Offering Statement of which this Offering Circular is a part.

Pursuant to the Second Amended and Restated Investor Rights Agreement, Major Investors (holders of 400,000 shares or more) get access to certain financial records and information. They also receive the right to participate pro rata in future rounds. Certain early investors also have board observer rights, whereby they may sit in on board meetings but have no voting rights.

Immediately following the completion of this offering, Kindara’s authorized capital stock will consist of 52,000,000 shares of Common Stock, $0.00001 par value per share, 32,750,000 shares of Preferred Stock, $0.00001 par value per share, of which 11,750,000 shares are designated Series Seed Preferred Stock, 7,000,000 shares are designated  Series Seed II Preferred Stock, and 14,000,000 are designated as Series A Preferred Stock. The total number of employee stock options authorized immediately following the completion of this offering is 8,797,000.

As of June 20, 2017, the outstanding shares and options included:

· 4,463,909 shares of Common Stock are issued, outstanding and fully vested;

· 11,627,544 shares of preferred stock designated as Series Seed Preferred Stock have been issued and are outstanding; 6,721,424 shares of preferred stock designated as Series Seed II Preferred Stock have been issued and are outstanding;

· 5,129,663 employee stock options have been committed pursuant to the 2011 Equity Incentive Plan and a warrant to purchase 270,000 shares of Common Stock is issued and outstanding.

Series A Preferred Stock, Series Seed Preferred Stock II and Series Seed Preferred Stock

General

The company has the authority to issue: 32,750,000 shares of Preferred Stock, of which (i) 11,750,000 have been designated as “Series Seed Preferred Stock” (ii) 7,000,000 have been designated as “Series Seed II Preferred Stock” and (iii) 14,000,000 has been designated as “Series A Preferred Stock”.

The Series A Preferred Stock sold in this offering, the Series Seed Preferred Stock and the Series Seed II Preferred Stock currently outstanding will be entitled to receive dividends on a pari passu basis with each other share of such Series subject to their respective dividend rates.

Holders of the Series A Preferred Stock, the Series Seed Preferred Stock and the Series Seed II Preferred Stock will be treated equally for liquidation preferences. Holders of the Series A Preferred Stock, the Series Seed Preferred Stock and the Series Seed II Preferred Stock will have different voting rights, but are subject to the same broad anti-dilution provisions, as described below.

Dividend Rights

Holders of Series A Preferred Stock, the Series Seed Preferred Stock and the Series Seed II Preferred Stock are entitled to receive dividends, as may be declared from time to time by the board of directors out of legally available funds at the dividend rate specified for such shares of Holders of Series A Preferred Stock, the Series Seed Preferred Stock and the Series Seed II Preferred Stock payable on a pari passu basis with each other share of such Series A Preferred Stock, Series Seed Preferred Stock and Series Seed II Preferred Stock, as applicable, and in preference and priority to any declaration or payment of any distribution on Common Stock of the Corporation in such calendar year. No distributions shall be made with respect to the Common Stock in any calendar year unless the Holders of Series A Preferred Stock, Series Seed Preferred Stock or Series Seed II Preferred Stock, respectively, first receive, or simultaneously receive, a dividend on each outstanding share of Series A Preferred Stock, Series Seed Preferred Stock or Series Seed II Preferred Stock, respectively, in an amount at least equal to (i) in the case of a dividend on Common Stock or any class or series that is convertible into Common Stock, that dividend per share of Series A Preferred Stock, Series Seed Preferred Stock or Series Seed II Preferred Stock, respectively as would equal the product of (A) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into Common Stock and (B) the number of shares of Common Stock issuable upon conversion of a share of Series A Preferred Stock, Series Seed Preferred Stock or Series Seed II Preferred Stock, respectively, in each case calculated on the record date for determination of holders entitled to receive such dividend or (ii) in the case of a dividend on any class or series that is not convertible into Common Stock, at a rate per share of Series A Preferred Stock, Series Seed Preferred Stock or Series Seed II Preferred Stock, respectively, determined by (A) dividing the amount of the dividend payable on each share of such class or series of capital stock by the original issuance price of such class or series of capital stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such class or series) and (B) multiplying such fraction by an amount equal to the Series A Original Issue Price, Series Seed Original Issue Price or Series Seed II Original Issue Price (each as defined below). The “Series A Original Issue Price” shall mean $0.25 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock. The “Series Seed Original Issue Price” shall mean $0.5310 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series Seed Preferred Stock. The “Series Seed II Original Issue Price” shall mean $0.22 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series Seed II Preferred Stock.

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The company has never declared or paid cash dividends on any of its capital stock and currently does not anticipate paying any cash dividends after this offering or in the foreseeable future. 

Voting Rights

The investors in this offering who invest less than $50,000, will be required to grant a proxy to SI Securities, LLC described in greater detail below under “Proxy.”

Each holder of the Series A Preferred Stock, Series Seed Preferred Stock, and Series Seed II Preferred Stock is entitled to one vote for each share of Common Stock, which would be held by each stockholder if all of the Series Seed Preferred Stock, Series Seed II Preferred Stock or the Series A Preferred Stock were converted into Common Stock. Fractional votes are not permitted and if the conversion results in a fractional share, it will be rounded to the closest whole number. Holders of Series Seed Preferred Stock, Series Seed II Preferred Stock and the Series A Preferred Stock are entitled to vote on all matters submitted to a vote of the stockholders as a single class with the holders of Common Stock, provided that in accordance with the terms of the company’s Third Amended and Restated Certificate of Incorporation:

As long as shares of Seed II Preferred Stock are issued and outstanding, the company or any of its subsidiaries shall not, without first obtaining the approval (by vote or written consent as provided by law) of the holders of a majority of the outstanding shares of Seed II Preferred Stock, whether directly or indirectly by amendment, merger, consolidation, reorganization, recapitalization or otherwise:

· liquidate, dissolve or wind-up the business and affairs of the company, effect any merger or consolidation or any other Deemed Liquidation Event, or consent to any of the foregoing;

· amend, alter or repeal any provision of the Certificate of Incorporation in a manner that adversely affects the powers, preferences or rights of the Series A Preferred Stock, Series Seed Preferred Stock or Series Seed II Preferred Stock;

· create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock unless the same ranks junior to the Series A Preferred Stock, Series Seed Preferred Stock and Series Seed II Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the company, the payment of dividends and rights of redemption, or increase the authorized number of shares of Series A Preferred Stock, Series Seed Preferred Stock or Series Seed II Preferred Stock, as the case may be, or increase the authorized number of shares of any additional class or series of capital stock unless the same ranks junior to the Series A Preferred Stock, Series Seed Preferred Stock or Series Seed II Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the company, the payment of dividends and rights of redemption;

· adopt or amend any stock option or equity incentive plan unless such adoption or amendment has been approved by the Board of Directors, including the approval of the Preferred Director;

· purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of capital stock of the company other than (i) redemptions of or dividends or distributions on the Preferred Stock as expressly authorized herein, (ii) dividends or other distributions payable on the Common Stock solely in the form of additional shares of Common Stock and (iii) repurchases of stock from former employees, officers, directors, consultants or other persons who performed services for the company or any subsidiary in connection with the cessation of such employment or service at the lower of the original purchase price or the then-current fair market value thereof or (iv) as approved by the Board of Directors, including the approval of the Preferred Director;

· create, or authorize the creation of, or issue, or authorize the issuance of any debt security, or permit any subsidiary to take any such action with respect to any debt security, if the aggregate indebtedness of the company and its subsidiaries for borrowed money following such action would exceed $250,000 unless such debt security has received the prior approval of the Board of Directors, including the approval of the Preferred Director; or

· increase or decrease the authorized number of directors constituting the Board of Directors.

In addition, the holders of Preferred Stock and certain key holders of Common Stock are subject to a drag-along provision as set forth in the Second Amended and Restated Voting Agreement pursuant to which each holder of Preferred Stock, including holders of Series A Preferred Stock, agrees that, in the event the company’s Board and the holders of a majority of the company’s voting stock vote in favor of a sale of the company, then such holder of Preferred Stock and Common Stock will vote in favor of the transaction if such vote is solicited, refrain from exercising dissenters’ rights with respect to such sale of the company, and deliver any documentation or take other actions reasonably required, amongst other covenants. In connection with such sale, no stockholder shall be held liable for the inaccuracy of any representation or warranty of anyone else other than Kindara, and may only be held liable up to the amount received by such stockholder in the event of inaccuracies made by Kindara. In most cases, the sale agreement will include an escrow set aside up front to cover such potential liabilities. The President of the company shall have a proxy and power of attorney for each holder of Preferred Stock and certain holders of Common Stock who fails to vote in favor a sale of the company described herein. This proxy is separate from and not designed to conflict with the voting proxy granted to SI Securities, LLC and described below.

Finally, in the Second Amended and Restated Voting Agreement all investors agree to elect the directors designated as follows: (a) one director shall be designated by Boston Seed Capital II, LP and shall be the Preferred Director; (b) one director shall be designated by the holders of a majority of the outstanding shares of Common Stock; (c) one director shall be the Chief Executive Officer of the company, and (d) one director shall be an outside independent person designated by a majority of the Directors on the Board of Directors at the time of such nomination. The President of the company shall have a proxy and power of attorney for each holder of Preferred Stock and certain holders of Common Stock who fails to vote in accordance with these provisions. Like the proxy described in the paragraph above, this proxy is separate from and not designed to conflict with the voting proxy granted to SI Securities, LLC and described below. If SI Securities, LLC fails to vote its proxy shares of Series A Preferred Stock in accordance with these drag-along and voting  provisions, the company’s proxy and power of attorney shall automatically apply to all such shares held in proxy by SI Securities, LLC.

27

The Proxy 

Holders of Series A Preferred Stock who invest less than $50,000 in this offering will be required to agree to the terms of the Voting Proxy Agreement included as Exhibit 5 to the Offering Statement of which this Offering Circular is a part. By each investor’s execution of the Voting Proxy Agreement and under the terms thereof, each such investor will grant an irrevocable proxy, giving the right to vote their shares to SI Securities, LLC on any issue where holders of Series A Shares are entitled to vote, including on corporate governance issues (such as board size, board composition, election of board members and expanding the employee option pool), conversion of Series A Shares into Common Stock, whether to approve any proposed liquidation, initial public offering, sale or merger, authorization of additional shares, and rights and preferences of the shares. By granting the irrevocable proxy, you will forgo your ability to vote your shares until the events specified in the proxy, which include the company’s IPO. This proxy is separate from the proxy related to the drag-along and voting provisions described above in “Voting Rights”.

Right to Receive Liquidation Distributions

In the event of the company's liquidation, dissolution, or winding up, holders of its Series A Preferred Stock, Series Seed Preferred Stock and Series Seed II Preferred Stock are entitled to liquidation preference superior to holders of the Common Stock in accordance with the Third Amended and Restated Certificate of Incorporation. In the event of any liquidation event, either voluntary or involuntary, the holders of the Series A Preferred Stock, the Series Seed Preferred Stock and the Series Seed II Preferred Stock shall be entitled to receive on a pari passu basis and prior and in preference to any distribution of any of the assets of the company to the holders of the Common Stock by reason of their ownership of such stock, an amount per share for each share of Series A Preferred Stock, Series Seed Preferred Stock and Series Seed II Preferred Stock held by them equal to the greater of (i) the liquidation preference specified for such share of Series A Preferred Stock, Series Seed Preferred Stock, or Series Seed II Preferred Stock plus all declared but unpaid dividends (if any) on such share of Series A Preferred Stock, Series Seed Preferred Stock, and Series Seed II Preferred Stock or (ii) the amount each share of Series A Preferred Stock, Series Seed Preferred Stock or Series Seed II Preferred Stock would be entitled to receive if all shares of Series A Preferred Stock, Series Seed Preferred Stock or Series Seed II Preferred Stock were converted into shares of Common Stock immediately prior to such event. If upon a Liquidation Event, the assets of the Corporation legally available for distribution to the holders of the Series A Preferred Stock, the Series Seed Preferred Stock and the Series Seed II Preferred Stock are insufficient to permit the payment to such holders of the full amounts specified then the entire assets of the Corporation legally available for distribution shall be distributed with equal priority and pro rata among the holders of the Series A Preferred Stock, the Series Seed Preferred Stock and the Series Seed II Preferred Stock in proportion to the full amounts they would otherwise be entitled to receive pursuant to Section 2 of the Third Amended and Restated Certificate of Incorporation.

The Series Seed Preferred Stockholders are entitled to a liquidation preference over common stockholders at the Series Seed Original Issue Price of $0.5310 per share.

The Series Seed Preferred II Stockholders are entitled to a liquidation preference over common stockholders at the Series Seed II Original Issue Price of $0.22 per share.

The Series A Preferred Stock holders are entitled to a liquidation preference over common stockholders at the Series A Original Issue Price of $.25 per share.

The holders of Preferred Stock are entitled to vote elect a director to the Board of Directors pursuant to the Amended and Restated Voting Agreement. 

Rights and Preferences

The Series Seed Preferred Stock, the Series A Preferred Stock, and the Series Seed II Preferred Stock are each convertible into the Common Stock of the company as provided by Section 4 of the Third Amendment to the Amended and Restated Certificate of Incorporation. Each share of Series A Preferred Stock, Series Seed Preferred Stock and Series Seed II Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share at the office of Kindara or any transfer agent for the Series A Preferred Stock, the Series Seed Preferred Stock and the Series Seed II Preferred Stock, as applicable, into that number of fully-paid, nonassessable shares of Common Stock determined by dividing the Series A Original Issue Price, Series Seed Original Issue Price or Series Seed II Original Issue Price, as applicable, by the Series A Conversion Price (originally $.25 per share), the Series Seed Original Issue Price (originally $.5310 per share) or the Series Seed II Original Issue Price (originally $.22 per share), as applicable. The Series A Conversion Price, the Series Seed Conversion Price and the Series Seed II Conversion Price will be adjusted from time to time as described below under “Anti-Dilution Rights”.

In certain instances, the Series A Preferred Stock, the Series Seed Preferred Stock and the Series Seed II Preferred Stock will be subject to an automatic conversion event in accordance with the terms of the Third Amended and Restated Certificate of Incorporation. These include a (i) firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $25,000,000 of proceeds to the company, net of underwriting discounts and commissions, and at a per share price of at least three (3) times the Series A Original Issue Price (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock), or (ii) upon the receipt by the company of a written request for such conversion. The Third Amended and Restated Certificate of Incorporation (the form of which is filed as an Exhibit to the Offering Statement of which this Offering Circular forms a part) provides that a majority of the holders of Preferred Stock voting as a single class and on an as-converted basis may make such request.

Right of First Refusal and Right of Co-Sale

Until an initial public offering, the company has the right of first refusal to purchase all or some of the shares from all holders of Preferred Stock and most holders of Common Stock, in the event such holders propose to transfer their shares, other than to certain excluded transferees. Such holders of Preferred Stock or Common Stock must offer the shares at the same price and on the same terms and conditions as those offered to the prospective transferee. If the company does not wish to purchase all or some of the shares, a secondary refusal right is granted to all other investors to purchase their pro rata share of the offered securities. Further, all investors shall have the right to participate pro rata in a proposed stock sale or transfer to most third parties.

Registration Rights and Preemptive Rights
Under the Second Amended and Restated Investor Rights Agreement, the holders of Preferred Stock and certain holders of Common Stock have the right to require us to register the offer and sale of their shares, commonly referred to as registration rights. The holders of at least 60% of the registrable securities outstanding if the aggregate offering price, net of selling expenses, is anticipated to exceed $25 million have the right to demand that we use our best efforts to file a registration statement for the registration of the offer and sale of shares of Common Stock, subject to specified conditions and limitations. This threshold is lower for requests for follow-on offerings. In addition, if we propose to register the offer and sale of any securities under the Securities Act of 1933 either for our own account or for the account of other shareholders, holders of Preferred Stock and some holders of Common Stock will have the right, subject to certain exceptions, to include their shares of as-converted Common Stock in the registration statement. These registration rights are subject to specified conditions and limitations, including the right of the underwriters to limit the number of shares included in any such registration statement under certain circumstances. We are obligated to pay all expenses relating to any such demand registrations and piggyback registrations, other than underwriting discounts and selling commissions. The registration rights terminate upon the earliest of (a) the closing of a deemed liquidation event, as such term is defined in the company’s Certificate of Incorporation; (b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such holder’s shares without limitation during a three-month period without registration; and (c) the fifth anniversary of the initial public offering.

In addition under the Second Amended and Restated Investor Rights Agreement, Major Investors (any investor that individually, or together the with the investors affiliates, holds at least 400,000 shares) will have additional information rights and the ability to invest in future financings on a pro rata basis.

Holders of our Preferred Stock have a right of co-sale and a right of first refusal to purchase shares in new securities the company may propose to sell after the date of that agreement. The right of first refusal in the agreement will end if the company makes an initial public offering.

28

Anti-Dilution Rights

Holders of Series A Preferred Stock, the Series Seed Preferred Stock and the Series Seed II Preferred Stock have the benefit of anti-dilution protective provisions that will be applied to adjust the number of shares of Common Stock issuable upon conversion of the shares of the Series A Preferred Stock, the Series Seed Preferred Stock and the Series Seed II Preferred Stock in the event of a stock split, stock dividend or other distribution of property to holders of Common Stock.

Dispute Resolution

Holders of Series A Preferred Stock, the Series Seed Preferred Stock and the Series Seed II Preferred Stock agree to resolve disputes arising under the Series A Preferred Stock Purchase Agreement, the Second Amended and Restated Investors’ Rights Agreement, the Second Amended and Restated Right of First Refusal and Co-Sale Agreement, the Second Amended and Restated Voting Agreement and the Voting Proxy through arbitration in Denver, Colorado, in accordance with the rules of the American Arbitration Association. Judgment upon any award rendered will be binding. There shall be limited discovery prior to the arbitration hearing. Depositions shall be conducted in accordance with the Delaware Code of Civil Procedure. The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. All of the parties to the aforementioned agreements consent to personal jurisdiction for any equitable action sought in the U.S. District Court for the District of Denver, Colorado or any court of the State of Colorado.

In addition, unless the company consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action, (ii) any action asserting a claim of breach of fiduciary duty, (iii) any action asserting a claim against the company, its directors, officers or employees arising pursuant to any provision of the Delaware General Corporation Law or the company’s certificate of incorporation or bylaws or (iv) any action asserting a claim against the company, its directors, officers or employees governed by the internal affairs doctrine. 

Common Stock

Dividend Rights

Holders of Common Stock are entitled to receive dividends, as may be declared from time to time by the board of directors out of legally available funds and only following payment to holders of the company’s Series A Preferred Stock, Series Seed Preferred Stock and Series Seed II Preferred Stock, as detailed in the company’s Third Amended and Restated Certificate of Incorporation. The company has never declared or paid cash dividends on any of its capital stock and currently does not anticipate paying any cash dividends after this offering or in the foreseeable future.

Right to Receive Liquidation Distributions

In the event of the company's liquidation, dissolution, or winding up, holders of its Common Stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of the company's debts and other liabilities and the satisfaction of the liquidation preferences granted to the holders of all shares of the outstanding Series A Preferred Stock, Series Seed Preferred Stock and Series Seed II Preferred Stock.

Rights and Preferences

Certain holders of Common Stock, including key holders and those holders and Common Stock issued upon conversion or exercise of Preferred Stock or certain other instruments, may be subject to certain other rights and preferences, see the description of the drag-along rights and the election of the directors in “Voting Rights” as well as the descriptions in “Right of First Refusal and Right of Co-Sale”, “Registration Rights and Preemptive Rights”, “Restrictions on Transfer”, and “Dispute Resolution” above. Other than these rights, holders of the company's Common Stock have no preemptive, conversion, or other rights, and there are no redemptive or sinking fund provisions applicable to the company's Common Stock.

Voting Rights

Each holder of Common Stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of a director subject to the terms of the Second Amended and Restated Voting Agreement.

29

PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS

Plan of Distribution

The company is offering a minimum of 2,000,000 and up to 14,000,000 shares of Series A Preferred Stock, as described in this Offering Circular. The company has engaged SI Securities, LLC as its sole and exclusive placement agent to assist in the placement of its securities. SI Securities, LLC is under no obligation to purchase any securities or arrange for the sale of any specific number or dollar amount of securities.

Commissions and Discounts

The following table shows the total discounts and commissions payable to the placement agents in connection with this offering:

	Per
	Share
Public offering price	$	0.25
Placement Agent commissions	$	0.01875
Proceeds, before expenses, to us	$	0.23125

Placement Agent Equity

The company has agreed to issue to SI Securities, LLC, for nominal consideration, 5% of the total number of shares of Series A Preferred Stock successfully placed by SI Securities, LLC (“Equity Compensations”). The shares of Series A Preferred Stock issuable will have identical rights, preferences, and privileges to those being offered by this Offering Circular.

The Equity Compensation has been deemed compensation by FINRA and is therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(g)(1). In accordance with FINRA Rule 5110(g)(1), the Equity Compensation may not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of such securities by any person for a period of 180 days immediately following the qualification date or commencement of sales of this offering, except to any placement agent and selected dealer participating in the offering and their bona fide officers or partners and except as otherwise provided for in FINRA Rule 5110(g)(2).

Other Terms

Except as set forth above, the company is not under any contractual obligation to engage SI Securities, LLC to provide any services to the company after this offering, and has no present intent to do so. However, SI Securities, LLC may, among other things, introduce the company to potential target businesses or assist the company in raising additional capital, as needs may arise in the future. If SI Securities, LLC provides services to the company after this offering, the company may pay SI Securities, LLC fair and reasonable fees that would be determined at that time in an arm’s length negotiation.

SI Securities, LLC intends to use an online platform provided by SeedInvest Technology, LLC, an affiliate of SI Securities, LLC, at the domain name www.seedinvest.com (the “Online Platform”) to provide technology tools to allow for the sales of securities in this offering. In addition, SI Securities, LLC may engage selling agents in connection with the offering to assist with the placement of securities.

30

Selling Security holders

No securities are being sold for the account of security holders; all net proceeds of this offering will go to the company.

Investors’ Tender of Funds

After the Offering Statement has been qualified by the Commission, the company will accept tenders of funds to purchase the Series A Preferred Stock. The company may close on investments on a “rolling” basis (so not all investors will receive their shares on the same date), provided that the minimum offering amount has been met. Investors may subscribe by tendering funds via wire or ACH only, checks will not be accepted, to the escrow account to be setup by the Escrow Agent. Tendered funds will remain in escrow until both the minimum offering amount has been reached and a closing has occurred. However, in the event we have not sold the minimum amount of shares by the date that is one year from the qualification of this offering with the Commission, or sooner terminated by the company, any money tendered by potential investors will be promptly returned by the Escrow Agent. Upon closing, funds tendered by investors will be made available to the company for its use.

In order to invest you will be required to subscribe to the offering via the Online Platform and agree to the terms of the offering, Series A Preferred Stock Purchase Agreement, and any other relevant exhibit attached thereto. In addition, investors who invest less than $50,000 will be required to sign the Voting Proxy Agreement.

In the event that it takes some time for the company to raise funds in this offering, the company will rely on income from sales, funds raised in any offerings from accredited investors.

REWARDS

At stepped investment levels, the company plans to offer investment packages that provide various incentives. The company plans to offer the following benefits at various levels of investment:

Any investor that acquires more than $10,000 worth of Series A Preferred Stock in this raise will be offered a Wink device and a lifetime subscription to the Kindara app. 

TAX CONSEQUENCES FOR RECIPIENT (INCLUDING FEDERAL, STATE, LOCAL AND FOREIGN INCOME TAX CONSEQUENCES) WITH RESPECT TO THE INVESTMENT BENEFIT PACKAGES ARE THE SOLE RESPONSIBILITY OF THE INVESTOR. INVESTORS MUST CONSULT WITH THEIR OWN PERSONAL ACCOUNTANT(S) AND/OR TAX ADVISOR(S) REGARDING THESE MATTERS.

31

FINANCIAL STATEMENTS

Kindara, Inc.

A Delaware Corporation

Financial Statements and Independent Auditor’s Report

December 31, 2016 and 2015

F-1

KINDARA, INC.

TABLE OF CONTENTS

	Page
INDEPENDENT AUDITOR’S REPORT	F-3–F-4
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2016 AND 2015, AND FOR THE
YEARS THEN ENDED:
Balance Sheets	F-5
Statements of Operations	F-6
Statements of Changes in Stockholders’ Equity	F-7
Statements of Cash Flows	F-8
Notes to Financial Statements	F-9–F-21

F-2

 

To the Board of Directors of

Kindara, Inc.

Boulder, Colorado

INDEPENDENT AUDITOR’S REPORT

Report on the Financial Statements

We have audited the accompanying financial statements of Kindara, Inc., which comprise the balance sheets as of December 31, 2016 and 2015, and the related statements of operations, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Artesian CPA, LLC

1624 Market Street, Suite 202 | Denver, CO 80202

p: 877.968.3330 f: 720.634.0905

info@ArtesianCPA.com | www.ArtesianCPA.com

F-3

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Kindara, Inc. as of December 31, 2016 and 2015, and the results of its operations and its cash flows for the years then ended, in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the financial statements, the Company has not generated profits since inception, has sustained net losses of $1,740,852 and $2,403,038 for the years ended December 31, 2016 and 2015, respectively, and has an accumulated deficit of $5,889,641 and $4,148,789 as of December 31, 2016 and 2015, respectively. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

/s/ Artesian CPA, LLC

Denver, Colorado

June 12, 2017

Artesian CPA, LLC

1624 Market Street, Suite 202 | Denver, CO 80202

p: 877.968.3330 f: 720.634.0905

info@ArtesianCPA.com | www.ArtesianCPA.com

F-4

KINDARA, INC.

BALANCE SHEETS

As of December 31, 2016 and 2015

	2016			2015
Assets
Current assets:
Cash and cash equivalents	$	213,684		$	1,474,318
Inventory		383,153			148,476
Prepaid expenses and other current assets		4,740			54,081
Total current assets		601,577			1,676,875
Furniture, fixtures, machinery and equipment:
Furnitures and fixtures		2,708			10,400
Computer equipment		29,004			28,777
Machinery and equipment		81,573			40,495
Total furniture, fixtures, machinery and equipment		113,285			79,672
Less accumulated depreciation		(25,928	)		(5,624	)
Net property, furniture, furnishings, and equipment		87,357			74,048
Other assets:
Deposits and other assets		—			74,200
Total other assets		—			74,200
Total assets	$	688,934		$	1,825,123
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	104,686		$	115,598
Accrued and other current liabilities		106,430			32,432
Deferred revenue		33,884			564,081
Total current liabilities		245,000			712,111
Total liabilities		245,000			712,111
Commitments and contingencies
Stockholders' equity:
Common stock; $0.00001 par value; 27,000,000 shares authorized;
4,463,909 and 4,987,927 shares issued and outstanding at
December 31, 2016 and 2015, respectively		45			50
Series Seed preferred stock; $0.00001 par value;  11,750,000 shares
authorized, 11,627,544 shares issued and outstanding at each
December 31, 2016 and 2015, liquidation preference of
$6,174,226 at each December 31, 2016 and 2015.		116			116
Series Seed II preferred stock; $0.00001 par value; 5,000,000 shares
authorized, 4,903,242 and 0 shares issued and outstanding at
December 31, 2016 and 2015, respectively; liquidation
preferences of $1,078,713 and $0 as of December 31, 2016
and 2015, respectively.		49			—
Additional paid-in capital		6,333,365			5,261,635
Accumulated deficit		(5,889,641	)		(4,148,789	)
Total stockholders' equity		443,934			1,113,012
Total liabilities and stockholders' equity	$	688,934		$	1,825,123

See Independent Auditor’s Report and accompanying notes, which are an integral part of these financial statements.

F-5

KINDARA, INC.

STATEMENTS OF OPERATIONS

For the years ended December 31, 2016 and 2015

	2016			2015
Revenues:
Sales of product, net	$	1,083,844		$	23,292
Total revenue		1,083,844			23,292
Cost of goods sold:
Cost of goods sold		776,304			20,128
Total cost of goods sold		776,304			20,128
Gross margin		307,540			3,164
Operating expenses:
Salaries and related		838,500			941,633
General and administrative		328,499			180,925
Development costs		274,361			738,799
Contract labor		261,170			240,718
Warehouse		32,342			—
Sales and marketing		164,192			104,784
Royalty fees		58,161			—
Depreciation		23,520			2,850
Share-based compensation		18,948			47,198
Loss on sale and disposal of furniture, fixtures,
machinery, and equipment		3,832			—
Total operating expenses		2,003,525			2,256,907
Loss from operations		(1,695,985	)		(2,253,743	)
Other income (expense):
Interest income		31			25
Interest expense		—			(51,643	)
Financing cost		—			(100,000	)
Settlement expense		(45,000	)		—
Other income (loss)		102			2,323
Total other income (expense)		(44,867	)		(149,295	)
Net loss	$	(1,740,852	)	$	(2,403,038	)
Weighted-average vested common shares outstanding
- Basic and Diluted		4,730,236			4,987,972
Net loss per common share
- Basic and Diluted	$	(0.37	)	$	(0.48	)

See accompanying Independent Auditor’s Report and accompanying notes, which are an integral part of these financial statements.

F-6

KINDARA, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the years ended December 31, 2016 and 2015

	Series Seed				Series Seed II										Additional
	Preferred Stock				Preferred Stock				Common Stock						paid-in			Accumulated
	Shares		Amount		Shares		Amount		Shares			Amount			capital			deficit			Total
Balance – December 31, 2014		—	$	—		—	$	—		4,987,972		$	50		$	344,288		$	(1,745,751	)	$	(1,401,413	)
Series Seed stock issued for convertible debt		5,977,827		60		—		—		—			—			1,935,206			—			1,935,266
Series Seed stock issued for cash		5,649,717		56		—		—		—			—			2,999,943			—			2,999,999
Share-based compensation		—		—		—		—		—			—			47,198			—			47,198
Offering costs for issuance of preferred shares																(65,000	)		—			(65,000	)
Net loss		—		—		—		—		—			—			—			(2,403,038	)		(2,403,038	)
Balance – December 31, 2015		11,627,544	$	116		—	$	—		4,987,972		$	50		$	5,261,635		$	(4,148,789	)	$	1,113,012
Series Seed II preferred shares issued for cash		—		—		4,903,242		49		—			—			1,070,665			—			1,070,714
Repurchase of founder shares		—		—		—		—		(524,063	)		(5	)		—			—			(5	)
Share-based compensation		—		—		—		—		—			—			18,948			—			18,948
Offering costs for issuance of preferred shares																(17,883	)		—			(17,883	)
Net loss		—		—		—		—		—			—			—			(1,740,852	)		(1,740,852	)
Balance – December 31, 2016		11,627,544	$	116		4,903,242	$	49		4,463,909		$	45		$	6,333,365		$	(5,889,641	)	$	443,934

See accompanying Independent Auditor’s Report and accompanying notes, which are an integral part of these financial statements.

F-7

KINDARA, INC.

STATEMENTS OF CASH FLOWS

For the years ended December 31, 2016 and 2015

	2016			2015
Cash flows from operating activities:
Net loss	$	(1,740,852	)	$	(2,403,038	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		23,520			2,850
Share-based compensation		18,948			47,198
Loss on disposal of furniture, fixtures, machinery and equipment		3,832			—
Changes in assets and liabilities:
Inventory		(234,677	)		(145,277	)
Prepaid expenses and other current assets		49,341			(50,930	)
Accounts payable		(10,913	)		(11,370	)
Accrued and other current liabilities		73,998			32,432
Deferred revenue		(530,197	)		447,758
Deposits		74,201			(72,701	)
Net cash used in operating activities		(2,272,799	)		(2,153,078	)
Cash flows from investing activities:
Purchase of furniture, fixtures, machinery and equipment		(40,661	)		(57,384	)
Net cash provided by (used in) investing activities		(40,661	)		(57,384	)
Cash flows from financing activities:
Proceeds from the issuance of Series Seed II Preferred shares		1,070,714			—
Proceeds from the issuance of Series Seed I Preferred shares		—			2,999,999
Payments to acquire common stock from founder		(5	)		—
Proceeds from borrowing on convertible debt		—			630,000
Offering costs for issuance of preferred shares		(17,883	)		(65,000	)
Net cash provided by financing activities		1,052,826			3,564,999
Net (decrease) increase in cash and cash equivalents		(1,260,634	)		1,354,537
Cash and cash equivalents – beginning of year		1,474,318			119,781
Cash and cash equivalents – end of year	$	213,684		$	1,474,318
Supplemental disclosure of cash flow information:
Cash paid for interest, excluding amounts capitalized	$	—		$	—
Supplemental disclosures of noncash investing and financing activities:
Conversion of debt and accrued interest to Preferred Shares	$	—		$	(1,935,265	)

See accompanying Independent Auditor’s Report and accompanying notes, which are an integral part of these financial statements.

F-8

KINDARA, INC.

NOTES TO FINANCIAL STATEMENTS

As of December 31, 2016 and 2015 and for the years then ended

NOTE 1: NATURE OF OPERATIONS

Kindara, Inc., f/k/a Conscious Cycles, LLC (the “Company”), is a corporation organized April 22, 2010. Conscious Cycles, LLC changed its name to Kindara, Inc. on May 6, 2011 and converted from a limited liability company to a corporation under the laws of Delaware. The Company develops a fertility awareness application for iPhone and Android. It develops Kindara Fertility Trackr, a fertility tracking application that helps women to get pregnant faster, avoid pregnancy naturally, or better understand their cycles. The Company also offers Wink, an oral fertility thermometer that records BBT and syncs automatically with the Kindara application. The Company sells the Wink product through distributors. The Kindara app is available, free of charge, to download from the Apple App Store or on Google Play.

NOTE 2: GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has not generated profits since inception, has sustained net losses of $1,740,852 and $2,403,038 for the years ended December 31, 2016 and 2015, respectively, and has an accumulated deficit of $5,889,641 and $4,148,789 as of December 31, 2016 and 2015, respectively. The Company’s ability to continue as a going concern for the next twelve months is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or to obtain additional capital financing. No assurance can be given that the Company will be successful in these efforts.

NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP).

The Company adopted the calendar year as its basis of reporting.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash Equivalents and Concentration of Cash Balance

The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits. As of the balance sheet date, and periodically throughout the year, the Company has maintained balances in various operating accounts in excess of federally insured limits.

See accompanying Independent Auditor’s Report

F-9

Deposits

Deposits and other assets primarily relate to deposits held by third parties related to office lease security deposits and leasehold improvement costs incurred by the Company. Security deposits included in deposits and other current assets in the accompanying balance sheets, were $0 and $32,700 at December 31, 2016 and 2015, respectively.

Fair Value of Financial Instruments

Financial Accounting Standards Board (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

The carrying amounts reported in the balance sheets approximate their fair value.

Inventory

Inventory is stated at the lower of cost or market and accounted for using a standard cost method. The inventory balances as of December 31, 2016 and 2015 consist of finished goods of approximately $169,400 and $3,400, respectively, and raw materials of approximately $213,800 and $145,100, respectively. The Company has outsourced the production, warehousing and fulfillment of its inventory to a third parties. The Company evaluates the carrying value of its inventory for obsolescence and impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable and adjustments are recognized in the statement of operations in the period such adjustment is determined.

See accompanying Independent Auditor’s Report

F-10

Capital Assets

Furniture, fixtures, machinery and equipment are recorded at cost. Depreciation is recorded for furniture, fixtures, machinery and equipment using the straight-line method over the estimated useful lives of assets. The Company reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. The balances at December 31, 2016 and 2015 consist of furniture, fixtures, machinery and equipment with 3-7 year lives.

Depreciation charges on furniture, fixtures, machinery and equipment are included in general and administrative expenses and amounted to $23,520 and $2,850 as of December 31, 2016 and 2015, respectively.

Intangible Assets

The Company capitalizes costs related to obtaining and filing patents and trademarks, and commences amortization over the patent’s estimated useful life, typically 15 years, when a patent is successfully filed and does not amortize trademark costs based on the determination of a perpetual useful life. To date, the Company has not capitalized any costs related to obtaining and filing patents and trademarks as the cost has not been material. Therefore, the Company has not recorded an intangible asset, nor any amortization expense for the years ending December 31, 2016 and 2015.

Revenue Recognition

The Company recognizes revenue when: (1) persuasive evidence exists of an arrangement with the customer reflecting the terms and conditions under which products or services will be provided; (2) delivery has occurred or services have been provided; (3) the fee is fixed or determinable; and (4) collection is reasonably assured. The Company typically collects revenue upon sale and recognizes the revenue when the item has shipped. Orders that have been placed and paid as of year-end but have not been shipped are recorded to deferred revenue. Sales tax is collected on sales in Colorado and these taxes are recorded as a liability until remittance. The Company estimates warranty cost based on its historic results and policies in place at the sale date, and records a warranty reserve for this estimate.

Merchant Account Fees

The Company includes credit card merchant account fees as general and administrative in the statement of operations. As of December 31, 2016, and 2015, the Company had merchant account fees of approximately $31,700 and $1,200, respectively.

Outbound Shipping Fees

The Company includes outbound shipping fees as sales and marketing in the statement of operations. As of December 31, 2016, and 2015, the Company had outbound shipping fees of approximately $79,100 and $0, respectively.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation.  Under the fair value recognition provisions of ASC 718, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period, which is generally the option vesting period.  The Company uses the Black-Scholes option pricing model to determine the fair value of stock options.  

See accompanying Independent Auditor’s Report

F-11

Research and Development

Research and development ("R&D") costs are charged to expense as incurred. R&D expenses consist primarily of salaries, project materials, contract labor and other costs associated with ongoing product development and enhancement efforts. R&D expenses were $274,361 and $738,799 for the years ended December 31, 2016 and 2015, respectively and are included in development costs in the Statements of Operations.

Deferred Offering Costs

The Company complies with the requirements of FASB ASC 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to stockholders’ equity upon the completion of an offering or to expense if the offering is not completed.

Income Taxes

The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes.  Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse.  A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized.  We assess our income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date.  In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information.  For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements.

Net Earnings or Loss per Share

Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share.  Diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net earnings or loss per share if their inclusion would be anti-dilutive, and consist of the following:

	2016		2015
Preferred stock		16,530,786		11,627,544
Stock options		1,356,956		2,261,759
Total potentially dilutive shares		17,887,742		13,889,303

As all potentially dilutive securities are anti-dilutive as of December 31, 2016 and 2015, diluted net loss per share is the same as basic net loss per share for each year.

F-12

NOTE 4: STOCKHOLDERS’ EQUITY

Common Stock

The Company authorized 27,000,000 shares of common stock at $0.00001 par value as of each December 31, 2016 and 2015. As of December 31, 2016 and 2015, 4,463,909 and 4,987,972 shares of common stock were issued and outstanding, respectively.

The Company has reserved 4,347,500 shares of its common stock pursuant to the 2011 Equity Incentive Plan. 1,356,956 and 2,261,759 stock options are outstanding as of December 31, 2016 and 2015, respectively. In 2017, the Company increased the common stock reserved for the 2011 Equity Incentive Plan to 5,597,500. See Note 11.

Common Stock Repurchase

In 2016, Company’s Board of Directors authorized the purchase of the Company’s common shares. Subject to security laws, repurchases may be made at such times, in such amounts as the Company deems appropriate. As of December 31, 2016, the Company had repurchased 524,063 shares at par value for a total of $5.

Preferred Stock

On July 21, 2016, the Company amended its Certificate of Incorporation to authorize 16,750,000 shares of $0.00001 par preferred stock, designated as 5,000,000 Series Seed II Preferred stock and 11,750,000 Series Seed Preferred stock. As of December 31, 2016, and 2015, 16,530,786 and 11,627,544 shares of preferred stock were issued and outstanding.

The Series Seed II Preferred stockholders are entitled to certain dividend preferences over common stockholders, and Series Seed Preferred stockholders have certain dividend preferences over Series Seed II Preferred stockholders and common stockholders, all as provided and defined in the Company’s amended and restated articles of incorporation.

Each holder of the Series Seed Preferred and Series Seed II Preferred stock is entitled to one vote for each share of Common Stock, which would be held by each stockholder if all of the Series Seed Preferred and Series Seed II Preferred stock were converted into common stock. Fractional votes are not permitted and if the conversion results in a fractional share, it will be rounded to the closes whole number. The Series Seed Preferred and Series Seed II Preferred stockholders, as a separate class, are entitled to elect one Board of Director.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or deemed liquidation event, the Series Seed Preferred and Series Seed II Preferred stockholders shall be entitled to be paid out of the assets of the Company available for distribution before any payment shall be made to the common stockholders an amount per share equal to the greater of (1) one times the original issue price, plus any dividends declared but unpaid, or (2) such amount per share as would have been payable had all shares of Series Seed Preferred and Series Seed II Preferred stock been converted into common stock immediately prior to such liquidation, dissolution, winding up or deemed liquidation event. In the event the assets of the Company available shall be insufficient to pay the Series Seed Preferred and Series Seed II Preferred stockholders the full amount, the Series Seed Preferred and Series Seed II Preferred stockholders shall share ratably in any distribution of assets available for distribution proportionately.

See accompanying Independent Auditor’s Report

F-13

The Series Seed Preferred stockholders are entitled to a liquidation preference over common stockholders at the Series Seed original issue price of $0.5310 per share. The liquidation preference for Series Seed Preferred stockholders totaled $6,174,226 as of both December 31, 2016 and 2015.

The Series Seed II Preferred stockholders are entitled to a liquidation preference over common stockholders at the Series Seed II original issue price of $0.22 per share. The liquidation preference for Series Seed II Preferred stockholders totaled $1,078,713 and $0 as of December 31, 2016 and 2015, respectively.

The Company must receive written consent or affirmative vote of the holders of a majority of the then outstanding shares of preferred stock to (a) effect a liquidation, dissolution or wind-up of the Company, merger or consolidation or any other deemed liquidation event, or (b) amend, alter or repeal any provision of the Certificate of Incorporation in a manner that adversely affects the powers, preferences or rights of the preferred stockholders, or (c) authorize, create or issue any additional class or series of capital stock unless it ranks junior to the preferred shareholders with respect to distribution of assets, payment of dividends or rights of redemption, or (d) adopt or amend any stock option amendment, unless previously approved by the Board of Directors, or (e) purchase or redeem or pay or declare any dividend on any shares of capital stock other than specifically provided in the Certificate of Incorporation or as approved by the Board of Directors, or (d) create, authorize or issue any debt security in excess of $250,000, unless approved by the Board of Directors, or (f) increase or decrease the authorized number of directors constituting the Board of Directors.

The Series Seed Preferred and Series Seed II Preferred stockholders are entitled to optional conversion at a 1:1 rate, with certain dilution protections as defined in the Company’s amended and restated articles of incorporation. In the event of a liquidation, dissolution or winding up of the Company or a deemed liquidation event, the conversion rights shall terminate. The Series Seed Preferred and Series Seed II Preferred stockholders will be mandatorily converted into shares of common stock upon either (a) an IPO resulting in at least $25 million of proceeds to the Company and at a per share price of at least three times the original issue price, or (b) the date and time specified by vote or written consent of the holders of a majority of the then outstanding preferred stock.

The Company issued its Series Seed II Preferred stock during 2016 resulting in issuance of 4,903,242 shares of Series Seed II Preferred stock at an issuance price of $0.22 per share as of December 31, 2016. During 2015, the Company issued its Series Seed Preferred stock, resulting in the issuance of 5,649,717 shares of Series Seed Preferred stock at an issuance price of $0.53 per share. These issuances provided proceeds of $1,070,714 and $2,999,999 for the years ended December 31, 2016 and 2015, respectively. As discussed in Note 5, convertible notes payable were converted to Series Seed Preferred stock in 2015, resulting in the issuance of 5,977,827 shares of Series Seed Preferred stock, relieving principal and accrued interest of $1,935,266 on the convertible notes payable.

See accompanying Independent Auditor’s Report

F-14

NOTE 5:  LONG-TERM DEBT

Convertible Notes Payable

During the years ended December 31, 2011, 2012, 2013, 2014 and 2015, the Company issued various convertible promissory notes, subject to automatic conversion upon a qualified equity financing in excess of $300,000, maturity date or corporate transaction or IPO, as defined in the note agreements. The notes were issued with varying terms as outlined in the following schedule.

Issuance Year	Number of Notes	Combined Principal Amount		Interest Rate	Conversion Terms	Term	Number of Shares Converted during 2015		Maturity
2011	12	$	100,500	E	A	48 months		640,050	11/7/2015
2012	11		362,000	E	B	36-37 months		1,903,222	11/7/2015
2013	5		370,000	F	C	24 months		1,171,213	11/7/2015
2014	15		300,000	F	C	14-15 months		911,356	11/7/2015
2015	15		630,000	E	D	10-12 months		1,351,986	3/19/2016
		$	1,762,500					5,977,827

A:  If the next equity financing occurs before maturity date, then convertible into lesser of (x) 65% of the price paid per share by investors in the next qualified equity financing (over $300,000) and (y) a price per share obtained by dividing (a) $1,750,000 by (b) pre-money fully diluted capitalization (including shares from this and other convertible notes).  If maturity date or corporate transaction/IPO occurs before the next equity financing, then convertible at price per share obtained by dividing (a) $1,500,000 by (b) pre-money fully diluted common shares (including shares from this and other convertible notes).

B:  If the next equity financing occurs before maturity date, then convertible into lesser of (x) 70% of the price paid per share by investors in the next qualified equity financing (over $300,000) and (y) a price per share obtained by dividing (a) $2,000,000 by (b) pre-money fully diluted capitalization (including shares from this and other convertible notes).  If maturity date or corporate transaction/IPO occurs before the next equity financing, then convertible at price per share obtained by dividing (a) $2,000,000 by (b) pre-money fully diluted common shares (including shares from this and other convertible notes).

C:  If the next equity financing occurs before maturity date, then convertible into lesser of (x) 75% of the price paid per share by investors in the next qualified equity financing (over $300,000) and (y) a price per share obtained by dividing (a) $3,000,000 by (b) pre-money fully diluted capitalization (including shares from this and other convertible notes).  If maturity date or corporate transaction/IPO occurs before the next equity financing, then convertible at price per share obtained by dividing (a) $2,500,000 by (b) pre-money fully diluted common shares (including shares from this and other convertible notes).

D:  If the next equity financing occurs before maturity date, then convertible into lesser of (x) 90% of the price paid per share by investors in the next qualified equity financing (over $300,000) and (y) a price per share obtained by dividing (a) $6,000,000 by (b) pre-money fully diluted capitalization (including shares from this and other convertible notes).  If maturity date or corporate transaction/IPO occurs before the next equity financing, then convertible at price per share obtained by dividing (a) $5,000,000 by (b) pre-money fully diluted common shares (including shares from this and other convertible notes).

E:  8% fixed interest rate.

F:  6% fixed interest rate.

See accompanying Independent Auditor’s Report

F-15

In August 2015, all of these convertible notes were converted, inclusive of accrued and unpaid interest, based upon the conversion terms and the occurrence of a qualifying equity transaction, resulting in the issuance of 5,977,827 shares of preferred stock. After this conversion event, none of these convertible notes payable or related accrued interest payable remained outstanding.

NOTE 6:  INCOME TAXES

As of December 31, 2016, the Company estimates it has net operating loss carryforwards available to offset future federal income tax of approximately $5,294,000. These carryforwards will expire between the years 2031 through 2036. Under the Tax Reform Act of 1986, the amount of and the benefit from net operating losses that can be carried forward may be limited in certain circumstances. Events that may cause changes in the tax carryovers include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. Therefore, the amount available to offset future taxable income may be limited. Deferred tax assets were comprised of the net operating loss carryforwards along with other temporary tax differences such as R&D credits, depreciation, charitable contributions and share-based compensation. The Company carries a deferred tax valuation allowance equal to 100% of total deferred assets. In recording this allowance, the Company has considered a number of factors, but chiefly, the net operating losses from inception. The Company has concluded that a valuation allowance is required for 100% of the total deferred tax assets as it is more likely than not that the deferred tax assets will not be realized. The Company estimates its blended federal and state effective tax rate will be 37.1% and that effective tax rate for both the year ended December 31, 2016 and 2015 is 0% as the deferred tax assets are reduced to zero with the 100% valuation allowance.

The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. The Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense.

The Company may in the future become subject to federal, state and local income taxation though it has not been since its inception.  The Company is not presently subject to any income tax audit in any taxing jurisdiction.    

Deferred tax assets were comprised of the following as of December 31, 2016 and 2015:

	2016			2015
R&D carryforward credit	$	122,598		$	97,598
Other		12,347			11,538
NOL carryforward		1,961,806			1,327,503
Long-term deferred tax asset		2,096,751			1,436,639
Total deferred tax asset		2,096,751			1,436,639
Less valuation allowance		(2,096,751	)		(1,436,639	)
Net deferred tax asset	$	—		$	—

See accompanying Independent Auditor’s Report

F-16

NOTE 7: SHARE-BASED PAYMENTS

Stock Plan

The Company has adopted the 2011 Equity Incentive Plan, as amended and restated (the “Plan”), which provides for the grant of shares of stock options to employees, non-employee directors, and non-employee consultants. Under the Plan, the number of shares authorized to be granted was 4,347,500 shares at both December 31, 2016 and 2015. The option exercise price generally may not be less than the underlying stock’s fair market value at the date of the grant and generally have a term of ten years. The amounts granted each calendar year to an employee or non-employee is limited depending on the type of award. Stock options comprise all the awards granted since the Plan’s inception. Shares available for grant under the Plan amounted to 2,990,044 and 2,085,741 at December 31, 2016 and 2015, respectively.

Vesting generally occurs over a period of immediately to four years. A summary of information related to stock options for the years ended December 31, 2016 and 2015 is as follows:

	December 31, 2016					December 31, 2015
	Options			Weighted Average Exercise Price		Options			Weighted Average Exercise Price
Outstanding - beginning of year		2,261,759		$	0.11		403,244		$	0.14
Granted		1,687,000		$	0.11		1,964,895		$	0.11
Exercised		—					—
Forfeited		(2,591,803	)	$	0.11		(106,380	)	$	0.19
Outstanding - end of year		1,356,956		$	0.11		2,261,759		$	0.11
Exercisable at end of year		1,310,684		$	0.11		1,170,798		$	0.11
Weighted average grant date fair value of options granted during year	$	0.042				$	0.046
Weighted average duration (years) to expiration of outstanding options at year-end		8.44					9.60
Aggregate Intrinsic Value	$	—				$	—

The Company measures employee stock-based awards at grant-date fair value and recognizes employee compensation expense on a straight-line basis over the vesting period of the award. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions, including the fair value of the Company’s common stock, and for stock options, the expected life of the option, and expected stock price volatility. The Company used the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Thus, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards.

See accompanying Independent Auditor’s Report

F-17

The expected life of stock options was estimated using the “simplified method,” which is the midpoint between the vesting start date and the end of the contractual term, as the Company has limited historical information to develop reasonable expectations about future exercise patterns and employment duration for its stock options grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For stock price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of options grants. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option. The estimation of the number of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts are recognized as an adjustment in the period in which estimates are revised. The assumptions utilized for option grants during the years ended December 31, 2016 and 2015 are as follows:

	2016	2015
Risk Free Interest Rate	1.59%	1.75%-2.11%
Expected Dividend Yield	0.00%	0.00%
Expected Volatility	32.47%	35.5%-38.2%
Expected Life (years)	7.00	5.00-7.00
Fair Value per Stock Option	$0.04	$0.04-$0.05

Stock-based compensation expense of $18,948 and $47,198 was recognized under FASB ASC 718 for the years ended December 31, 2016 and 2015, respectively. Total unrecognized compensation cost related to non-vested stock option awards amounted to $3,676 for the years December 31, 2016, which will be recognized over the next two years.

Warrants

On May 8, 2011, the Company issued a warrant to purchase 3.5% of the Company’s fully diluted capitalization measured immediately following the closing of the next qualified equity financing at an exercise price equal to the per share price of the next qualified equity financing round. The warrant had a 5 year life. In August 2015, the Company’s Board of Directors authorized the termination of the warrant to purchase shares and the Company paid $100,000 to terminate the warrant.

NOTE 8: LEASE OBLIGATIONS

For the year ended December 31, 2015, the Company occupied office space on a month-to-month basis with no formal lease in place.

Effective April 4, 2016, the Company entered into a lease agreements for office space. The lease term commenced April 4, 2016 and expires on June 30, 2019. Monthly lease obligations under the agreement included base rent of $5,466 per month plus operating costs of $2,759, but subject to actual expenses. A $32,700 deposit was paid at the commencement of the lease. The Company defaulted on this lease in July 2016 and reached a settlement agreement with the landlord in February 2017.

See accompanying Independent Auditor’s Report

F-18

Since August 2016, the Company occupies office space effective on a month-to-month basis with no formal lease in place and pays $1,000 per month.

The Company has no minimum future lease obligations as of December 31, 2016.

NOTE 9: COMMITMENTS AND CONTINGENCIES

In 2015, the Company entered into an agreement with a third party for joint development of a Bluetooth based basal body thermometer. In exchange for transferring all rights to the Company and maintaining the hardware, firmware and API, the third party will receive a royalty on each unit sold based on a set schedule ranging from $2.00 per unit to $10.00 per unit, depending on the number of units sold.

The Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out of any such matter will have a material adverse effect on its business, financial condition or results of operations.

NOTE 10: RECENT ACCOUNTING PRONOUNCEMENTS

In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which requires that (i) all equity investments, other than equity-method investments, in unconsolidated entities generally be measured at fair value through earnings and (ii) when the fair value option has been elected for financial liabilities, changes in fair value due to instrument-specific credit risk will be recognized separately in other comprehensive income. Additionally, the ASU 2016-01 changes the disclosure requirements for financial instruments. The new standard will be effective for the Company starting in the first quarter of fiscal 2019. Early adoption is permitted for certain provisions. The Company is in the process of determining the effects the adoption will have on its consolidated financial statements as well as whether to adopt certain provisions early.

In June 2014, the FASB issued Accounting Standards Update No. 2014-12, “Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments when the terms of an award provide that a performance target could be achieved after the requisite service period,” (“ASU 2014-12”). Current U.S. GAAP does not contain explicit guidance on whether to treat a performance target that could be achieved after the requisite service period as a performance condition that affects vesting or as a nonvesting condition that affects the grant-date fair value of an award. The new guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period is treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. The updated guidance will be effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. The adoption of this ASU did not have any impact on the Company's consolidated financial position, liquidity, or results of operations.

See accompanying Independent Auditor’s Report

F-19

In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory.” Under this ASU, inventory will be measured at the “lower of cost and net realizable value” and options that currently exist for “market value” will be eliminated. The ASU defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” No other changes were made to the current guidance on inventory measurement. ASU 2015-11 is effective for interim and annual periods beginning after December 15, 2016. Management is evaluating the provisions of this statement and has not determined what impact the adoption of ASU 2015-11 will have on the Company's financial position or results of operations.

In November 2015, the FASB issued ASU 2015-17: Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, which provides guidance to simplify the financial statement presentation of deferred income taxes. The new guidance requires an entity to present deferred tax assets and liabilities as non-current in a classified balance sheet. Prior to the issuance of this guidance, deferred tax liabilities and assets were required to be separately classified into a current amount and a non-current amount in the balance sheet. The new guidance represents a change in accounting principle and is effective for annual reporting periods beginning after December 15, 2016, with early adoption permitted. 

In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.2015-17, “Balance Sheet Classification of Deferred Taxes”. The new guidance eliminates the requirement to separate deferred income tax liabilities and assets into current and noncurrent amounts. The amendments will require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The updated guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those annual periods. The Company is in the process of evaluating this guidance.

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

NOTE 11: SUBSEQUENT EVENTS

Management has evaluated subsequent events through June 12, 2017, the date the financial statements were available to be issued. Based on this evaluation, no material events were identified which require adjustment or disclosure in these financial statements other than described below.

In January 2017, the Company granted 3,254,386 stock options to employees and consultants with an exercise price of $0.067 per share and vesting periods ranging from 24 to 48 months.

In January 2017, the Company amended its 2011 Stock Incentive Plan providing for a total Plan size of 5,597,500 shares, an additional 1,250,000 shares.

See accompanying Independent Auditor’s Report

F-20

In February 2017, the Company’s stockholders consented to an amendment to the second amended and restated certificate of incorporation of the Company which increased the authorized number of Series Seed II Preferred stock by an additional 2,000,000 shares for a total of 7,000,000 authorized shares of Series Seed II Preferred stock and increased the authorized number of common stock by an additional 2,000,000 shares for a total of 29,000,000 authorized common shares.

In February and April 2017, the Company issued 1,818,182 shares of its Series Seed II Preferred stock and received proceeds of $400,000.

In March 2017, the Company authorized the issuance of a revolving note up to $300,000 secured by the assets of the company and accompanied by a 5-year warrant to purchase up to 270,000 shares of $0.0001 par value common stock exercisable at $0.067 per share. The Company has not yet drawn upon the line.

Also in March 2017, the Company issued a demand note for $25,000 of proceeds, principal and interest of which shall be repaid in full on the date of the next equity financing resulting in proceeds to the Company of at least $3,000,000. The demand note accrues interest at 5% per annum payable upon repayment of the principal amount which shall be due and payable at any time upon 15 days’ written notice to the Company.

In May 2017, the Company granted 1,147,195 stock options to an employee with an exercise price of $0.067 per share and vesting 25% upon one-year anniversary, with the remainder vesting in equal monthly increments over three years thereafter, and 50% vesting upon acquisition.

See accompanying Independent Auditor’s Report

F-21

PART III

INDEX TO EXHIBITS

1 Issuer Agreement with SI Securities LLC*

2.1 Form of Third Amended and Restated Certificate of Incorporation*

2.2 Amended and Restated Bylaws*

5 Voting Proxy Agreement*

6.1 2011 Equity Incentive Plan*

6.2 Form of Series A Preferred Stock Purchase Agreement

6.3 Second Amended and Restated Investors’ Rights Agreement*

6.4 Second Amended and Restated Right of First Refusal and Co-Sale Agreement*

6.5 Second Amended and Restated Voting Agreement*

6.6 Kindara-Hana Quality Assurance Agreement*

6.7 Kindara Partnership Agreement*

6.8 Revolving Secured Demand Promissory Note*

6.9 Founders Stock Restriction Agreement*

6.10 Ira Hernowitz Employment Agreement*

6.11 Tia Newcomer Employment Agreement*

8 Form of Escrow Agreement*

11 Independent Auditor’s Consent

12 Opinion of KHLK LLP*

13 “Testing the waters” materials*

 * Previously filed

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SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Boulder, Colorado, on September 22, 2017.

Kindara Inc.

/s/ Ira Hernowitz

By Ira Hernowitz, Chief Executive Officer of Kindara Inc .

This Offering Statement has been signed by the following person in the capacities and on the date indicated.

/s/ Ira Hernowitz

Ira Hernowitz, Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director

Date: September 22, 2017

/s/ Dave Balter

Dave Balter, as Director

Date: September 22, 2017

/s/ Will Sacks

Will Sacks, as Director

Date: September 22, 2017

/s/ Corey Schmid

Corey Schmid, as Director

Date: September 22, 2017

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EX1A-6 MAT CTRCT

Exhibit 6.2

SERIES A PREFERRED STOCK PURCHASE AGREEMENT

THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of the ___^th day of August, 2017 by and among Kindara Inc. a Delaware corporation (the “Company”), the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).

The parties hereby agree as follows:

1.           Purchase and Sale of Preferred Stock.

1.1         Sale and Issuance of Series A Preferred Stock.

(a)          The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Initial Closing (as defined below) the Third Amended and Restated Certificate of Incorporation in the form of Exhibit B attached to this Agreement (the “Restated Certificate”).

(b)          Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A Preferred Stock, par value $0.00001 per share (the “Series A Preferred Stock”), set forth opposite each Purchaser’s name on Exhibit A, at a purchase price of $0.25 per share. The shares of Series A Preferred Stock issued to the Purchasers pursuant to this Agreement (including any shares issued at the Initial Closing and any Additional Shares) shall be referred to in this Agreement as the “Shares.”

1.2         Closing; Delivery.

(a)          The purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures, on the date hereof, or at such other time and place as the Company and the Purchasers mutually agreed upon, orally or in writing (which time and place are designated as the “Initial Closing”). In the event there is more than one closing, the term “Closing” shall apply to each such closing unless otherwise specified.

(b)          Payment for Shares by Purchasers shall be received by The Bryn Mawr Trust Company of Delaware (the “Escrow Agent”) from Purchaser by transfer of immediately available funds via wire or ACH, or other means approved by the Company at least two days prior to the applicable Closing in the amount of Purchaser’s subscription using the instructions below. Tendered funds will remain in escrow until both the minimum offering amount of $500,000 has been reached and a Closing has occurred. In the event the minimum amount of Shares has not been sold by the date that is one year from the qualification of this offering with the SEC, or sooner terminated by the company, any money tendered by Purchaser will be promptly returned by the Escrow Agent.

Bank Name	Bryn Mawr Trust Company
Address	801 Lancaster Ave, Bryn Mawr PA 19010
Routing Number	031908485
Account Number	069-6964
Account Name	Trust Funds
Further Instructions	SeedInvest - Kindara

(c)          Upon each successful Closing, the Escrow Agent shall release Purchaser funds to the Company. The Purchaser shall receive notice and evidence of the digital entry of the number of the Shares owned by Purchaser reflected on the books and records of the Company and verified by VStock Transfer, LLC (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A of the Securities Act. Upon written instruction by a Purchaser (or its representative), the Transfer Agent may record the Shares beneficially owned by the Purchaser on the books and records of the Company in the name of any other entity as designated by Purchaser.

1.3         Sale of Additional Shares. After the Initial Closing, the Company may sell, on the same terms and conditions as those contained in this Agreement, the difference between 14,000,000 and the number of shares sold in the Initial Closing (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares) of Series A Preferred Stock (the “Additional Shares”), to one or more purchasers (the “Additional Purchasers”), provided that (i) such subsequent sale is consummated prior to 120 days after the Initial Closing, and (ii) each Additional Purchaser shall become a party to the Transaction Agreements (as defined below), by executing and delivering a counterpart signature page to each of the Transaction Agreements.

1.4         Defined Terms Used in this Agreement. In addition to the terms defined above, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.

(a)          “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

(b)          “Code” means the Internal Revenue Code of 1986, as amended.

(c)          “Company Intellectual Property” means all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, tradenames, copyrights, trade secrets, domain names, mask works, information and proprietary rights and processes, similar or other intellectual property rights, subject matter of any of the foregoing, tangible embodiments of any of the foregoing, licenses in, to and under any of the foregoing, and any and all such cases that are owned or used by the Company in the conduct of the Company’s business as now conducted and as presently proposed to be conducted.

(d)          “Investors’ Rights Agreement” means the Second Amended and Restated Investors’ Rights Agreement among the Company and the Purchasers and certain other stockholders of the Company, dated as of the date of the Initial Closing, in the form of Exhibit D attached to this Agreement.

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(e)         “Key Employee” means any executive-level employee (including division director and vice president-level positions) as well as any employee or consultant who either alone or in concert with others develops, invents, programs or designs any Company Intellectual Property.

(f)          “Knowledge” including the phrase “to the Company’s knowledge” shall mean the actual knowledge after reasonable investigation of the following officers: Will Sacks or Ira Hernowitz.

(g)         “Material Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property or results of operations of the Company.

(h)         “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

(i)          “Purchaser” means each of the Purchasers who is initially a party to this Agreement and any Additional Purchaser who becomes a party to this Agreement at a subsequent Closing under Subsection 1.3.

(j)          “Right of First Refusal and Co-Sale Agreement” means the Second Amended and Restated Right of First Refusal and Co-Sale Agreement among the Company, the Purchasers, and certain other stockholders of the Company, dated as of the date of the Initial Closing, in the form of Exhibit E attached to this Agreement.

(k)         “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(l)          “Series Seed Preferred Stock” means the shares of Series Seed Preferred Stock, par value $0.00001 per share.

(m)        “Series Seed II Preferred Stock” means the shares of Series Seed II Preferred Stock, par value $0.00001 per share.

(n)         “Shares” means the shares of Series A Preferred Stock issued at the Initial Closing and any Additional Shares issued at a subsequent Closing under Subsection 1.3.

(o)         “Transaction Agreements” means this Agreement, the Investors’ Rights Agreement, the Right of First Refusal and Co-Sale Agreement, and the Voting Agreement.

(p)         “Voting Agreement” means the Second Amended and Restated Voting Agreement among the Company, the Purchasers and certain other stockholders of the Company, dated as of the date of the Initial Closing, in the form of Exhibit F attached to this Agreement.

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2.           Representations and Warranties of the Company. The Company hereby represents and warrants to each Purchaser that, except as set forth on the Disclosure Schedule attached as Exhibit C to this Agreement, which exceptions shall be deemed to be part of the representations and warranties made hereunder, the following representations are true and complete as of the date of the Initial Closing, except as otherwise indicated. The Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this Section 2, and the disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in this Section 2 only to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections.

2.1         Organization, Good Standing, Corporate Power and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.

2.2         Capitalization.

(a)          The authorized capital of the Company consists, immediately prior to the Initial Closing, of:

(i)          52,000,000 shares of common stock, par value $0.00001 per share (the “Common Stock”), of which 4,463,909 shares are issued and outstanding immediately prior to the Initial Closing. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.

(ii)         32,750,000 shares of Preferred Stock, 11,750,000 of which have been designated Series Seed Preferred Stock, 11,627,544 of which are issued and outstanding immediately prior to the Closing, 7,000,000 of which have been designated Seed II Preferred Stock, 6,721,424 of which are issued and outstanding immediately prior to the Closing, and 14,000,000 shares of Series A Preferred Stock, none of which are issued and outstanding immediately prior to the Closing. The rights, privileges and preferences of the Preferred Stock are as stated in the Restated Certificate and as provided by the Delaware General Corporation Law.

(b)          The Company has reserved 8,797,000 shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to its 2011 Equity Incentive Plan duly adopted by the Board of Directors and approved by the Company stockholders (the “Stock Plan”). Of such reserved shares of Common Stock, no shares have been issued pursuant to restricted stock purchase agreements, options to purchase 5,129,663 shares have been granted and are currently outstanding, and 3,667,337 shares of Common Stock remain available for issuance to officers, directors, employees and consultants pursuant to the Stock Plan. The Company has furnished to the Purchasers complete and accurate copies of the Stock Plan and forms of agreements used thereunder.

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(c)          Subsection 2.2(c) of the Disclosure Schedule sets forth the capitalization of the Company immediately preceding the Initial Closing including the number of shares of the following: (i) issued and outstanding Common Stock; (ii) granted stock options; (iii) shares of Common Stock reserved for future award grants under the Stock Plan; (iv) each series of Preferred Stock; and (v) warrants or stock purchase rights, if any. Except for (A) the conversion privileges of the Shares to be issued under this Agreement, (B) the rights provided in Section 4 of the Investors’ Rights Agreement, and (C) the securities and rights described in Subsection 2.2(b) of this Agreement and Subsection 2.2(c) of the Disclosure Schedule, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares of Common Stock, Series Seed Preferred Stock, Series Seed II Preferred Stock or Series A Preferred Stock, or any securities convertible into or exchangeable for shares of Common Stock, Series Seed Preferred Stock, Series Seed II Preferred Stock or Series A Preferred Stock. All outstanding shares of the Company’s Common Stock and all shares of the Company’s Common Stock underlying outstanding options are subject to (i) a right of first refusal in favor of the Company upon any proposed transfer (other than transfers for estate planning purposes); and (ii) a lock-up or market standoff agreement of not less than one hundred eighty (180) days following the Company’s initial public offering pursuant to a registration statement filed with the Securities and Exchange Commission under the Securities Act.

(d)         Except as set forth on Subsection 2.2(d) of the Disclosure Schedule, none of the Company’s stock purchase agreements or stock option documents contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or other terms of such agreement or understanding upon the occurrence of any event or combination of events, including without limitation in the case where the Company’s Stock Plan is not assumed in an acquisition. Except as set forth on Subsection 2.2(d) of the Disclosure Schedule, the Company has never adjusted or amended the exercise price of any stock options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. Except as set forth in the Restated Certificate, the Company has no obligation (contingent or otherwise) to purchase or redeem any of its capital stock.

(e)          The Company has obtained valid waivers of any rights by other parties to purchase any of the Shares covered by this Agreement.

2.3         Subsidiaries. The Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity.

2.4         Authorization. All corporate action required to be taken by the Company’s Board of Directors and stockholders in order to authorize the Company to enter into the Transaction Agreements, and to issue the Shares at the Closing and the Common Stock issuable upon conversion of the Shares, has been taken or will be taken prior to the Closing. All action on the part of the officers of the Company necessary for the execution and delivery of the Transaction Agreements, the performance of all obligations of the Company under the Transaction Agreements to be performed as of the Closing, and the issuance and delivery of the Shares has been taken or will be taken prior to the Closing. The Transaction Agreements, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Investors’ Rights Agreement may be limited by applicable federal or state securities laws.

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2.5         Valid Issuance of Shares.

(a)         The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Assuming the accuracy of the representations of the Purchasers in Section 3 of this Agreement and subject to the filings described in Subsection 2.6(ii) below, the Shares will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Shares has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated Certificate, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to Subsection 2.6 below, the Common Stock issuable upon conversion of the Shares will be issued in compliance with all applicable federal and state securities laws.

(b)         No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. For the purposes hereof, a “Company Covered Person” means, with respect to the Company as an “Issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of rule 506(d)(1).

2.6         Governmental Consents and Filings. Assuming the accuracy of the representations made by the Purchasers in Section 3 of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for (i) the filing of the Restated Certificate, which will have been filed as of the Initial Closing, and (ii) filings pursuant to applicable state securities laws, which have been made or will be made in a timely manner.

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2.7         Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or to the Company’s knowledge, currently threatened in writing (i) against the Company or any officer, director or Key Employee of the Company arising out of their employment or board relationship with the Company; (ii) to the Company’s knowledge, that questions the validity of the Transaction Agreements or the right of the Company to enter into them, or to consummate the transactions contemplated by the Transaction Agreements; or (iii) against the Company that to the Company’s knowledge, that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Company nor, to the Company’s knowledge, any of its officers, directors or Key Employees is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers, directors or Key Employees, such as would affect the Company). There is no action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis therefor known to the Company) involving the prior employment of any of the Company’s employees, their services provided in connection with the Company’s business, any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers.

2.8         Intellectual Property. To the Company’s Knowledge, it owns or possesses sufficient legal rights to all Company Intellectual Property without any known conflict with, or to the Company’s Knowledge not including any patent search, infringement of, the rights of others. To the Company’s knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party. Other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person. The Company has not received any communications alleging that the Company has violated, or by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other Person. The Company has obtained and possesses valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with the Company’s business.

2.9         Certain Transactions.

(a)          Except as set forth in Schedule 2.9, other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the Board of Directors, and (iii) the purchase of shares of the Company’s capital stock and the issuance of options to purchase shares of the Company’s Common Stock, in each instance, approved in the written minutes of the Board of Directors (previously provided to the Purchasers or their counsel), there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, consultants or Key Employees, or any Affiliate thereof.

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(b)         The Company is not indebted, directly or indirectly, to any of its directors, officers or employees or to their respective spouses or children or to any Affiliate of any of the foregoing, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses and for other customary employee benefits made generally available to all employees. None of the Company’s directors, officers or employees, or any members of their immediate families, or any Affiliate of the foregoing are, directly or indirectly, indebted to the Company.

2.10       Rights of Registration, Voting Rights and Voting Proxy. Except as provided in the Investors’ Rights Agreement, the Company is not under any obligation to register under the Securities Act any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities. To the Company’s knowledge, except as contemplated in the Voting Agreement and that certain Voting Proxy between certain stockholders and SeedInvest LLC, no stockholder of the Company has entered into any agreements with respect to the voting of capital shares of the Company.

2.11       Material Liabilities. Except as set forth on Subsection 2.11 of the Disclosure Schedule, the Company has no liability or obligation, absolute or contingent (individually or in the aggregate), except (i) obligations and liabilities incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregate, and (ii) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principles.

2.12       Employee Matters.

(a)         As of the date hereof, the Company employs five (5) full-time employees.

(b)         To the Company’s knowledge, none of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with such employee’s ability to promote the interest of the Company or that would conflict with the Company’s business. Neither the execution or delivery of the Transaction Agreements, nor the carrying on of the Company’s business by the employees of the Company, nor the conduct of the Company’s business as now conducted and as presently proposed to be conducted, will, to the Company’s knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated.

(c)         The Company is not delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants or independent contractors. The Company has complied in all material respects with all applicable state and federal equal employment opportunity laws and with other laws related to employment, including those related to wages, hours, worker classification and collective bargaining. The Company has withheld and paid to the appropriate governmental entity or is holding for payment not yet due to such governmental entity all amounts required to be withheld from employees of the Company and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing.

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(d)         Subsection 2.12 of the Disclosure Schedule sets forth each employee benefit plan maintained, established or sponsored by the Company, or which the Company participates in or contributes to, which is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Company has made all required contributions and has no liability to any such employee benefit plan, other than liability for health plan continuation coverage described in Part 6 of Title I(B) of ERISA, and has complied in all material respects with all applicable laws for any such employee benefit plan.

(e)          To the Company’s knowledge, no Key Employee intends to terminate employment with the Company or is otherwise likely to become unavailable to continue as a Key Employee, nor does the Company have a present intention to terminate the employment of any of the foregoing. The employment of each employee of the Company is terminable at the will of the Company. Except as required by law, upon termination of the employment of any such employees, no severance or other payments will become due. The Company has no policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment services.

2.13       Tax Returns and Payments. There are no federal, state, county, local or foreign taxes due and payable by the Company which have not been timely paid. Except for taxes for which the deadline for filing a tax return has not elapsed, there are no accrued and unpaid federal, state, country, local or foreign taxes of the Company which are due, whether or not assessed or disputed. There have been no examinations or audits of any tax returns or reports by any applicable federal, state, local or foreign governmental agency. The Company has duly filed all federal, state, county, local and foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.

2.14       Employee Agreements. Each current and former employee, consultant and officer of the Company has executed an agreement with the Company regarding confidentiality, proprietary information, assignment of inventions and non-solicitation substantially in the form or forms delivered to the counsel for the Purchasers (the “Confidential Information Agreements”). No current or former Key Employee has excluded works or inventions from his or her assignment of inventions pursuant to such Key Employee’s Confidential Information Agreement. The Company is not aware that any of its Key Employees is in violation of any agreement covered by this Subsection 2.14.

2.15       Permits. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business, the lack of which could reasonably be expected to have a Material Adverse Effect. The Company is not in default in any material respect under any of such franchises, permits, licenses or other similar authority.

2.16       Corporate Documents. The Restated Certificate and amended and restated Bylaws of the Company are in the form provided to the Purchasers that have requested them. The minute books of the Company contain minutes of all meetings of directors and stockholders and all actions by written consent without a meeting by the directors and stockholders since the date of incorporation and accurately reflects in all material respects all actions by the directors (and any committee of directors) and stockholders with respect to all transactions referred to in such minutes and have been provided to those Purchasers that have requested them.

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2.17       Data Privacy. In connection with its collection, storage, transfer (including, without limitation, any transfer across national borders) and/or use of any personally identifiable information from any individuals, including, without limitation, any customers, prospective customers, employees and/or other third parties (collectively “Personal Information”), the Company is and has been, to the Company’s Knowledge, in compliance with all applicable laws in all relevant jurisdictions, the Company’s privacy policies and the requirements of any contract or codes of conduct to which the Company is a party. The Company has commercially reasonable physical, technical, organizational and administrative security measures and policies in place to protect all Personal Information collected by it or on its behalf from and against unauthorized access, use and/or disclosure. The Company is and has been, to the Company’s knowledge, in compliance in all material respects with all laws relating to data loss, theft and breach of security notification obligations.

3.           Representations and Warranties of the Purchasers. Each Purchaser hereby represents and warrants to the Company, severally and not jointly, that:

3.1         Authorization. The Purchaser has full power and authority to enter into the Transaction Agreements. The Transaction Agreements to which the Purchaser is a party, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, or (b) to the extent the indemnification provisions contained in the Investors’ Rights Agreement may be limited by applicable federal or state securities laws.

3.2         Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Shares. The Purchaser has not been formed for the specific purpose of acquiring the Shares.

3.3         Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Shares with the Company’s management and has had an opportunity to review the Company’s facilities. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 2 of this Agreement or the right of the Purchasers to rely thereon.

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3.4         Non-Registered Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the accuracy of the Purchaser’s representations as expressed herein. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement..

3.5         No Public Market. The Purchaser understands that no public market now exists for the Shares, and that the Company has made no assurances that a public market will ever exist for the Shares.

3.6         Accredited Investor Status or Investment Limits. The Purchaser represents that either:

(a)          Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act; or

(b)          The purchase price, together with any other amounts previously used to purchase Shares in this offering, does not exceed 10% of the greater of Investor’s annual income or net worth (or in the case where Investor is a non-natural person, their revenue or net assets for such Investor’s most recently completed fiscal year end).

Investor represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

3.7         Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

3.8         Exculpation Among Purchasers. The Purchaser acknowledges that it is not relying upon any Person, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. The Purchaser agrees that neither any Purchaser nor the respective controlling Persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Shares.

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3.9         Residence. If the Purchaser is an individual, then the Purchaser resides in the state or province identified in the address of the Purchaser set forth on Exhibit A; if the Purchaser is a partnership, corporation, limited liability company or other entity, then the office or offices of the Purchaser in which its principal place of business is identified in the address or addresses of the Purchaser set forth on Exhibit A.

4.           Conditions to the Purchasers’ Obligations at Closing. The obligations of each Purchaser to purchase Shares at the Initial Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

4.1         Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct in all material respects as of the Initial Closing.

4.2         Performance. The Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before such Closing.

4.3         Compliance Certificate. The Chief Executive Officer of the Company shall deliver to the Purchasers at the Initial Closing a certificate certifying that the conditions specified in Subsections 4.1 and 4.2 have been fulfilled.

4.4         Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be obtained and effective as of such Closing.

4.5         Board of Directors. As of the Closing, the authorized size of the Board shall be five (5), and the Board shall be comprised of Ira Hernowitz, Will Sacks, Corey Schmid and Dave Balter, with the remaining seat to remain reserved for a designee to be appointed in a future financing or as otherwise appointed by the Board pursuant to the Bylaws.

4.6         Investors’ Rights Agreement. The Company and each Purchaser (other than the Purchaser relying upon this condition to excuse such Purchaser’s performance hereunder) and the other stockholders of the Company named as parties thereto shall have executed and delivered the Investors’ Rights Agreement.

4.7         Right of First Refusal and Co-Sale Agreement. The Company, each Purchaser (other than the Purchaser relying upon this condition to excuse such Purchaser’s performance hereunder), and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

4.8         Voting Agreement. The Company, each Purchaser (other than the Purchaser relying upon this condition to excuse such Purchaser’s performance hereunder), and the other stockholders of the Company named as parties thereto shall have executed and delivered the Voting Agreement.

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4.9         Restated Certificate. The Company shall have filed the Restated Certificate with the Secretary of State of Delaware on or prior to the Closing, which shall continue to be in full force and effect as of the Closing.

4.10       Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Initial Closing a certificate certifying (i) the Restated Certificate; (ii) the Bylaws of the Company, (iii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iv) resolutions of the stockholders of the Company approving the Restated Certificate.

4.11       Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser, and each Purchaser (or its counsel) shall have received all such counterpart original and certified or other copies of such documents as reasonably requested. Such documents may include good standing certificates.

5.           Conditions of the Company’s Obligations at Closing. The obligations of the Company to sell Shares to the Purchasers at the Initial Closing or any subsequent Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

5.1         Representations and Warranties. The representations and warranties of each Purchaser contained in Section 3 shall be true and correct in all respects as of such Closing.

5.2         Performance. The Purchasers shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by them on or before such Closing.

5.3         Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be obtained and effective as of such Closing.

5.4         Investors’ Rights Agreement. Each Purchaser shall have executed and delivered the Investors’ Rights Agreement.

5.5         Right of First Refusal and Co-Sale Agreement. Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

5.6         Voting Agreement. Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Voting Agreement.

6.           Miscellaneous.

6.1         Survival of Warranties. Unless otherwise set forth in this Agreement, the representations and warranties of the Company and the Purchasers contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing for a period of twelve (12) months, and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Purchasers or the Company.

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6.2         Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

6.3         Governing Law. This Agreement shall be governed by the internal law of the State of Delaware.

6.4         Subscription Procedure. Each Purchaser, by providing his or her name and subscription amount and clicking “accept” and/or checking the appropriate box on SeedInvest, LLC’s platform (the “Platform”), confirms such Purchaser’s investment through the Platform, acknowledges having read the representations in the Purchase Agreement section entitled “Representations and Warranties of the Purchaser,” and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as a Purchaser in all material respects, and further hereby agrees to be bound by the terms and conditions of (i) the Purchase Agreement as a “Purchaser” thereunder, (ii) the Investors’ Rights Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder, (iii) the Right of First Refusal and Co-Sale Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder, and (iv) the Voting Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder, and.confirms such Purchaser’s electronic signature to each of the foregoing agreements (“Online Acceptance”). Purchaser agrees that his or her electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on each of the foregoing agreements and Online Acceptance establishes such Purchaser’s acceptance of the terms and conditions of each such agreement.

6.5         Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

6.6         Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

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6.7         Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on the signature page or Exhibit A, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Subsection 6.7. If notice is given to the Company, it shall be addressed to Kindara Inc.,3004 Arapahoe Ave, Boulder, CO 80303, Attention: Ira Hernowitz, and a copy shall also be sent to Company Counsel LLC, 28 Stone Avenue, Winchester, MA 01890, Attention: Steve Cagnetta.

6.8         No Finder’s Fees. Except for that certain finder’s fee owed by the Company to SI Securities, LLC (“SeedInvest”), pursuant to a separate offering letter between the Company and SeedInvest, each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. Each Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which each Purchaser or any of its officers, employees or representatives is responsible. The Company agrees to indemnify and hold harmless each Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

6.9         Amendments and Waivers. Except as set forth in Subsection 1.3 of this Agreement, any term of this Agreement may be amended, terminated or waived only with the written consent of the Company, and the holders of a majority of the then-outstanding Shares. Any amendment or waiver effected in accordance with this Subsection 6.9 shall be binding upon the Purchasers and each transferee of the Shares (or the Common Stock issuable upon conversion thereof), each future holder of all such securities, and the Company.

6.10       Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

6.11       Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

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6.12       Entire Agreement. This Agreement (including the Exhibits hereto), the Restated Certificate and the other Transaction Agreements constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.

6.13       Dispute Resolution. Any unresolved controversy or claim arising out of or relating to this Agreement, except as (i) otherwise provided in this Agreement, or (ii) any such controversies or claims arising out of either party’s intellectual property rights for which a provisional remedy or equitable relief is sought, shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the American Arbitration Association (the “AAA”), then by one arbitrator having reasonable experience in corporate finance transactions of the type provided for in this Agreement and who is chosen by the AAA. The arbitration shall take place in Denver, Colorado, in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses, and (c) such other depositions as may be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with the Delaware Code of Civil Procedure, the arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings.

The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. Each of the parties to this Agreement consents to personal jurisdiction for any equitable action sought in the U.S. District Court for the District of Denver, Colorado or any court of the State of Colorado.

6.13       Waiver of Conflicts. Each party to this Agreement acknowledges that Company Counsel, LLC, counsel for the Company, has in the past performed and may continue to perform legal services for certain of the Purchasers in matters unrelated to the transactions described in this Agreement, including the representation of such Purchasers in venture capital financings and other matters. Accordingly, each party to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure; and (b) gives its informed consent to Company Counsel’s representation of certain of the Purchasers in such unrelated matters and to Company Counsel’s representation of the Company in connection with this Agreement and the transactions contemplated hereby

[Signature Pages to Follow]

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IN WITNESS WHEREOF, the parties have executed this Series A Preferred Stock Purchase Agreement as of the date first written above.

KINDARA INC:
By:
	Ira Hernowitz, Chief Executive Officer

Address:	3004 Arapahoe Ave.
	Boulder, CO 80303

KINDARA INC.

SERIES A PREFERRED STOCK PURCHASE AGREEMENT

Financing Signature Page

By execution and delivery of this signature page, the undersigned hereby agrees to become a Purchaser, as defined in that certain Series A Preferred Stock Purchase Agreement (the “Purchase Agreement”) by and among Kindara, Inc., a Delaware corporation (the “Company”), and the Purchaser (as defined in the Purchase Agreement), dated as of the Closing (as defined in the Purchase Agreement), acknowledges having read the representations in the Purchase Agreement section entitled “Representations and Warranties of the Purchaser,” and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as a Purchaser in all material respects. The undersigned further hereby agrees to be bound by the terms and conditions of (i) the Purchase Agreement as a “Purchaser” thereunder, (ii) the Investors’ Rights Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder, (iii) the Right of First Refusal and Co-Sale Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder, and (iv) the Voting Agreement (as defined in the Purchase Agreement) as an “Investor” thereunder, and authorizes this signature page to be attached to each such agreement, or counterparts thereof.

Executed, in counterpart, as of the date set forth above.

PURCHASER:

[NAME]

By:

Name:

Title:

Total Purchase Price:

Contact Person:

Address:

Telephone No.:

Email Address:

EXHIBITS

Exhibit A - SCHEDULE OF PURCHASERS

Exhibit B - FORM OF THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Exhibit C - DISCLOSURE SCHEDULE

Exhibit D - FORM OF INVESTORS’ RIGHTS AGREEMENT

Exhibit E - Form of Right of First Refusal and Co-Sale Agreement

Exhibit F - FORM OF VOTING AGREEMENT

EXHIBIT A

schedule of purchasers

Initial Closing

Name and Address	Cash Payment for Shares	Total Number of Shares Purchased
[NAME] [ADDRESS] [EMAIL]	[CASH AMOUNT]	[TOTAL SHARES PURCHASED]
TOTAL INITIAL CLOSING	[TOTAL]	[TOTAL]

Exhibit A

schedule of purchasers (CONT’D)

Subsequent Closings

Name and Address	Cash Payment for Shares	Total Number of Shares
TOTAL SUBSEQUENT CLOSINGS	[TOTAL]	[TOTAL]
TOTAL ALL CLOSINGS	$[______]	[_______]

EXHIBIT B

FORM OF THIRD AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

EXHIBIT C

DISCLOSURE SCHEDULE

This disclosure schedule (the “Disclosure Schedule”) is made and given pursuant to Section 2 of the Series A Preferred Stock Purchase Agreement, dated as of August ____, 2017 (the “Agreement”), between Kindara Inc. (the “Company”) and the Purchasers listed on Exhibit A thereto. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule includes brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described, true and complete copies of which have been provided to the Purchasers or their respective counsel.

Schedule 2.2 (c)

Capitalization

The capitalization of the Company immediately following the Initial Closing is attached here to as follows:

	Shares Authorized		Shares Issued and Outstanding		Common Stock Equivalent		Fully Diluted Shares		Fully Diluted Ownership
Common Stock classes
Common Stock		29,000,000		4,463,909		4,463,909
Total Common Stock issued and outstanding						4,463,909		4,463,909		15.5646	%
Preferred Stock classes
Series Seed II Preferred Stock		7,000,000		6,721,424		6,721,424
Series Seed Preferred Stock		11,750,000		11,627,544		11,627,544
Total Preferred Stock issued and outstanding						18,348,968		18,348,968		63.9785	%
Common Stock Warrants
Common Stock Purchase Warrant						270,000
Total Common Stock Warrants issued and outstanding						270,000		270,000		0.9414	%
2011 Equity Incentive Plan		5,597,500
RSAs board approved										0.0000	%
Options, PIs and RSUs issued and outstanding						5,129,663		5,129,663		17.8859	%
Shares available for issuance under the plan						467,337		467,337		1.6295	%
Totals								28,679,877		100.0000	%

The Company has extended the exercise period for the vested options previously granted to James Patrick Gardner to 10 years from date of grant.

Schedule 2.2(d)

All stock options granted to date and listed in the above table contain the following provision for full acceleration upon a Change of Control (as defined in the Company’s 2011 Equity Incentive Plan (the “Plan”):

Pursuant to the Plan, in the event that a successor corporation does not assume awards granted thereunder, the participant will fully vest in and have the right to exercise all of his or her outstanding options and stock appreciation rights, including shares as to which such awards would not otherwise be vested or exercisable, all restrictions on restricted stock will lapse, and, with respect to awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met. See Section 13(c) of the Plan.

In addition, pursuant to their Stock Option Agreements, 50% of the then-unvested Shares underlying the options granted to Ira Hernowitz and Tia Newcomer shall automatically vest upon the consummation of a Change of Control. Further, 15% of the then-unvested Shares underlying the options granted to Ira Hernowitz shall accelerate and be deemed vested upon the completion of an equity financing resulting in proceeds to the Company equal to or in excess of $3,000,000.

Pursuant to her Employment Agreement dated May 12, 2017 (the “Newcomer Employment Agreement”), Tia Newcomer shall be granted an option under the Plan to purchase 286,799 shares of the Company’s common stock upon completion of at least one of certain performance-based milestones. See Section 3(b) of the Tia Employment Agreement.

In addition, the Company plans to grant but has not yet formally granted to Anthony Pitts an option to purchase approximately 788,697 shares of Common Stock, to vest in equal monthly increments over four years.

In December 2015, the Company adjusted the exercise price of all stock options granted in 2013 from $.19 to $.114 to reflect the 409A valuation that was completed in September 2015.

See also the Amended and Restated Founder Stock Restriction Agreement between the Company and Will Sacks dated as of August 7, 2015.

Schedule 2.9

Certain Transactions

Employment Agreement between Ira Hernowitz and the Company.

Employment Agreement between Tia Newcomer and the Company.

Schedule 2.11

Material Liabilities

Partnership Agreement dated October 16, 2014 with Aginova Inc.

Supplier Agreement with Future Electronics.

Promissory Note for $25,000 issued to Boston Seed Capital, LLC, dated March 29, 2017.

Revolving Secured Demand Promissory Note in the maximum aggregate amount of $300,000, issued to Hana Microelectronics Investments Co., Ltd, dated April 5, 2017.

The Company owes the Internal Revenue Service approximately $34,000 in unpaid taxes accrued in 2016, plus interest and penalties thereon, which it expects to repay in due course.

Schedule 2.12

Employee Matters

The Company has a Health Insurance Plan, Vision Plan and Dental Plan with United Healthcare.

The Company offers its employees basic life insurance coverage.

The Company typically pays two weeks’ severance in exchange for signing a release when employment is terminated.

EXHIBIT D

FORM OF INVESTORS’ RIGHTS AGREEMENT

Exhibit E

Form of Right of First Refusal and Co-Sale Agreement

EXHIBIT F

FORM OF VOTING AGREEMENT

EX1A-11 CONSENT

Exhibit 11

 

CONSENT OF INDEPENDENT AUDITOR

We consent to the use in the Offering Circular constituting a part of this Offering Statement on Form 1-A, as it may be amended, of our Independent Auditor’s Report dated June 12, 2017 relating to the balance sheets of Kindara, Inc. as of December 31, 2016 and 2015, and the related statements of operations, changes in stockholders’ equity, and cash flows for years then ended, and the related notes to the financial statements.

/s/ Artesian CPA, LLC

Denver, CO

September 22, 2017