If the Approved Sale is structured as a sale of shares, each shareholder will receive the consideration for its shares that is set forth in the acquisition agreement for the Approved Sale. If a subscription is rejected, all funds will be returned to subscribers within ten days of such rejection without deduction or interest. Market-beating stocks from our award-winning analyst team. In addition to the fees above, the Company shall grant to Dalmore (or their designees and assignees) cashless warrants equivalent to 3% of the number of shares of Class C common stock sold in the offering, at no cost ($0.00 per share). As a result, these companies may obtain. The consideration to be received by a shareholder who owns any Class C Common Stock shall be the same form and amount of consideration per share of Class C Common Stock to be received by the Drag-Along Seller for its Class A Common Stock (or, if the Drag-Along Seller is given an option as to the form and amount of consideration to be received, the same option shall be given) and the terms and conditions of the sale shall, except as otherwise provided in the immediately succeeding sentence, be the same as those upon which the Drag-Along Seller sells its Class C Common Stock. VIP Treatment and 4 invitations to Companys annual War Games event*, Invite +1 to a Meet and Greet and dinner the evening before the Companys annual War Games event with members of our management and our advisory board, Four Armed Forces Brewing Company beer glasses, Access for 3 to VIP tent/section at one event the Company sponsors, Membership in Companys tasting club where investor has the opportunity taste every new beer before it goes to market**. Our beers are natural fits for military installations and the areas surrounding them such as non-military package stores at or near the 100 U.S. Navy/U.S. The Company is dependent upon management and on others in order to conduct its operations and execute its business plan, however, the Company has purchased only limited insurance policies (including a disability policy) with respect to those individuals in the event of their death or disability. Commodity markets are volatile and unexpected changes in commodity prices can reduce the Companys profit margin and make budgeting difficult. Competition may increase further as a result of advances in the commercial applicability of technologies and greater availability of capital for investment in these industries. Enjoy responsibly. The Company may extend the Offering for an additional time period unless the Offering is completed or otherwise terminated by the Company. Preamble by Armed Forces Brewing Company is a Lager - American which has a rating of 3.5 out of 5, with 512 ratings and reviews on Untappd. EACH PROSPECTIVE INVESTOR IS ENCOURAGED TO CAREFULLY ANALYZE THE RISKS AND MERITS OF AN INVESTMENT IN THE SHARES AND SHOULD TAKE INTO CONSIDERATION WHEN MAKING SUCH ANALYSIS, AMONG OTHER FACTORS, THE RISK FACTORS DISCUSSED ABOVE, AS WELL AS OTHERS NOT DISCUSSED ABOVE. Chief Brewing Officer and Board of Directors Member. This field is for validation purposes and should be left unchanged. The Companys Expenses Could Increase Without a Corresponding Increase in Revenues. The industries in which the Company participates are intensely competitive and subject to rapid and significant change. The Shares of Class C Common Stock being offered in this Offering Circular are subject to drag-along rights. Additionally, their rapid growth could lead to some growing pains, and they may not be able to maintain the same level of quality as they expand. These could result in unexpected costs to the Company and, in the case of a costly product recall, potentially serious damage to the Companys reputation for product quality, as well as product liability claims. The company was founded in 2013 by two veterans of the United States Marine Corps, Adam Firestone and David Walker. Launched in 2019, Armed Forces Brewing Company was founded by experienced veterans of the food and beverage industry, an award-winning brewmaster, and U.S. Military Veterans including famed SEAL. An unfavorable outcome to a tax audit could result in higher tax expense, thereby negatively impacting the Companys results of operations. The Equity Incentive Plan is attached as a Material Contract in Exhibit 1A-6 to this Offering Circular. The Company will face significant competition in the United States, Canada and elsewhere which could adversely affect your investment. The fees and expenses of the Drag-Along Seller incurred in connection with a Drag-Along Sale and for the benefit of all shareholders (it being understood that costs incurred by or on behalf of a Drag-Along Seller for its sole benefit will not be considered to be for the benefit of all shareholders), to the extent not paid or reimbursed by the Company or the independent purchaser, shall be shared by all the shareholders on a pro rata basis, based on the consideration received by each shareholder; provided, that no shareholder shall be obligated to make any out-of-pocket expenditure before the consummation of the Drag-Along Sale. There are substantial restrictions on the transferability of the Shares of Class C Common Stock, and, in all likelihood, you will not be able to liquidate some or all of your investment. This Offering Circular will be furnished to prospective investors via download 24 hours per day, 7 days per week on the above-referenced websites. ______________________________________________________________________________, OFFERING SUMMARY AND SUMMARY OF RISK FACTORS, MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION, COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS, SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS, INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN RELATED-PARTY TRANSACTIONS AND AGREEMENTS, ACKNOWLEDGEMENT ADOPTING TYPED SIGNATURES. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. $0. When you review our offering circular, please review all of the risk factors before making an investment in our company. Changes in Tax, Environmental and Other Regulations, Government Shutdowns or Failure to Comply with Existing Licensing, Trade or Other Regulations Could Have a Material Adverse Effect on the Companys Financial Condition. There is no assurance that the Company will generate significant revenues or profits. We are currently evaluating the effect that. Operating Expenses. The subscription price is payable by check, wire transfer, ACH, credit or debit card payment or some other form acceptable to the Company as set out in this Offering Circular. The brewery has a taproom and bar located onsite, as well as a tasting room and retail store. We now move to questions from Labour leader Sir Keir Starmer. Armed Forces Brewings philosophy is to brew beer worthy of being a tribute to the great active military warriors of the United States, and those veterans who served our country in the past. The Companys products also compete generally with other alcoholic beverages. Growth is now expected to slow to a single-digit percentage pace. The use of such third-party facilities also creates higher logistical costs and uncertainty in the ability to deliver product to the Companys customers efficiently and on time. Any negative publicity generated could damage the Companys reputation and diminish the value of the Companys brand and its products which could have a material adverse effect on the Companys business, results of operations, and financial condition, as well as your investment. Reliance on Company-Owned Production Facilities, Reduced Availability of Breweries Owned by Others, and Inability to Leverage Investment in the Company-Owned Breweries Could Have A Material Adverse Effect on the Companys Operations or Financial Results. Gary Bonadonna Jr. has been brewing up unionization efforts in western New York coffee houses since baristas at a local franchise asked his Workers United Rochester Regional Joint Board for help. Regardless of which company the Holding Account is created through should they be created in lieu of the Escrow Account, the subscription funds advanced by prospective Investors as part of the subscription process would be held in said Holding Account and would not be commingled with the Company's operating account, until there is a Closing with respect to that Investor and. from $29.95. They have a market capitalization of over $200 billion. The Companys Bylaws limit the liability of directors and officers of the Company to the maximum extent permitted by Delaware law. This experienced management team will lead the charge into our bar and restaurant operations in the future which will help to further establish our brands. Asa part of our series about the future of retail, I had the pleasure of interviewing Derek Detenber. Although it isn't the small business it once was, Boston Beer still represents a sliver of North American beer consumption. (Tribune News Service) While driving throughAnnapolisand seeing theNaval Academyfor the first time, businessmanAlan Bealhad an idea to create a beer specifically for service members. The Company was initially formed as a Delaware Limited Liability Company named Seawolf Brewing Company LLC on January 11, 2019 and converted into a Delaware corporation, Seawolf Brewing Company Inc. on September 8, 2020. Reply . The Company faces uncertainty as the ongoing pandemic causes significant disruption to U.S and global markets and business, and the alcohol, restaurant and bar industries in general. Existing patent, copyright, trademark and trade secret laws afford only limited protection. Article XIV of the Companys Bylaws set out various restrictions on transfer that attach to the Shares of Class C Common Stock being sold in this Offering. Management of the Company has wide latitude and discretion in the use of proceeds from this Offering. Armed Forces Brewing Company reserves the right to reject certain names and beer ingredients in their absolute discretion. Armed Forces Brewing has successfully completed a test market run and is ready to expand to national and global distribution. We wish we didnt have to ask for your private information, but we have some legal responsibilities and requirements. To date, we have been contract brewing, a model we will soon outgrow. But as the company grows, Beal said he is confident thanks to the team he has around him. The offering circular is available to download here for you to read and review before you invest. The Company had $12,843 in revenue from January 1, 2020 to December 31, 2020. (Exhibit 1A-2A). But persistent double-digit percentage sales growth is fantastic in an industry largely dominated by slow and predictable consumption trends. (3)You represent and warrant that none of: (a) you; (b) any person controlling or controlled by you; (c) if you are a privately-held entity, any person having a beneficial interest in you; or (d) any person for whom you are acting as agent or nominee in connection with this investment is a. If you invest and purchase the Shares of Class C Common Stock, you will be acquiring a minority interest in the Company and will have little to no effective control over, or input into, the management or decisions of the Company, primarily because the Shares have no voting rights. To find a location where the beer can be purchased, go to. Jeff has been involved with more than 50 openings, remodels, and consultations in his career. Armed Forces Brewing - "Invest in my brewery 'cause I'm an operator and guns are cool" ownarmedforcesbrewingco. The continuing consolidation could also reduce the contract brewing capacity that is available to the Company. Armed Forces Brewing Company has national and international demand and the ability to mass scale, said Alan Beal, the companys Chief Executive Officer. The Shares offered by the Company constitute a highly speculative investment and you should be in an economic position to lose your entire investment. Operating expenses for the period from January 1, 2019 to December 31, 2019 were $13,725. Net Loss. A number of factors could adversely affect our operating results, including additional government-imposed increases in minimum wages, overtime pay, paid leaves of absence and mandated health benefits, mandated training for employees, changing regulations from the National Labor Relations Board and increased employee litigation including claims relating to the Fair Labor Standards Act. Perks will be fulfilled when this public stock offering has ended. All funds received shall be held only in a non-interest-bearing escrow account or holding account. The Shares of Class C Common Stock are illiquid and should be considered a long-term investment. If The Company Is Unable to Effectively Protect Its Intellectual Property and Trade Secrets, It May Impair The Companys Ability to Compete, The Companys success will depend on its ability to obtain and maintain meaningful intellectual property protection for any Company intellectual property. Derek Detenber, Chief Marketing and Merchandising Officer at Batteries Plus is a franchise industry veteran with decades of consumer marketing experience at world-class brands such as Wendy's and Massage Envy. I mean, think about it. The Shares are being offered pursuant to Regulation A of Section 3(b) of the Securities Act of 1933, as amended, for Tier 2 offerings. The warrants described in the preceding paragraph and the right to purchase securities upon exercise hereof shall terminate upon the earliest of (a) the close of business on the five-year anniversary of qualification of the Company's Regulation A offering or (b) the consummation of a sale, merger or the like of the Company or an initial public offering of the Company. A LEGALLY COMPLIANT TRADING MARKET FOR THE SHARES MAY NEVER BE DEVELOPED. An Investment In The Shares Is Speculative And There Can Be No Assurance Of Any Return On Any Such Investment. Net Loss. The Company has also paid a FINRA 5110 filing fee of $1,625.00. The Company was converted to a Delaware corporation after a Certificate of Conversion and a Certificate of Incorporation were filed with the state of Delaware on or about August 21, 2020. ANNAPOLIS, Md., July 06, 2021 (GLOBE NEWSWIRE) -- Armed Forces Brewing Company, a military tribute craft beer brewing company, today announced a public offering of its stock that provides an opportunity for the general public to invest in the company at an early stage and to help unite beer lovers with an extra passion for their country. Dalmore may engage the services of additional FINRA member broker-dealers as part of a selling group, and those additional broker-dealers may be paid additional fees to those disclosed herein. The Company had $30,881 revenue from January 1, 2018 to December 31, 2019. If such a finding were made, the Company may lose its ability to rely upon exemptions under Regulation A, and, depending on the circumstances, may be required to register the Offering of the Companys Shares with the SEC and under applicable state securities laws or to conduct a rescission offer with respect to the securities sold in the Offering. Operating expenses for the period were comprised of the Company investing in developing their future beer portfolio and marketing strategy, and legal consultation. Our company and mission have been built by an experienced team that combines an award-winning brewmaster, successful veterans of the restaurant and hospitality industry, and military veterans including one of the most. The Company Faces Significant Competition in the United States, Canada and Elsewhere. Armed Forces Brewing plans to sell its beer in Walmart and HEB grocery stores, which are inTexasandIllinois, this year. The Armed Forces Brewing stock price is $10 per share of Class C Non-Voting Common Stock, with a minimum of a $200 investment. Shares are down more than 70% from all-time highs due to the slowdown in sparkling seltzer sales expansion, but the Samuel Adams parent will be more than just fine over the long term. To help makes sure the company is supplying good beer, it has enlisted the help of brewmasterBob RupprechtfromCarroll County. This Offering involves significant risks, and you should consider the Shares highly speculative. Bob will manage Armed Forces Brewings production facility operations. The Bylaws state that the Company shall indemnify any person who is or was a party to any action, lawsuit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, other than an action by, or in the right of, the Company, by reason of the fact that the person is or was an agent, officer, employee, or director of the Company, or is or was serving at the request of the Company as an agent, officer, employee, or director of another corporation, trust, partnership, joint venture, non-profit entity, or other enterprise (including without limitation with respect to employee benefit plans), against liability incurred in connection with the action, lawsuit, or proceeding, including any appeal from the action, lawsuit, or proceeding, if the person acted in good faith and in a manner that the person reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or action, lawsuit, or proceeding, if the person had no reasonable cause to believe that her or his conduct was unlawful. If you pay for your subscription using a credit card, the payment will be processed by Circle, Dwolla or Sila or another entity affiliated or not affiliated with those companies. He avoids Northern Ireland and Matt Hancock's leaked WhatsApps at first, instead choosing to challenge the prime minister on the cost . There can be no assurance that actual results will not differ from those estimates. Bob is presently the Maintenance Manager for Lallemand/American Yeast based in Baltimore, Maryland, a position he has held since 2017. Lets take a look at some of the key factors that will impact their success or failure. Is for validation purposes and should be considered a long-term investment Company investing in developing their future portfolio! Discretion in the Shares offered by the Company will generate significant is armed forces brewing company, a good investment or profits of our about... 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