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FREQUENTLY ASKED QUESTIONS

Have a question about the offering, the future of HYLETE, or just need more information? Please use the forum below to post questions or comments. Please Note: All entries will be moderated so they may not post right away.

Do I need to be an accredited investor to invest in these offerings?

No. Both accredited and non-accredited investors can participate in both the equity and bond offerings. Non-accredited investors are limited to investing 10% of their income or net worth per year.

An accredited investor is one who demonstrated an annual income of $200,000 or $300,000 for joint income, for the last two years with the expectation of earning the same or higher income. A person is also considered an accredited investor if he or she has a net worth exceeding $1 million, either individually or jointly with a spouse. The SEC also considers a person to be an accredited investor if he or she is a general partner, executive officer, director or a related combination thereof for the issuer of unregistered securities.

A non-accredited investor is one who does not meet the net worth or income requirements mentioned above. He or she has a net worth of less than $1 million (including spouse) and who earned less than $200,000 annually ($300,000 with spouse) in the last two years. A non-accredited investor may invest no more than 10% of the greater of the investor’s net worth or annual income.

Can I invest if I am living outside of the United States?

Absolutely. There is a separate process for international investors, as our current platform is set up to only accept investments from American citizens.

To invest in HYLETE from outside of the United States, email investor.relations@hylete.com using the name and email address you would like to be used for your investor account. We will then send over a Docusign agreement containing the subscription agreement, instructions for wiring your funds, and the offering circular. When you complete and sign the agreement, you can send the Docusign to investor.relations@hylete.com, along with a copy of your passport for identity verification, and proof of your address. Proof of address can be in the form of a utility or lease statement, bank statement, or something of the like.

When will I receive a notification that my investment has been approved?

After you complete the investment workflow via the WealthForge platform, it takes 3-5 business days, on average, for your funds to process and your investment to be approved. After your investment has been approved by WealthForge and sent back to HYLETE to countersign your subscription agreement, you will receive an email from HYLETE informing you that your funds have been distributed and your Investor Account on HYLETE.com has been activated and/or upgraded, depending if you were already an investor in HYLETE.

If you have any questions regarding your investment, feel it may be taking too long or would like to know where your funds are at in the investment process, you can email investor.relations@hylete.com, or ask your question in the Q&A below.

Can invest through my IRA?

Yes! If you choose to invest through your IRA, the names on all of the investment paperwork must reflect that. As such, most IRA providers will title something along the lines of “XYZ IRA fbo (investor name)”. All documents must be titled appropriately for the investment to be approved. Please consult your IRA custodian on how to properly title your subscription documents.

When completing the investment workflow, you will choose ‘wire’ instead of ‘ACH’ when you get to the payment type page. The wire instructions will be included in the DocuSign sent over immediately after you complete the investment workflow. You can then wire in your funds from your IRA.

What is Regulation A+?

Regulation A+ of Title IV of the JOBS Act was enacted in 2015, and is a type of offering which allows private companies to raise up to $50 million from the public. Like an IPO (Initial Public Offering), Regulation A+ (Reg A+) allows companies to offer shares to the general public, and not just accredited investors. The improved Reg A+ fixes the provisions of Reg A. First, by raising the maximum ceiling from $5 million to $50 million and secondly, eliminating the state compliance requirement.

By pursuing a Reg A+ offering, we are inviting our community members to share in our success.

What is Title IV of the JOBS Act?

Title IV of the JOBS Act allows startups and late-stage pre-IPO companies to use equity crowdfunding platforms to raise as much as $50 million from both accredited and non-accredited investors.

Broken up into two tiers, Tier 1 allows you to raise up to $20 million while Tier 2 allows you to raise up to $50 million. In Tier 1, anyone can invest worldwide, the company can publicly advertise, financials are required, there is no limit on investment amount, and Blue Sky laws in each US state that investors live in must be satisfied. In Tier 2, anyone can invest worldwide, the company can publicly advertise, there is no state registration required, audited financials are required, and non-accredited investors are limited to 10% of income or net worth per year.

HYLETE is participating in Tier 2.

How do Bonds in HYLETE work?

A bond, also known as a fixed-income security, is a debt instrument created for the purpose of raising capital. They are essentially loan agreements between the bond issuer (in this case, HYLETE) and an investor, in which the bond issuer is obligated to pay a specified amount of money at specified future dates.

In the case of the HYLETE bonds, we are obligated to pay each investor 1% per month on the total bond amount, and then also pay the original total bond amount back to the investor at the bonds’ maturity date of 36 months/3years.

What is general solicitation?

General solicitation is public fundraising. General solicitation allows companies to tell the general public they are raising money. On September 23, 2013, the U.S. passed Title II of the JOBS Act that allows startups to raise money publicly.

What are the risks involved with my investment?

Investing in early-stage companies involves risk. You should not invest any funds in either the equity or bond offerings unless you can afford to lose your entire investment. In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document. The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offerings, nor does it pass upon the accuracy or completeness of any offering document or literature. These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.

How do I accept my shares in the Equity Offering?

After you complete all of the necessary steps to invest in HYLETE, you will receive an email from Carta, our SEC-registered Transfer Agent. When you receive your email, you will be prompted to accept your shares.

How can I transfer shares I have purchased?

Once you have purchased your shares and funds have been distributed, you can transfer shares to others. Through our SEC-registered transfer agent, Carta, you can transfer your shares. While you cannot purchase shares for someone else, Carta makes it easy to transfer those shares to the person(s) of your choosing.

To transfer your shares, please send us the name, email, and residential address of the person you wish to transfer the shares to, as well as the number of shares you are transferring. We will then send over a Stock Power and Assignment Separate from Stock Certificate via DocuSign. After it is executed, we can authorize the transfer through Carta.

For any questions regarding share transfers, please reach out to investor.relations@hylete.com

Can I sell my shares?

HYLETE is currently a privately held company and our shares are not traded on a public stock exchange. As a result, your shares cannot be easily traded or sold. At some point in the future, we may decide to list these shares on a national exchange or other secondary market, but until then you should plan to hold your investment for an indeterminate period of time.
Subject to certain limitations, your shares may be eligible for resale in a private transaction.  This varies depending on the type of offering under which the shares were sold.
  • Regulation Crowdfunding (or “Reg CF”) shares have a one year period before becoming unrestricted and are able to be freely sold, unless sold to an accredited investor or family member.
  •  Regulation A+ shares are unrestricted and may be freely sold in a private transaction immediately after purchase.
  • Regulation D rule 506(b) or 506(c) shares can be sold privately under Section 4(a)(1) of the Securities Act, typically after being held for at least 12 months.
If you would like to sell under one of the private transactions listed above, you will be asked to provide certain information to our transfer agent, including the buyer’s name and email, as well as a signed document recording the transfer.
Selling all of your shares in HYLETE will result in the loss of your exclusive investor account on HYLETE.com.
Please send an email to investor.relations@hylete.com for more information.

What is HYLETE’s mission?

HYLETE’s mission is to become a community driven billion-dollar fitness lifestyle solution, and to forge a fitness lifestyle ecosystem founded upon the needs and desires of our HYLETE nation community. Our vision is to be the next generation athletic brand that is community built, backed, and driven.

What is HYLETE’s “why”?

We believe that we will be the next generation of athletic brands that leverages community and new paradigms to create a loyal following. We intend to be the first brand that is built, backed, and driven by our community. We believe we can engage a community of 1 million+ members who, despite various backgrounds, ages, and economic levels, all share a desire to live a fitness lifestyle in the easiest, least expensive manner without sacrificing performance or integrity.

This ecosystem that is tied to the direct desires and benefit of the community will drive a loyalty that we hope makes HYLETE the reference brand in which people cite in the future when they speak of “brand loyalty”. As we continue to grow, we will be able to drive value back to the community in ways that no brand before us has ever envisioned. We have a long way to go to make this a reality, but we have the right foundation, vision, and investors to get there.

What makes HYLETE a community-driven brand?

We are a digitally native brand with a community of over 150,000 members and growing. We believe that we will be a next-generation athletic brand that leverages the community to create a loyal following. We intend to be the first fitness brand that is built, backed and driven by our community.

Why is HYLETE a direct to consumer brand?

We are what we are now terming a Direct to Community (D2C) brand that can deliver performance and value to our members. Being a direct to community brand, we take out the middle man (retail stores) to give our community members the best price possible. Our future success will be primarily dependent on our community, and within our community, we truly believe our strongest advocates will be our community members who are also investors.

Will HYLETE investors get priority before extending new product categories to the rest of the HYLETE nation?

Yes. As an investor, you will be seeing new product categories first and have the opportunity to pre-purchase at substantially reduced pricing. We want our investors to get a first look so they can test out our products and give us valuable feedback prior to launching new product categories to the rest of the HYLETE nation.

How do I become a HYLETE athlete/brand ambassador?

We have had quite an overwhelming response with brand ambassador and athlete sponsorship requests. We will be evaluating how we best put a potential program into place.

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Q&A:

THE Q&A SECTION INCLUDES FORWARD-LOOKING STATEMENTS, BASED ON THE COMPANY’S CURRENT EXPECTATIONS AND PROJECTIONS ABOUT FUTURE EVENTS. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN, OR IMPLIED BY, THESE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS ARE IDENTIFIED BY WORDS SUCH AS “BELIEVE,” “EXPECT,” “INTEND,” “PLAN,” “WILL,” “MAY,” “SEEK,” “TARGET,” “ESTIMATE,” “CONTINUE” AND OTHER SIMILAR EXPRESSIONS. IN ADDITION, ANY STATEMENTS THAT REFER TO EXPECTATIONS, PROJECTIONS OR OTHER CHARACTERIZATIONS OF FUTURE EVENTS OR CIRCUMSTANCES ARE FORWARD-LOOKING STATEMENTS. ALTHOUGH THE COMPANY BELIEVES THAT THE EXPECTATIONS REFLECTED IN THE FORWARD-LOOKING STATEMENTS ARE REASONABLE, THE COMPANY CANNOT GUARANTEE FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS. THE COMPANY HAS NO OBLIGATION TO UPDATE OR RELEASE THE RESULTS OF ANY REVISIONS TO THESE FORWARD-LOOKING STATEMENTS TO REFLECT ANY FUTURE EVENTS OR CIRCUMSTANCES.

Legal Disclaimer

An investment in early-stage companies such as HYLETE involves significant risks, including the loss of the entire investment. These investments are illiquid. There is no currently established market for reselling any of these securities. If you decide that you want to resell these securities in the future, you may not be able to find a buyer. You should assume that you may not be able to liquidate your investment for some time or be able to pledge the Class B Common Stock as collateral. The U.S. Securities and Exchange Commission ("SEC") does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature. These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.

We operate in a highly competitive market and the size and resources of some of our competitors may allow them to compete more effectively than we can. In addition to competing with other direct-to-consumer apparel companies, we face competition from a range of retailers, many of which have greater financial resources than we do. Competition may result in pricing pressure, reduced profit margins or a reduction in market share, any of which could substantially harm our business and results of operations.

Before deciding to invest in our offerings, prospective investors should read the respective offering circular and pay particular attention to the risk factors contained in that offering circular. In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. Each prospective investor should consult their own attorney, business adviser and tax adviser as to legal, business, tax and related matters concerning the information contained herein. Certain information contained on this website constitutes “forward—looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “target,” “project,” “estimate,” “intend,” “continue” or “believe,” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results may differ materially from those reflected or contemplated in such forward-looking statements. Certain information contained on this website is based on or derived from information provided by independent third-party sources. HYLETE believes that such information is accurate and that the sources from which it has been obtained are reliable. HYLETE cannot guarantee the accuracy of such information, however, and has not independently verified the assumptions on which such information is based. Past performance is not indicative of future results.Securities offered through WealthForge Securities LLC, Member FINRA/SIPC.

OFFERING STATEMENTS REGARDING THE EQUITY AND DEBT OFFERINGS HAVE BEEN FILED WITH THE SEC. THE SEC HAS QUALIFIED THE OFFERING STATEMENTS, WHICH ONLY MEANS THAT THE COMPANY MAY MAKE SALES OF THE SECURITIES DESCRIBED BY THE OFFERING STATEMENTS. IT DOES NOT MEAN THAT THE SEC HAS APPROVED, PASSED UPON THE MERITS OR PASSED UPON THE ACCURACY OR COMPLETENESS OF THE INFORMATION IN THE OFFERING STATEMENTS.

THE OFFERING CIRCULAR THAT IS PART OF THE EQUITY OFFERING STATEMENT IS AT:

HYLETE.com/equity_offering.

THE OFFERING CIRCULAR THAT IS PART OF THE BOND OFFERING STATEMENT IS AT:

HYLETE.com/bond_offering.

YOU SHOULD READ THE OFFERING CIRCULAR FOR THE EQUITY OFFERING AND/OR THE BOND OFFERING BEFORE MAKING ANY INVESTMENT.