*Maximum Number of Shares Offered subject to adjustment for bonus shares. See Bonus info below.
Voting Rights of Securities Sold in this Offering
Voting Proxy. Each Subscriber shall appoint the Chief Executive Officer of the Company (the “CEO”), or his or her successor, as the Subscriber’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to, consistent with this instrument and on behalf of the Subscriber, (i) vote all Securities, (ii) give and receive notices and communications, (iii) execute any instrument or document that the CEO determines is necessary or appropriate in the exercise of its authority under this instrument, and (iv) take all actions necessary or appropriate in the judgment of the CEO for the accomplishment of the foregoing. The proxy and power granted by the Subscriber pursuant to this Section are coupled with an interest. Such proxy and power will be irrevocable. The proxy and power, so long as the Subscriber is an individual, will survive the death, incompetency and disability of the Subscriber and, so long as the Subscriber is an entity, will survive the merger or reorganization of the Subscriber or any other entity holding the Securities. However, the Proxy will terminate upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933 covering the offer and sale of Common Stock or the effectiveness of a registration statement under the Securities Exchange Act of 1934 covering the Common Stock.
Investment Incentives and Bonuses*
Time-Based Perks
Friends and Family
Invest within the first week and receive 20% bonus shares.
Super Early Bird
Invest within the first two weeks and receive 15% bonus shares.
Early Bird Bonus
Invest within the first month and receive 10% bonus shares.
Volume-Based Perks
**See the 'referral fee rules’ below for referral process information.
Tier 1 | $101+
Free Shift Therapist training for any 1 person ($2,500 value), Free OnePerfect Shift iOS or Android app subscription for a year for any 1 person ($156 value), and a 4% referral fee on introductions.
Tier 2 | $1,000+
Free Shift Therapist training for any 2 people ($5000 value), Free OnePerfect Shift iOS or Android app subscription for a year for any 2 people ($312 value), and a 5% referral fee on introductions.
Tier 3 | $2,500+
Free Shift Therapist training for any 3 people ($7,500 value), Free OnePerfect Shift iOS or Android app subscription for a year for any 3 people ($468 value), and a 5% referral fee on introductions.
Tier 4 | $5,000+
5% bonus shares, Free Shift Therapist training for any 4 people ($10,000 value), Free OnePerfect Shift app subscription for a year for any 4 people ($622 value), and a 7% referral fee on introductions.
Tier 5 | $20,000+
10% bonus shares, Free Shift Therapist training for any 10 people ($25,000 value), Free OnePerfect Shift app subscription for a year for any 10 people ($1558+ value), 8% referral fee on introductions, and meet Dr. Sean on a private Zoom.
Tier 6 | $25,000+
15% bonus shares, Free Shift Therapist training for any 14 people ($35,000 value), Free OnePerfect Shift app subscription for a year for any 14 people ($2177+ value), 9% referral fee on introductions, and meet Dr. Sean on a private Zoom.
Tier 7 | $50,000+
20% bonus shares, Free Shift Therapist training for any 20 people ($50,000 value), Free OnePerfect Shift app subscription for a year for any 30 people ($4665+ value), 10% referral fee on introductions, and meet Dr. Sean on a private Zoom.
*In order to receive perks from an investment, one must submit a single investment in the same offering that meets the minimum perk requirement. Bonus shares from perks will not be granted if an investor submits multiple investments that, when combined, meet the perk requirement. All perks occur when the offering is completed.
**Referral fee rules:
If you introduce Shifts to a college or university, or to your employer or another organization, and that organization subsequently subscribes their community to a “Shift” group subscription within 6 months, you'll receive a percentage of the subscription fees they paid — up to $150,000 per referral. The referrer of record will be awarded on a first to-invest & complete a Commission Agreement basis.
Become eligible for the referral bonus by taking the following steps.
1. Complete your investment. You'll be emailed a OnePerfect Shift Commission Agreement from OnePerfect directly after your investment is confirmed.
2. Complete the Agreement, including identifying up to ten (10) organization(s) you'd like to refer and your contact at that organization, (e.g. a college, university, high school, employer, non-profit, government organization, etc.) and return the Commission Agreement to help@oneperfect.com.
3. We'll respond by confirming that you are the first referrer of record for each organization that you were first to claim, and we'll provide you with a link to an email template for making an official email introduction to your contact(s).
4. After we receive your introduction email, we'll follow up with your contact to close the sale and we'll pay your Commission Agreement fee within 30 days after each of your referral(s) pays for a subscription if they subscribe within 6 months of your initial referral date.
It is possible for a OnePerfect investor to be paid millions of dollars by referring organizations that subscribe to “Shift.”
Complete your investment and be the first to claim your alma mater (college, university, high school district, etc.), your current or past employer, or any other organization where you know a contact who you believe will respond to an email referral from you.
The 10% StartEngine Owners' Bonus
One Perfect, Inc. will offer 10% additional bonus shares for all investments that are committed by investors that are eligible for the StartEngine Crowdfunding Inc. OWNer's bonus.
This means eligible StartEngine shareholders will receive a 10% bonus for any shares they purchase in this offering. For example, if you buy 100 shares of Common Stock at $1.78 / share, you will receive 110 shares of Common Stock, meaning you'll own 110 shares for $178. Fractional shares will not be distributed and share bonuses will be determined by rounding down to the nearest whole share.
This 10% Bonus is only valid during the investor's eligibility period. Investors eligible for this bonus will also have priority if they are on a waitlist to invest and the company surpasses its maximum funding goal. They will have the first opportunity to invest should room in the offering become available if prior investments are canceled or fail.
Investors will receive the highest single bonus they are eligible for among the bonuses based on the amount invested and time of offering elapsed (if any). Eligible investors will also receive the Owner’s Bonus in addition to the aforementioned bonus.
