Vital Card, Inc. — Offering Memorandum: Part II of Offering Document (Exhibit A to Form C)

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Full text

Offering Memorandum: Part II of Offering Document (Exhibit A to Form
C)

Vital Card, Inc.
214 W 29th St 16th Floor
New York , NY 10001
www.vitalcard.com

Up to $1,069,999.02 in Common Stock at $1.03
Minimum Target Amount: $9,999.24

A crowdfunding investment involves risk. You should not invest any funds in this
offering 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 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.
Company:

Company: Vital Card, Inc.

Address: 214 W 29th St 16th Floor , New York , NY 10001
State of Incorporation: DE

Date Incorporated: March 22, 2017

Terms:
Equity

Offering Minimum: $9,999.24 | 9,708 shares of Common Stock
Offering Maximum: $1,069,999.02 | 1,038,834 shares of Common Stock
Type of Security Offered: Common Stock

Purchase Price of Security Offered: $1.03

Minimum Investment Amount (per investor): $499.55

COVID Relief

This offering is being conducted on an expedited basis due to circumstances relating
to COVID-19 and pursuant to the SEC’s temporary regulatory COVID-19 relief set out
in Regulation Crowdfunding §227.201(z).

Expedited closing sooner than 21 days

In reliance on Regulation Crowdfunding §227.303(g)(2) A funding portal that is an
intermediary in a transaction involving the offer or sale of securities initiated between
May 4, 2020, and February 28, 2021, in reliance on section 4(a)(6) of the Securities Act
(15 U.S.C. 77d(a)(6)) by an issuer that is conducting an offering on an expedited basis
due to circumstances relating to COVID-19 shall not be required to comply with the
requirement in paragraph (e)(3)(i) of this section that a funding portal shall not direct
transmission of funds earlier than 21 days after the date on which the intermediary
makes publicly available on its platform the information required to be provided by
the issuer under §§227.201 and 227.203(a).

*Maximum Number of Shares Offered subject to adjustment for bonus shares. See
Bonus info below.

Company Perks*
Founding Investor

The first 500 investors to invest $500 or more will receive an exclusive Cobalt Blue
Founders Edition VITAL Card!

Early Bird
First 7 days - Friends and Family | 20% bonus shares

Next 7 Days - Super Early Bird | 15% bonus shares

Next 7 days - Early Bird | 10% bonus

Next 7 days - Early Adopters | 5% bonus shares

Volume

$500 | VITAL Card Tee-Shirt

$1,000 (Tier 2 perk) | 10% bonus to pre-launch referral score +VITAL Card Power Bank
$2,500 (Tier 3 perk) | 15% bonus to pre-launch referral score + VITAL Card Hoodie

$5,000 (Tier 4 perk) | 20% bonus to pre-launch referral score + VITAL Card Hydro
Flask

$10,000 (Tier 5 perk) | 25% bonus to pre-launch referral score + Community Outreach
Advisory Board Seat

$50,000 (Tier 6 perk) | 50% bonus to pre-launch referral score + Advisory Board
Membership

*All perks occur when the offering is completed.
The 10% StartEngine Owners’ Bonus

Vital Card, 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
$1.03/ share, you will receive 110 common stocks, meaning you'll own 110 shares for
$103. 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 investors 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 only receive a single bonus, which will be the highest bonus rate they
are eligible for.

The Company and its Business

Company Overview
VITAL Card is a new innovative millennial and gen z focused credit card - that utilizes
gamification around sharing and spending responsibly. It's the world's first social
credit card that pays users to share it. Use the card, share it with friends and get paid
forever. VITAL is the future of the credit card industry, leveraging social gamification
and mobile. 75 million* millennials in the U.S. are the most digitally connected group.
Yet, no credit card issuing program has leveraged the power of “Social & Mobile." It is
time that happened... The concept of sharing your car or house to earn extra money in
the gig economy is an established part of millennial and gen z culture**. Now you can
get paid to share your credit card provider as well.

Your VITAL Score is a factor that determines how much cash you may receive each
month. When you sign up a friend you get 4 points towards your referral score, when
they sign up a friend you get 2 points and when they sign up someone up you get 1
point for each new member. 1% of all VITAL Card transactions (whether they were
referred by another member or not) go into the Cash Rewards Pool. At the end of each
month VITAL pays out the Cash Rewards Pool based on each member's referral score.
The higher your score, potentially the bigger your check! You may get a check every
month - forever. You also receive an additional 1% cash back on what you spend. In
order for your referrals to qualify towards your total referral score, each account must
be active and in good standing. Active means they spend as little as $1 per month. The
more members you refer, the more payoutyou are eligible for.

By outsourcing marketing to the crowd VITAL Card is able to pay members cash
forever for each person they sign up. Plus members can compete monthly to earn an
additional 5%, 2% or 1% cash back on all purchases.

The Company was originally formed as Bloom Financial Services, but changed its
name to VITAL Card. The Company generates revenue through credit card transaction
fees.

*http://go.medallia.com/rs/669-VLQ-27 6/images/Medallia-Millennials-Your-Most-
Powerful-Brand.pdf

*https://www.mckinsey.com/industries/retail/our-insights/cracking-the-code-on-
millennial-consumers

**https ://www2.deloitte.com/us/en/insights/focus/technology-and-the-future-of-
work/millennials-in-the-gig-economy.html

**https://www.techrepublic.com/article/growth-of-the-gig-economy-46-of-gen-z-
workers-are-freelancers/

Competitors and Industry

The major competition in the overall credit card space includes Chase, American
Express, Captial One, Citi, Bank of America, PETAL Card. However, recently there
have been some new entrants into the market, including BREX, Apple Pay/Card,
Venmo, Paypal, among others that have been better at targeting a younger customer
base, especially millenials and Gen-Z.

A handful of major banks in the country control over 80% of the card-issuing market.
With a high barrier to entry and high customer acquisition cost, there has been a lack
of innovative startups in the space.

Current Stage and Roadmap

We rolled out our pre-launch site to help validate the concept (and with spending very
little on marketing) we’ve generated 150K+ waitlist signups and growing. We then
spent 2019 locking up our bank partner and putting the key pieces in place to bring
VITAL to market.

The company does not yet currently have an active credit card in the market, people
can sign up for the waitlist, but they cannot yet avail of any perks or rewards until the
card has been implemented and is live. We are currently focused on raising capital in
this round to be able to bring our product to market.

The Team
Officers and Directors

Name: Chris Bridges
Chris Bridges's current primary role is with the Issuer.
Positions and offices currently held with the issuer:

© Position: CEO
Dates of Service: March 22, 2017 - Present
Responsibilities: Business strategy, raising capital, general operations,
managing team, contract negotiations, and partnerships. Chris currently
receives no compensation for this role.

Name: Adam Spencer

Adam Spencer 's current primary role is with Elev8 Advisors Group. Adam Spencer
currently services 10+ hours per week in their role with the Issuer.

Positions and offices currently held with the issuer:

e Position: COO
Dates of Service: July 01, 2019 - Present
Responsibilities: Financial Backend Operations, managing day to day operations
at the company. Adam currently receives no compensation for this role.

Other business experience in the past three years:
e Employer: Elev8 Advisors Group
Title: Managing Partner
Dates of Service: March 01, 2018 - Present
Responsibilities: Managing all business and strategy operations at the company.

Other business experience in the past three years:

e Employer: Aurora Solutions
Title: COO
Dates of Service: December 01, 2017 - July 01, 2019
Responsibilities: Managing all of the company's operations.

Name: Vincent Bradley

Vincent Bradley ‘s current primary role is with Proper Wild. Vincent Bradley currently
services 10+ hours per week in their role with the Issuer.

Positions and offices currently held with the issuer:

e Position: Board of Directors
Dates of Service: March 22, 2017 - Present
Responsibilities: Serve on the Board. Vincent currently receives no cash
compensation for this role.

e Position: Co-Founder
Dates of Service: March 22, 2017 - Present
Responsibilities: Startup Operations. Vincent receives no cash compensation for
this role.

Other business experience in the past three years:

e Employer: Proper Wild
Title: CEO
Dates of Service: January 01, 2018 - Present
Responsibilities: Managing all corporate decisions and operations.

Other business experience in the past three years:

e Employer: Sutter Securities Group
Title: CEO
Dates of Service: January 01, 2013 - December 31, 2017
Responsibilities: Managing all business functions and operations.

Name: Joseph Cohen
Joseph Cohen 's current primary role is with the Issuer.
Positions and offices currently held with the issuer:

e Position: CTO
Dates of Service: July 01, 2020 - Present
Responsibilities: Joseph currently oversees all technical and engineering aspects
of the Company. Joseph currently receives no compensation for this role.

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.

These are the risks that relate to the Company:

Uncertain Risk

An investment in the Company (also referred to as “we”, “us”, “our”, or “Company”)
involves a high degree of risk and should only be considered by those who can afford
the loss of their entire investment. Furthermore, the purchase of any of the Common
Stock should only be undertaken by persons whose financial resources are sufficient to
enable them to indefinitely retain an illiquid investment. Each investor in the
Company should consider all of the information provided to such potential investor
regarding the Company as well as the following risk factors, in addition to the other
information listed in the Company’s Form C. The following risk factors are not
intended, and shall not be deemed to be, a complete description of the commercial
and other risks inherent in the investment in the Company.

Our business projections are only projections

There can be no assurance that the Company will meet our projections. There can be
no assurance that the Company will be able to find sufficient demand for our product,
that people think it’s a better option than a competing product, or that we will able to
provide the service at a level that allows the Company to make a profit and still attract
business.

Any valuation at this stage is difficult to assess

The valuation for the offering was established by the Company. Unlike listed
companies that are valued publicly through market-driven stock prices, the valuation
of private companies, especially startups, is difficult to assess and you may risk
overpaying for your investment.
The transferability of the Securities you are buying is limited

Any Common Stock purchased through this crowdfunding campaign is subject to SEC
limitations of transfer. This means that the stock/note that you purchase cannot be
resold for a period of one year. The exception to this rule is if you are transferring the
stock back to the Company, to an “accredited investor,” as part of an offering
registered with the Commission, to a member of your family, trust created for the
benefit of your family, or in connection with your death or divorce.

Your investment could be illiquid for a long time

You should be prepared to hold this investment for several years or longer. For the 12
months following your investment there will be restrictions on how you can resell the
securities you receive. More importantly, there is no established market for these
securities and there may never be one. As a result, if you decide to sell these securities
in the future, you may not be able to find a buyer. The Company may be acquired by
an existing player in the industry. However, that may never happen or it may happen
at a price that results in you losing money on this investment.

If the Company cannot raise sufficient funds it will not succeed

The Company, is offering Common Stock in the amount of up to $1,070,000 in this
offering, and may close on any investments that are made. Even if the maximum
amount is raised, the Company is likely to need additional funds in the future in order
to grow, and if it cannot raise those funds for whatever reason, including reasons
relating to the Company itself or the broader economy, it may not survive. If the
Company manages to raise only the minimum amount of funds, sought, it will have to
find other sources of funding for some of the plans outlined in “Use of Proceeds.”

We may not have enough capital as needed and may be required to raise more capital.
We anticipate needing access to credit in order to support our working capital
requirements as we grow. Although interest rates are low, it is still a difficult
environment for obtaining credit on favorable terms. If we cannot obtain credit when
we need it, we could be forced to raise additional equity capital, modify our growth
plans, or take some other action. Issuing more equity may require bringing on
additional investors. Securing these additional investors could require pricing our
equity below its current price. If so, your investment could lose value as a result of this
additional dilution. In addition, even if the equity is not priced lower, your ownership
percentage would be decreased with the addition of more investors. If we are unable
to find additional investors willing to provide capital, then it is possible that we will
choose to cease our sales activity. In that case, the only asset remaining to generate a
return on your investment could be our intellectual property. Even if we are not forced
to cease our sales activity, the unavailability of credit could result in the Company
performing below expectations, which could adversely impact the value of your
investment.

Terms of subsequent financings may adversely impact your investment

We will likely need to engage in common equity, debt, or preferred stock financings in
the future, which may reduce the value of your investment in the Common Stock.
Interest on debt securities could increase costs and negatively impact operating
results. Preferred stock could be issued in series from time to time with such
designation, rights, preferences, and limitations as needed to raise capital. The terms
of preferred stock could be more advantageous to those investors than to the holders
of Common Stock. In addition, if we need to raise more equity capital from the sale of
Common Stock, institutional or other investors may negotiate terms that are likely to
be more favorable than the terms of your investment, and possibly a lower purchase
price per share.

Management Discretion as to Use of Proceeds

Our success will be substantially dependent upon the discretion and judgment of our
management team with respect to the application and allocation of the proceeds of
this Offering. The use of proceeds described below is an estimate based on our current
business plan. We, however, may find it necessary or advisable to re-allocate portions
of the net proceeds reserved for one category to another, and we will have broad
discretion in doing so.

Projections: Forward Looking Information

Any projections or forward looking statements regarding our anticipated financial or
operational performance are hypothetical and are based on management's best
estimate of the probable results of our operations and will not have been reviewed by
our independent accountants. These projections will be based on assumptions which
management believes are reasonable. Some assumptions invariably will not
materialize due to unanticipated events and circumstances beyond management's
control. Therefore, actual results of operations will vary from such projections, and
such variances may be material. Any projected results cannot be guaranteed.

We may never have an operational product or service

It is possible that there may never be an operational Vital Credit Card or that the
product may never be used to engage in transactions. It is possible that the failure to
release the product is the result of a change in business model upon Company’s
making a determination that the business model, or some other factor, will not be in
the best interest of Company and its stockholders/members/creditors.

Minority Holder; Securities with Voting Rights

The Common Stock that an investor is buying has voting rights attached to them.
However, you will be part of the minority shareholders of the Company and therefore
will have a limited ability to influence management's decisions on how to run the
business. You are trusting in management discretion in making good business
decisions that will grow your investments. Furthermore, in the event of a liquidation
of our company, you will only be paid out if there is any cash remaining after all of the
creditors of our company have been paid out.

You are trusting that management will make the best decision for the company
You are trusting in management discretion. You are buying securities as a minority
holder, and therefore must trust the management of the Company to make good
business decisions that grow your investment.

Insufficient Funds
The company might not sell enough securities in this offering to meet its operating
needs and fulfill its plans, in which case it will cease operating and you will get
nothing. Even if we sell all the common stock we are offering now, the Company will
(possibly) need to raise more funds in the future, and if it can’t get them, we will fail.
Even if we do make a successful offering in the future, the terms of that offering might
result in your investment in the company being worth less, because later investors
might get better terms.

This offering involves “rolling closings,” which may mean that earlier investors may
not have the benefit of information that later investors have.

Once we meet our target amount for this offering, we may request that StartEngine
instruct the escrow agent to disburse offering funds to us. At that point, investors
whose subscription agreements have been accepted will become our investors. All
early-stage companies are subject to a number of risks and uncertainties, and it is not
uncommon for material changes to be made to the offering terms, or to companies’
businesses, plans or prospects, sometimes on short notice. When such changes
happen during the course of an offering, we must file an amended to our Form C with
the SEC, and investors whose subscriptions have not yet been accepted will have the
right to withdraw their subscriptions and get their money back. Investors whose
subscriptions have already been accepted, however, will already be our investors and
will have no such right.

Our new product could fail to achieve the sales projections we expected

Our growth projections are based on an assumption that with an increased advertising
and marketing budget our products will be able to gain traction in the marketplace at
a faster rate than our current products have. It is possible that our new products will
fail to gain market acceptance for any number of reasons. If the new products fail to
achieve significant sales and acceptance in the marketplace, this could materially and
adversely impact the value of your investment.

We face significant market competition

We will compete with larger, established companies who currently have products on
the market and/or various respective product development programs. They may have
much better financial means and marketing/sales and human resources than us. They
may succeed in developing and marketing competing equivalent products earlier than
us, or superior products than those developed by us. There can be no assurance that
competitors will render our technology or products obsolete or that the products
developed by us will be preferred to any existing or newly developed technologies. It
should further be assumed that competition will intensify.

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

Vital Card was formed in 2017. 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 business risks associated with new
enterprises. These include likely fluctuations in operating results as the Company
reacts to developments in its market, managing its growth 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. Vital Card has incurred a
net loss and has had limited revenues generated since inception. There is no assurance
that we will be profitable in the next 3 years or generate sufficient revenues to pay
dividends to the holders of the shares.

We are an early stage company and have limited revenue and operating history

The Company has a short history, few customers, and effectively no revenue. If you
are investing in this company, it’s because you think that Vital Card is a good idea,
that the team will be able to successfully market, and sell the product or service, that
we can price them right and sell them to enough peoples so that the Company will
succeed. Further, we have never turned a profit and there is no assurance that we will
ever be profitable.

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

To be successful, the Company requires capable people to run its day to day
operations. As the Company grows, it will need to attract and hire additional
employees in sales, marketing, design, development, operations, finance, legal,
human resources and other areas. Depending on the economic environment and the
Company’s performance, we may not be able to locate or attract qualified individuals
for such positions when we need them. We may also make hiring mistakes, which can
be costly in terms of resources spent in recruiting, hiring and investing in the
incorrect individual and in the time delay in locating the right employee fit. If we are
unable to attract, hire and retain the right talent or make too many hiring mistakes, it
is likely our business will suffer from not having the right employees in the right
positions at the right time. This would likely adversely impact the value of your
investment.

The Company is vulnerable to hackers and cyber-attacks

As an internet-based business, we may be vulnerable to hackers who may access the
data of our investors and the issuer companies that utilize our platform. Further, any
significant disruption in service on VITAL Card or in its computer systems could
reduce the attractiveness of the platform and result in a loss of investors and
companies interested in using our platform. Further, we rely on a third-party
technology provider to provide some of our back-up technology. Any disruptions of
services or cyber-attacks either on our technology provider or on VITAL Card could
harm our reputation and materially negatively impact our financial condition and
business.
Ownership and Capital Structure; Rights of the Securities

Ownership

The following table sets forth information regarding beneficial ownership of the
company’s holders of 20% or more of any class of voting securities as of the date of
this Offering Statement filing.

Stockholder Name [Number of Securities Owned Type of Security Owned|Percentage|
Christopher Bridges|3,750,000 |Common Stock 38.54

The Company's Securities

The Company has authorized Common Stock, SAFE, SAFE, Convertible Debt, SAFE,
and Convertible Note. As part of the Regulation Crowdfunding raise, the Company will
be offering up to 1,038,834 of Common Stock.

Common Stock

The amount of security authorized is 50,000,000 with a total of 9,731,021 outstanding.
Voting Rights

General Stockholder Voting Rights: 1 vote per share.
Material Rights

The total amount on a fully diluted basis (9,731,021) includes 8,481,021 shares issued,
129,000 shares to be issued pursuant to outstanding stock options and 1,121,000
shares reserved as part of an equity incentive plan.

SAFE

The security will convert into Preferred stock and the terms of the SAFE are outlined
below:

Amount outstanding: $999,980.00

Maturity Date: December 31, 2021

Interest Rate: 0.0%

Discount Rate: 20.0%

Valuation Cap: None

Conversion Trigger: Equity Financing Round

Material Rights
There are no material rights associated with SAFE.
SAFE

The security will convert into Preferred stock and the terms of the SAFE are outlined
below:

Amount outstanding: $1,095,000.00
Maturity Date: December 31, 2021

Interest Rate: %

Discount Rate: 20.0%

Valuation Cap: $7,000,000.00

Conversion Trigger: Equity Financing Event

Material Rights
There are no material rights associated with SAFE.
Convertible Debt

The security will convert into Preferred and the terms of the Convertible Debt are
outlined below:

Amount outstanding: $500,000.00

Maturity Date: December 31, 2021

Interest Rate: 6.0%

Discount Rate: 20.0%

Valuation Cap: None

Conversion Trigger: Equity Financing Event

Material Rights
There are no material rights associated with Convertible Debt.
SAFE
The security will convert into Preferred and the terms of the SAFE are outlined below:

Amount outstanding: $135,000.00

Maturity Date: December 31, 2021

Interest Rate: %

Discount Rate: %

Valuation Cap: None

Conversion Trigger: Equity Financing Revent

Material Rights
There are no material rights associated with SAFE.
Convertible Note

The security will convert into Preferred and the terms of the Convertible Note are
outlined below:

Amount outstanding: $250,000.00
Maturity Date: December 31, 2021

Interest Rate: 6.0%

Discount Rate: 30.0%

Valuation Cap: $40,000,000.00

Conversion Trigger: Equity Financing Event

Material Rights

There are no material rights associated with Convertible Note.
What it means to be a minority holder

As a minority holder of Common Stock of the company, you will have limited rights in
regards to the corporate actions of the company, including additional issuances of
securities, company repurchases of securities, a sale of the company or its significant
assets, or company transactions with related parties. Further, investors in this offering
may have rights less than those of other investors, and will have limited influence on
the corporate actions of the company.

Dilution

Investors should understand the potential for dilution. The investor’s stake in a
company could be diluted due to the company issuing additional shares. In other
words, when the company issues more shares, the percentage of the company that you
own will go down, even though the value of the company may go up. You will own a
smaller piece of a larger company. This increase in number of shares outstanding
could result from a stock offering (such as an initial public offering, another
crowdfunding round, a venture capital round, angel investment), employees
exercising stock options, or by conversion of certain instruments (e.g. convertible
bonds, preferred shares or warrants) into stock. If the company decides to issue more
shares, an investor could experience value dilution, with each share being worth less
than before, and control dilution, with the total percentage an investor owns being
less than before. There may also be earnings dilution, with a reduction in the amount
earned per share (though this typically occurs only if the company offers dividends,
and most early stage companies are unlikely to offer dividends, preferring to invest
any earnings into the company).

Transferability of securities

For a year, the securities can only be resold:
e Inan IPO;
e To the company;
e Toan accredited investor; and

e Toa member of the family of the purchaser or the equivalent, to a trust
controlled by the purchaser, to a trust created for the benefit of a member of the
family of the purchaser or the equivalent, or in connection with the death or
divorce of the purchaser or other similar circumstance.

Recent Offerings of Securities

We have made the following issuances of securities within the last three years:

e Type of security sold: SAFE
Final amount sold: $1,000,000.00
Use of proceeds: Company operations, legal, consulting, pre-launch campaign
Date: June 07, 2017
Offering exemption relied upon: 506(b)

e Type of security sold: SAFE
Final amount sold: $999,980.00
Use of proceeds: OPEX, Legal, consulting, general operations
Date: January 18, 2018
Offering exemption relied upon: 506(b)

e Type of security sold: SAFE
Final amount sold: $95,000.00
Use of proceeds: Operating expenses
Date: January 04, 2019
Offering exemption relied upon: 506(b)

e Name: Common Stock
Type of security sold: Equity
Final amount sold: $20,966.10
Number of Securities Sold: 24,666
Use of proceeds: Operations
Date: July 07, 2020
Offering exemption relied upon: 506(b)

e Name: Common Stock
Type of security sold: Equity
Final amount sold: $65,176.63
Number of Securities Sold: 76,355
Use of proceeds: Operations
Date: January 01, 2018
Offering exemption relied upon: 506(b)

e Type of security sold: Convertible Note
Final amount sold: $500,000.00
Use of proceeds: Operations and marketing
Date: May 01, 2019
Offering exemption relied upon: 506(b)

e Type of security sold: SAFE
Final amount sold: $135,000.00
Use of proceeds: Operations and marketing
Date: January 22, 2020
Offering exemption relied upon: 506(b)

e Type of security sold: Convertible Note
Final amount sold: $250,000.00
Use of proceeds: Operations and marketing
Date: February 27, 2020
Offering exemption relied upon: 506(b)

Financial Condition and Results of Operations

Financial Condition

You should read the following discussion and analysis of our financial condition and
results of our operations together with our financial statements and related notes
appearing at the end of this Offering Memorandum. This discussion contains forward-
looking statements reflecting our current expectations that involve risks and
uncertainties. Actual results and the timing of events may differ materially from those
contained in these forward-looking statements due to a number of factors, including
those discussed in the section entitled “Risk Factors” and elsewhere in this Offering

Memorandum.

Results of Operations

How long can the business operate without revenue:

We believe we can operate the business for at least 12-18 months without revenue
generation.

Foreseeable major expenses based on projections:
We believe our major expenses will be marketing and employment.
Future operational challenges:

We see marketing and customer acquisition/adoption as our biggest operational
challenges.

Future challenges related to capital resources:

We believe that our biggest challenge related to capital resources is our ability to
continue to raise capital after this Regulation CF financing round.
Future milestones and events:

Our ability to hit first revenue is our most important milestone in the business; that is
why it is critical for us to have a successful fundraise this year and early next year.

Liquidity and Capital Resources

What capital resources are currently available to the Company? (Cash on hand,
existing lines of credit, shareholder loans, etc...)

The Company is relying on the success of its Regulation CF financing round for short
term cash needs. Based on the sucesss of this round, the Company plans to launch a
Series A financing round in the first half of 2021.

The Company has minimal cash available to it now, but does have the ability to
borrow capital from its officers prior to a successful Reg CF fundraise.

How do the funds of this campaign factor into your financial resources? (Are these
funds critical to your company operations? Or do you have other funds or capital
resources available?)

The success of this campaign is critical for the company to start 2021 strongly and hit
its revenue goals. If the company is not successful in this Regulation CF financing
round, the Company will be forced to find additonal bridge financing elsewhere,
which will slow down the Company's plans of hitting revenue in 2021.

Our burn rate will depend on our ability to raise capital in this Reg CF round. As of
now, the company is not burning any cash until it closes on capital from a Reg CF
round.

Are the funds from this campaign necessary to the viability of the company? (Of the
total funds that your company has, how much of that will be made up of funds raised
from the crowdfunding campaign?)

In the short term, the funds from this campaign are necessary to the viability of the
company. If the company does not hit its goals in this campaign, it will have to find
additional bridge financing prior to raising its Series A.

How long will you be able to operate the company if you raise your minimum? What
expenses is this estimate based on?

If the company raises the minimum, it will not have enough capital to launch its
Series A round.

Our burn rate will depend on our ability to raise capital in this Reg CF round. As of
now, the company is not burning any cash until it closes on capital from a Reg CF
round.

How long will you be able to operate the company if you raise your maximum funding
goal?

If the company raises the maximum, it will have enough capital to sustain expenses
through most of 2021 and it will also allow it to successfully launch a Series A round.

Are there any additional future sources of capital available to your company?
(Required capital contributions, lines of credit, contemplated future capital raises,
etc...)

The Company is planning to launch a Series A financing round in 2021. The timing of
this is based on how successful its Regulation CF round is.

Indebtedness

e Creditor: Chris Bridges
Amount Owed: $77,194.00
Interest Rate: 0.0%
Maturity Date: December 31, 2021

e Creditor: Various holders - SAFEs
Amount Owed: $2,229,980.00
Interest Rate: 0.0%

Maturity Date: December 31, 2021

e Creditor: Various holders - convertible notes
Amount Owed: $750,000.00
Interest Rate: 6.0%
Maturity Date: December 31, 2021

Related Party Transactions

e Name of Entity: Chris Bridges
Relationship to Company: 20%+ Owner
Nature / amount of interest in the transaction: The Company has a receivable
from a founder with $77,194 outstanding as of December 31, 2019.
Material Terms: The outstanding amount of this transaction is $77,194.

Valuation
Pre-Money Valuation: $10,022,951.63
Valuation Details:

The pre-money valuation has been calculated on a fully diluted basis. In making this
calculation, we have assumed:

(i) all preferred stock, if any, is converted to common stock;

(ii) all outstanding options, warrants, and other securities, if any, with a right to
acquire shares are exercised; and

(iii) any shares reserved for issuance under a stock plan, if any, are issued.

The pre-money valuation does not take into account any convertible securities
currently outstanding. The Company currently has $2,229,980 in SAFEs and $750,000
in convertible notes outstanding. Please refer to the Company Securities section of the
Offering Memorandum for further details regarding current outstanding convertible
securities that may affect your ownership in the future.

Valuation Basis

We determined this valuation based on a number of factors, including our prior SAFE
raises, as well as our belief in our operating team, our board of directors, and the
uniqueness of our product. We believe our valuation is closer to $10mm now as we
have made significant progress in the business since our previous SAFE rounds which
had a $7mm cap, this includes growing a 150k potential customer list.

The Company set its valuation internally, without a formal-third party independent
evaluation.

Use of Proceeds

If we raise the Target Offering Amount of $9,999.24 we plan to use these proceeds as
follows:

e StartEngine Platform Fees
3.5%

e Marketing
50.0%
The company will leverage a good portion of its proceeds to ramp up marketing
and customer acquisition in order to launch the credit card with as many
potential customers as possible.

© Company Employment
46.5%
The company will be able to bring on additional part-time and full-time staff if it
hits its funding goals. These staff will include executive, operations, finance, and
marketing hires necessary for it to achieve first revenue in 2021.

If we raise the over allotment amount of $1,069,999.02, we plan to use these proceeds
as follows:

e StartEngine Platform Fees
3.5%

e Marketing
46.5%
The company will leverage a good portion of its proceeds to ramp up marketing
and customer acquisition in order to launch the credit card with as many
potential customers as possible.

e Company Employment
40.0%
The company will be able to bring on additional part-time and full-time staff if it
hits its funding goals. These staff will include executive, operations, finance, and
marketing hires necessary for it to achieve first revenue in 2021.

e Operations
10.0%
As the company hires more full-time and part-time staff, it will also have to
incur various overhead and office-related expenses.

The Company may change the intended use of proceeds if our officers believe it is in
the best interests of the company.

Regulatory Information
Disqualification

No disqualifying event has been recorded in respect to the company or its officers or
directors.

Compliance Failure

The company has not previously failed to comply with the requirements of Regulation
Crowdfunding.

Ongoing Reporting

The Company will file a report electronically with the SEC annually and post the
report on its website no later than April 30 (120 days after Fiscal Year End). Once
posted, the annual report may be found on the Company’s website at
www.vitalcard.com (Website Footer).

The Company must continue to comply with the ongoing reporting requirements
until:

(1) it is required to file reports under Section 13(a) or Section 15(d) of the Exchange
Act;

(2) it has filed at least one (1) annual report pursuant to Regulation Crowdfunding and
has fewer than three hundred (300) holders of record and has total assets that do not
exceed $10,000,000;

(3) it has filed at least three (3) annual reports pursuant to Regulation Crowdfunding;

(4) it or another party repurchases all of the securities issued in reliance on Section
4(a)(6) of the Securities Act, including any payment in full of debt securities or any
complete redemption of redeemable securities; or

(5) it liquidates or dissolves its business in accordance with state law.

Updates

Updates on the status of this Offering may be found at: www.startengine.com/Vvital
Investing Process

See Exhibit E to the Offering Statement of which this Offering Memorandum forms a
part.
EXHIBIT B TO FORM C
FINANCIAL STATEMENTS AND INDEPENDENT ACCOUNTANT'S REVIEW FOR Vital Card, Inc.

[See attached]
VITAL CARD, INC.

Unaudited Financial Statements for the calendar
Years Ended December 31, 2019 and 2018
PV incigoSpire

CPAs & ADVISORS
INDEPENDENT ACCOUNTANT’S REVIEW REPORT

October 21, 2020
To: Board of Directors, VITAL CARD, INC.

Re: 2019-2018 Financial Statement Review

We have reviewed the accompanying financial statements of VITAL CARD, INC. (the “Company”), which
comprise the balance sheet(s) as of December 31, 2019 and 2018, and the related statements of
income, owners’ equity/deficit and cash flows for the calendar year periods thus ended, and the related
notes to the financial statements.

A review includes primarily applying analytical procedures to management's financial data and making
inquiries of company management. A review is substantially limited in scope compared to an audit, the
objective of which is the expression of an opinion regarding the financial statements as a whole.
Accordingly, we do not express such an opinion.

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.

Accountant’s Responsibility

Our responsibility is to conduct the review engagement in accordance with Statements on Standards for
Accounting and Review Services promulgated by the Accounting and Review Services Committee of the
AICPA. Those standards require us to perform procedures to obtain limited assurance as a basis for
reporting whether we are aware of any material modifications that should be made to the financial
statements for them to be in accordance with accounting principles generally accepted in the United
States of America. We believe that the results of our procedures provide a reasonable basis for our
conclusion.
Accountant’s Conclusion

Based on our review, we are not aware of any material modifications that should be made to the
accompanying financial statements in order for them to be in accordance with accounting principles
generally accepted in the United States of America.

Going Concern

As discussed in the Notes and Additional Disclosures, certain conditions indicate there is substantial
doubt as to whether the Company may continue as a going concern. The accompanying financial
statements do not include any adjustments which might be necessary should the Company be unable to
continue as a going concern. Our conclusion is not modified with respect to that matter.

Sincerely,

Nv... CPA Group

IndigoSpire CPA Group, LLC
Aurora, CO
VITAL CARD, INC.
BALANCE SHEET
As of December 31, 2019 and 2018
See Accountant’s Review Report and Notes to the Financial Statements

(Unaudited)
ASSETS 2019 2018
Current Assets
Cash and cash equivalents $ 44,782 $ 174,822
Other current assets 166.157 110,497
Total current assets 210,939 285,319
Total Assets $ 210,939 $ 285,319
LIABILITIES AND OWNERS' EQUITY
Current Liabilities
Credit card payable $ 56.921 $ 13,173
Total Current Liabilities 56,921 13,173
Convertible notes payable 500,000 0
SAFE instruments 2,094,980 2,044,980
Total Liabilities 2,651,901 2,058,153

OWNERS' EQUITY

Common Stock (50,000,000 shares authorized; 8,456,355 and
8,200,000 shares issued and outstanding as of December 31, 2019 and

2018, respectively) 0 0
Retained earnings (2,440,962) (1,772,833)
Total Owners' Equity (2,440,962) (1,772,833)

Total Liabilities and Owners’ Equity $ 210,939 $ 285,319

VITAL CARD, INC.
STATEMENT OF OPERATIONS
For Years Ending December 31, 2019 and 2018
See Accountant’s Review Report and Notes to the Financial Statements

(Unaudited)
2019 2018

Revenues, net $ O S$ 0

Operating expenses
Selling, general and administrative 668,042 1,235,027
Marketing and advertising 110 22,679
Total operating expenses 668,152 1,257,706
Net Operating Income (Loss) (668,152) (1,257,706)
Interest income/(expense) 23 235
Tax provision (benefit) 0 0

Net Income (Loss) $ (668,129) $ (1,257,471)

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VITAL CARD, INC.
STATEMENT OF CASH FLOWS
For Years Ending December 31, 2019 and 2018
See Accountant’s Review Report and Notes to the Financial Statements

(Unaudited)
2019 2018
Operating Activities
Net Income (Loss) $ (668,129) $ (1,257,471)
Adjustments to reconcile net income (loss)
to net cash provided by operations:

Changes in operating asset and liabilities:

(Increase) Decrease in other current assets (55,660) (18,569)

Increase (Decrease) in accounts payable 43,748 13,173
Net cash used in operating activities (680.040) (1,262,867)
Investing Activities

None 0 0
Net cash used in operating activities 0 0
Financing Activities

Proceeds from convertible notes payable issuance 500,000 0

Proceeds from convertible notes payable and SAFE instruments 50,000 1,000,000
Net change in cash from financing activities 550.000 1,000,000
Net change in cash and cash equivalents (130,040) (262,867)
Cash and cash equivalents at beginning of period 174,822 437.689

Cash and cash equivalents at end of period S 44,782 § 174,822

VITAL CARD, INC.
NOTES TO FINANCIAL STATEMENTS
See Accountant’s Review Report
AS OF DECEMBER 31, 2019
(UNAUDITED)

NOTE 1 — NATURE OF OPERATIONS

VITAL CARD, INC. (which may be referred to as the “Company”, “we,” “us,” or “our”) was incorporated
as Bloom Financial Services, Inc. in Delaware on March 22, 2017. The Company markets and develops a
referral model for payment cards.

Since Inception, the Company has relied on securing loans and capital contributions to fund its operations.
As of December 31, 2019, the Company produces negative cash flow from operations and may incur
additional losses prior to generating positive working capital. These matters raise substantial concern about
the Company’s ability to continue as a going concern (see Note 3). During the next twelve months, the
Company intends to fund its operations with funding from a crowdfunding campaign (see Note 9) and the
receipt of funds from revenue producing activities, if and when such can be realized. If the Company cannot
secure additional capital, it may cease operations. These financial statements and related notes thereto do
not include any adjustments that might result from these uncertainties.

NOTE 2—- 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 ("US GAAP"). The accompanying unaudited financial statements do not
include all the information and notes required by GAAP for complete financial statements. In the opinion
of management, all adjustments considered necessary for the fair presentation of the unaudited financial
statements for the years presented have been included.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the
United States requires management to make certain estimates and assumptions that affect the amounts
reported in the financial statements and footnotes thereto. Actual results could materially differ from these
estimates. It is reasonably possible that changes in estimates will occur in the near term.

Significant estimates inherent in the preparation of the accompanying financial statements include valuation
of provision for refunds and chargebacks, equity transactions and contingencies.

Risks and Uncertainties

The Company's business and operations are sensitive to general business and economic conditions in the
United States and other countries that the Company operates in. A host of factors beyond the Company's
control could cause fluctuations in these conditions. Adverse conditions may include recession, downturn
or otherwise, local competition or changes in consumer taste. These adverse conditions could affect the
Company's financial condition and the results of its operations.
Concentration of Credit Risk

The Company maintains its cash with a major financial institution located in the United States of America,
which it believes to be credit worthy. The Federal Deposit Insurance Corporation insures balances up to
$250,000. At times, the Company may maintain balances in excess of the federally insured limits.

Cash and Cash Equivalents

The Company considers short-term, highly liquid investment with original maturities of three months or
less at the time of purchase to be cash equivalents. Cash consists of funds held in the Company’s checking
account. As of December 31, 2019 and 2018, the Company had $44,782 and $174,822 of cash on hand,
respectively.

Fixed Assets

Property and equipment is recorded at cost. Expenditures for renewals and improvements that significantly
add to the productive capacity or extend the useful life of an asset are capitalized. Expenditures for
maintenance and repairs are charged to expense. When equipment is retired or sold, the cost and related
accumulated depreciation are eliminated from the accounts and the resultant gain or loss is reflected in
income.

Depreciation is provided using the straight-line method, based on useful lives of the assets which range
from three to forty years.

The Company reviews the carrying value of property and equipment for impairment whenever events and
circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future
cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected
future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by
which the carrying value exceeds the fair value of assets. The factors considered by management in
performing this assessment include current operating results, trends and prospects, the manner in which the
property is used, and the effects of obsolescence, demand, competition, and other economic factors.

Fair Value Measurements

Generally accepted accounting principles define fair value as the price that would be received to sell an
asset or be paid to transfer a liability in an orderly transaction between market participants at the
measurement date (exit price) and such principles also establish a fair value hierarchy that prioritizes the
inputs used to measure fair value using the following definitions (from highest to lowest priority):

e Level | — Unadjusted quoted prices in active markets that are accessible at the measurement date
for identical, unrestricted assets or liabilities.

e Level 2 — Observable inputs other than quoted prices included within Level | that are observable
for the asset or liability, either directly or indirectly, including quoted prices for similar assets and
liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets
that are not active: or other inputs that are observable or can be corroborated by observable market
data by correlation or other means.

e Level 3 — Prices or valuation techniques requiring inputs that are both significant to the fair value
measurement and unobservable.

Income Taxes

Income taxes are provided for the tax effects of transactions reporting in the financial statements and consist
of taxes currently due plus deferred taxes related primarily to differences between the basis of receivables,
inventory, property and equipment, intangible assets, and accrued expenses for financial and income tax
reporting. The deferred tax assets and liabilities represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be realized. Any deferred tax
items of the Company have been fully valued based on the determination of the Company that the utilization
of any deferred tax assets is uncertain.

The Company complies with FASB ASC 740 for accounting for uncertainty in income taxes recognized in
a company’s financial statements, which prescribes a recognition threshold and measurement process for
financial statement recognition and measurement of a tax position taken or expected to be taken in a tax
return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon
examination by taxing authorities. FASB ASC 740 also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s
evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition
in the Company’s financial statements. The Company believes that its income tax positions would be
sustained on audit and does not anticipate any adjustments that would result in a material change to its
financial position.

Inventory
The Company records inventory at the lower of the cost of the inventory purchased or the ascertainable
market price with adjustments made periodically for obsolescence, shrinkage and loss.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606 when it has satisfied the performance
obligations under an arrangement with the customer reflecting the terms and conditions under which
products or services will be provided, the fee is fixed or determinable, and collection of any related
receivable is probable. ASC Topic 606, “Revenue from Contracts with Customers” establishes principles
for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising
from the entity’s contracts to provide goods or services to customers. Revenues are recognized when control
of the promised goods or services are transferred to a customer, in an amount that reflects the consideration
that the Company expects to receive in exchange for those goods or services. The Company applies the
following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills
its obligations under each of its agreements: 1) identify the contract with a customer; 2) identify the
performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price
to performance obligations in the contract; and 5) recognize revenue as the performance obligation is
satisfied.

The Company earns revenues through the use and referral of its payment card product.

Accounts Receivable

Trade receivables due from customers are uncollateralized customer obligations due under normal trade
terms requiring payment within 30 days from the invoice date. Trade receivables are stated at the amount
billed to the customer. Payments of trade receivables are allocated to the specific invoices identified on the
customer's remittance advice or, if unspecified, are applied to the earliest unpaid invoices.

The Company estimates an allowance for doubtful accounts based upon an evaluation of the current status
of receivables, historical experience, and other factors as necessary. It is reasonably possible that the
Company’s estimate of the allowance for doubtful accounts will change. The Company does not believe
that any of the accounts receivable balance is reasonably uncollectible at this time.

Advertising
The Company expenses advertising costs as they are incurred.
Recent Accounting Pronouncements

In June 2019, FASB amended ASU No. 2019-07, Compensation — Stock Compensation, to expand the
scope of Topic 718, Compensation — Stock Compensation, to include share-based payment transactions for
acquiring goods and services from nonemployees. The new standard for nonpublic entities will be effective
for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after
December 15, 2020, and early application is permitted. We are currently evaluating the effect that the
updated standard will have on the financial statements and related disclosures.

In August 2019, amendments to existing accounting guidance were issued through Accounting Standards
Update 2019-15 to clarify the accounting for implementation costs for cloud computing arrangements. The
amendments specify that existing guidance for capitalizing implementation costs incurred to develop or
obtain internal-use software also applies to implementation costs incurred in a hosting arrangement that is
a service contract. The guidance is effective for fiscal years beginning after December 15, 2020, and interim
periods within fiscal years beginning after December 15, 2021, and early application is permitted. We are
currently evaluating the effect that the updated standard will have on the financial statements and related
disclosures.

The FASB issues ASUs to amend the authoritative literature in ASC. There have been a number of ASUs
to date, including those above, that amend the original text of ASC. Management believes that those issued
to date either (i) provide supplemental guidance, (ii) are technical corrections, (111) are not applicable to us
or (iv) are not expected to have a significant impact our financial statements.

NOTE 3 —- GOING CONCERN

These financial statements are prepared on a going concern basis. The Company began operation in 2017.
The Company’s ability to continue may be dependent upon management’s plan to raise additional funds
and achieve profitable operations. The financial statements do not include any adjustments that might be
necessary if the Company is not able to continue as a going concern.

NOTE 4- INCOME TAX PROVISION

The Company has filed its corporate income tax return for the period ended December 31, 2019 and 2018.
The income tax returns will remain subject to examination by the Internal Revenue Service under the statute
of limitations for a period of three years from the date it is filed. The Company incurred a loss during the
period from Inception through December 31, 2019 and the deferred tax asset from such losses have been
fully valued based on their uncertainty in being used.

NOTE 5— COMMITMENTS AND CONTINGENCIES

The Company is not currently involved with and does not know of any pending or threatening litigation.

NOTE 6- EQUITY

As of December 31, 2019 and 2018, the Company had 8,456,355 and 8,200,000 shares of common stock
outstanding and has authorized 50,000,000 shares.
NOTE 7- SAFE INSTRUMENTS AND CONVERTIBLE NOTES

As of December 31, 2019 and 2018, the Company had issued a balance $2,094,980 and $2,044,980 of
simple agreements for future equity (“SAFE”) instruments. The SAFE instruments convert to equity upon
a qualified financing event with a 20 percent discount rate. All of the SAFE instruments except for
$999,980 have a valuation cap of $7,000,000. Based on commentary from US regulatory authorities, the
Company accounts for the balances of SAFE instruments as a long-term liability.

In May 2019, the Company issued $500,000 of convertible notes payable with a 20 percent discount rate.

As described in Note 10 below, the Company issued additional SAFE instruments and convertible notes
payable in 2020.

NOTE 8 —- RELATED PARTY TRANSACTIONS
The Company has a receivable from a founder with $77,194 outstanding as of December 31, 2019.

As these transactions are between related parties, there is no guarantee that the terms, pricing and conditions
of the transactions are comparable to market rates.

NOTE 9—- SUBSEQUENT EVENTS

Anticipated Crowdfunded Offering

The Company is offering (the “Crowdfunded Offering”) up to $1,070,000 of securities. The Company must
receive commitments from investors totaling the minimum amount by the offering deadline listed in the
Form C, as amended in order to receive any funds.

The Crowdfunded Offering is being made through StartEngine and its FINRA approved Regulation CF
portal. StartEngine is being compensated under customary terms for facilitating the Crowdfunded Offering.

Additional Share Issuances
In July 2020, the Company issued 24,666 shares of common stock.

Issuance of SAFE Instruments
In 2020, the Company issued $135,000 of simple agreement for future equity (“SAFE”). The SAFE
instruments convert directly to stock without any discount or valuation cap.

Issuance of Convertible Notes
In 2020, the Company also issued $250,000 in convertible notes. The notes bear interest at a rate of 6
percent per annum and convert to equity with a $40M valuation cap and a 30 percent discount.

Management's Evaluation

Management has evaluated subsequent events through October 21, 2020, the date the financial statements
were available to be issued. Based on this evaluation, no additional material events were identified which
require adjustment or disclosure in the financial statements.
EXHIBIT C TO FORM C
PROFILE SCREENSHOTS

[See attached]
oto Q | startinesing_ | Get Funding Trade Blog Sign In

Vital Card

Future of Social Credit Cards

$0.00 ...-:0

0 $10m
Investors Valuation
$1.03 $499.55
Price per Share Min. Investment
SOCIAL Common Equity
Shares Offered Offering Type
CREDIT CARD
$1.07M Reg CF
Offering Max Offering

@ Website 9 New York, NY FINANCIAL SERVICES

VITAL Card is a new social credit card that pays users to share and spend

responsibly, giving cardholders cash back (forever!) for each new referral and beset ba ome
for the StartEngine

competing for up to 5% cash back. Owner's 10% Bonus

This Reg CF offering is made available

through StortEngine Capital, LLC

Overview Team Terms Updates Comments © Follow

Reasons to Invest

@ 1In2020, credit card issuing programs generated $103.9 billion in revenue.

@ VITAL Card's pre launch campaign went viral, giving the company over 150,000
new waitlist members and over 1 million views across YouTube, Facebook,
WhatsApp and Telegram.

@ Our partnership with Evolve Bank and Trust and its positioning in the
mainstream consumer credit space has the potential to put our card ahead of
its competitors.

VITAL

OVERVIEW

The world’s first social credit card

The VITAL Card was created by industry leaders who saw the opportunity to
engage the growing buying power of Millennials and Gen Z in the credit card
industry. Millennials and Gen Z care deeply about creation, curation, connection
and community, and traditional credit card issuers struggle to gain traction with
these groups.

VITAL

The Credit Card

that Pays You
To Share

VITAL Card is designed from the ground up to engage the new consumer culture
through social gamification, the ‘gig’ economy and mobile lifestyle. As a company,
we seek to leverage this understanding and our industry experience to create a
new paradigm in credit card issuing and rewards.
THE PROBLEM

Credit card companies struggle to acquire
Millennial and Gen Z users

The Millennial and Gen Z population (ages 18-34) is roughly the same size as the
Baby Boomer population, and a study found nearly two-thirds of young adults
had no major credit card.

~~
9
‘1 ~~
f | ’
Millenials + Gen Z Baby Boomers
Ages 18-34 Ages 51-69
80 80

Millions
Million

70 70
60 , 60
50 5 50
40 = 40
30 ~ 30
20 20
10 10
0 0

MW Own Credit Card MB Population
*Data are rough estimates based on Source 1 and Source 2

Millennials, a population of roughly 75 million in the US, are the largest digitally
connected group (Source), and still, the credit card industry struggles to connect
with Millennials and Generation Z. As Millennials and Gen Z gain buying power,
they want a credit card that embraces their ethos of social sharing and
community.

THE SOLUTION

A new generation of credit card issuing

VITAL card users get paid to spend and share responsibly, with a new kind of
credit card that leverages social gamification, the ‘gig economy (helping
millennials earn extra income) and the essential role smartphones play in the
lives of our core market.

The credit card that pays you to
share and spend responsiblity

Get paid to Massive cash
share back

Our sleek and elegant credit cards have no annual fee, provide users up to 5%
cashback on their spendings and reallocate profits from the credit card industry
to the community.

Compete for 5%, 2% or 1% cash back

Whoever has the most activity points
gets the hightest % back.

$Spent Activity Pro %Back

Liz J. $1153 1150 5%
Joe S. $2719 850 2%
You $392 750 2%
Jamie Y. $2884 700 1%

Doug E. $917 600 1%
*for simple Mustration only, actual results wil differ

THE MARKET

A growing multibillion dollar market

In 2020, credit card issuing programs generated about $103.9 billion in revenue
(Source)

Credit Card Issuing Programs Revenue, 2020

$103.9 Billion

VITAL's Primary Target Market: Millenials + Gen Z

75 Million , }

VITAL's target market is primarily Millennials and Gen Z, which makes up roughly
75 million people in the US. Though VITAL is only in its pre-launch campaign
stage, our current waitlisted members are represented in all 50 states, 63% make
up a market between the ages of 18-34, 60% are women, 66% hold a college
degree, and 58% make an annual income between 40-100k.

Who are VITAL’s members?

50 60%

States Repd. Women
ws tere

WM |
58% 63%

Income Ages
$40-100K 18-34
66%
0
College
Degree

OUR TRACTION

A viral social media campaign and a
partnership with Evolve Bank and Trust

The VITAL Card is currently in the midst of one of the most successful pre-launch
campaigns. We have over 150,000 new waitlisted members and maintain a viral
coefficient of 4.67, which means for every one person that came to our site to
signup, 4.67 people came with them.

VITAL's pre-launch campaign went viral...

150K VITAL has added
125K

100K while maintaining a

75K

50K

25K

12/1 12/21 1/10 1/30 2/19 3/11 3/31 4/20 5/10 5/30 6/19 7/9 7/29 8/18 9/7 9/27 10/17 11/6

Content about our card is exploding, with over 1 million views across YouTube,
Facebook, WhatsApp and Telegram. VITAL has also partnered with Evolve Bank
and Trust, which powers the backend of our business, including access to the
network (VISA). processor. fraud prevention. compliance. underwriting. and much
1 Million

Views

The company does not yet currently have an active credit card in the market,
people can sign up for the waitlist, but they cannot yet avail of any perks or
rewards until the card has been implemented and is live. We are currently
focused on raising capital in this round to be able to bring our product to market.

In the last quarter of 2020, we are focused on full product development and
ramping up our card manufacturing, to prepare for our company’s launch in early
2021. We will be launching the VITAL credit card to the public in the second
quarter of the year, with a major marketing push.

VITAL roadmap—moajor milestones

4 Q4 2020 ==“ Pre-launch campaign
MVP marketing site

/ Finalize bank partnership

@ Qi 2021 / Full product dev mode

/ Ramp card manufacturing

@ Q22021 = “Full product dev mode

Prepare for product launch

Q3 2021 =“ Product launch
/ Big marketing push

WHAT WE DO

Empowering users to start sharing and
start earning!

VITAL uses two different strategies to engage users in a way that no credit card
has before.

The VITAL Credit Card

All this with one card

/ Cash forever for sharing / Competitve APRs
/ Up to 5% cash back / No annual fee

/ Beautiful, elegant metal cards

Complete monthly activities to get to 5%

Get activity points for good credit behavior, social good
spending, life experiences, & common daily purchases.

Pick up the Pay VITAL Credit score Donate to
dinner tab bill on time went up a charity

The first is engagement around responsible spending. The users will get notified
with suggestions on how to improve their credit scores while spending
throughout the month, and then receive 1, 2 or 5% cashback at the end of every
month based on a system of activity points.

How does VITAL’s “credit score” game work?

/ Members link their bank

accounts and other cards

/ Members get notified with
Suggestions on how to

improve their credit scores

based on current spending

/ Members will learn how to
improve their credit score
while also spending more
on their VITAL cards

/ Everyone gets 1% cash
back on all spending

The second strategy is engagement around growing the VITAL community. Your
VITAL score determines how much cash you earn every month and you can
improve your score by referring new users. Users will get notified and rewarded
with 4 points when their friends sign up, 2 points when their friend's fnends sign
up, and 1 point when those friends sign up their friends. Three tiers of sharing
means frequent gratification to pull users back into the VITAL app. In addition, 1%
of all transactions go into a cash reward pool and, at the end of each month,
VITAL pays out based on everyone's score.

How does VITAL referral work?

+2 +]

1% Community Revenue Share

VITAL takes 1% of the total community spend each month and gives it back to the
community in the form of our Referral Game.

Share VITAL Card
VITAL rewards you based on how many friends you sign up (4 pts). You also get
credit for everyone your friends bring in (2 pts) and their friends (1 pv.

Grow Your Referral Score

Your referral score determines how much ccash you get every month. The more
you share the highter your scores gets and the larger piece of the 1% cash back
pie you get.

Earn Referral Rewards

Your referral rewards are depostied straight into your account every month, even
if you have no additional shares that month, the rewards keep coming!

THE BUSINESS MODEL

VITAL social business model can convert
new users efficiently and effectively!

By partnering with Evolve Bank and Trust, VITAL will focus on marketing and
member acquisition, consumer-facing technology and managing the rewards
program.

VITAL retains ownership over the customers and, ultimately, the long-term
underlying value.

VITAL has partnered with Evolve Bank and Trust
———
a —
as

EVOLVE

bank & trust

The majority of VITAL’s revenue will come from interest payments, while the rest
of our revenue will be generated from interchange income and other banking
income. The ~$1.07 million that we are currently raising will be allocated for our
upcoming, marketing, product development and manufacturing, and business
operations.

VITAL vs. The Credit Card Indusry

VITAL CC Industry

Cost Per Lead ~$0.15 >$100
Landing Page Conversion 37.38% 14%
Viral Coefficient 4.67 .01
% Users Referred by User 93.81% <.50%

*Data based on Mixpane! Data Report 20178 https //wwnw ibisworid com

VITAL Revenue Streams

Interest @
Interchange @

Other Banking @

HOW WE ARE DIFFERENT

We just secured a bank deal that we
believe will position us for success

Very few credit startups in the U.S. have secured bank deals comparable to what
VITAL has done. In the last 2 years Brex, a small business credit card, and Petal, an
alternative FICO credit card have been very successful, but VITAL’s positioning in
the mainstream consumer credit space has the potential to be bigger than either
of those.
o FORBES “Brex Has Amassed A Valuation Of $2.6 Billion In Under Two
Years” (Source)
© FORBES “Petal Set To Flourish With $34 Million Funding As US FinTech
Finally Blossoms” (source)

Competition

VITAL Am. Ex. Chase Zero Cap. One
Credit Card J a J F
J

Social Gamification
Unlimited Ref. Reward

Cash Back Rewards

4 Jv J
4 JJt J

No Annual Fee

Yj. 4S
nN

*Doto based on internal research.

Additionally, VITAL is all about giving back and makes it easy for users to donate
all or a portion of their cash rewards to charities of their choosing.

Make a difference,
donate to charity

VITAL makes it easy to

donate cash rewards,

whether its a portion or all

of your monthly earnings.

THE VISION

A major player and positive disruption in
the credit card industry

As VITAL ramps up full product development in preparation for our upcoming
jaunch, we are looking ahead to a bright and prosperous future as positive
disruptors in the credit card industry. We are the first credit card of our kind to
serve and appeal to the massive Millennial and Gen Z market and we believe our
product will bring us success within the mainstream consumer credit space.

As the world’s first social
credit card, we look
forward to being the
positive disruption to
the credit card industry.

VITAL Card's mission is to empower our waitlisted members and future users with
income opportunities earned from community building and responsible
spending. Our goal is to be one of the largest players in the industry, among the
ranks of CapitalOne and Discover, but with a fresh approach that appeals to the
generations that came of age in the digital era, as well as those that follow them.

VITAL Card’s Mission
PY

Empower our members
with income opportunities
earned from community
building and responsible

Ca spending

OUR LEADERSHIP

Top tier industry leaders with a track
record of success

Our founding team consists of a successful tech entrepreneur and senior
executive manager at two of the largest global financial institutions. (JP Morgan
and BBVA)

Our operations team has worked with dozens of venture funded companies and
includes top tier industry leaders in product development, financial services,
investment management and credit card services. In addition, members of our
advisory board include the Founder of Card.com, DSTLD (Winc Wines), 10ak and
Earos.

WHY INVEST

Anew kind of credit card, that we believe
is poised for success and ready to take the
world by storm

Backed by an innovative and results driven team of entrepreneurs, lawyers,
bankers and creative tech individuals, VITAL Card is a credit card company that
puts community first. We have taken a completely new approach to the credit
card industry with a social business model that has already gained traction and
social media attention from Millennials, Gen Z and people of all ages.

Why VITAL, why now?

“75M U.S. Millenials are “ No credit card issuing
digitally connected program has leveraged

the power of “Social &

Mobile”.

Its time that happened.

“ Millenials love to share

their favorite brands

¥ “Gig Economy”-Millenials
need extra income

We believe our partnership with Evolve Bank and Trust has positioned us for
success within the mainstream market, and with this big raise, we will be able to
amp up product development and reach our target market with continued virality!

| joined VITAL because | like the fact that

| was looking for a VITAL is about the
credit card that would people. | would want
help me as much as | to use this card more
helped them. due to the idea the

company stands for

something.

Lelia (joined Jan 4) Joy (joined Jan 6)

*These twestimoniak may not be representative of the experience of other waitlist members and are not a guarantee of future

performance or success.
Our Company
wena Past Event #4 Launched on Future Event #1 Past Event #1
Share details about an StartEngine Share details about an Share details about an
Information about the important milestone in imporant milestone in important milestone in
context of your your company’s Now YOU can own a your company’s your company’s
company’s inception history. part of our company! FUTURE, history,
Month Year Month Year Month Year Month Year Month Year
e a & & & ® % @ e e
Month Year Month Year Month Year Month Year Month Year
Past Event #3 Past Event #5 Past Event #2 Future Event #2 Future Event #3
Share details about an Share details about an Share details about an Share details about an Shore details about an
important milestone in important milestone in important milestone in important milestone in important milestone in
your company’s your company’s your company’s your company's your company's
history. history. history. FUTURE. FUTURE.
In the Press

Press Logo

Press Logo

Press Logo

( sHow MORE )

Meet Our Team

Chris Bridges

CEO & Co-founder

Chris is a serial tech entrepreneur,
previously CEO & Co-Founder of Vessix - tech
enabled virtual credit card / software
company in aviation, which was acquired by
Flying Software Labs in 2017. Chris has over
15 years of payment industry experience.

Vincent Bradley
Board Member & Co-
Founder
Vincent is a serial tech
entrepreneur, previously CEO &
Co-Founder of FlashFunders - a
tech-enabled investment bank,
which was acquired by Boustead
& Company in 2017. Vincent is a
fierce competitor, who is
passionate about building great
teams.

George Akouri

Head of Product
George is a data and results-
driven product manager. Having
started and run his own
businesses, he thinks holistically
when attacking problems.
George previously led product
and engineering teams at
Philosophie as well as worked at
Goldman Sachs before joining
VITAL. George typically spends 5-
10 hours at VITAL Card per
week.

Sm

Adam Spencer
COO & Co-founder

Adam has a 20+ year career driving: sales,

strategy, organizational planning and

operations, in senior executive management
leadership positions at two of the largest
global financial institutions (/P Morgan,
BBVA). Adam typically spends 5-10 hours at

VITAL Card per week.

Lennon Rubin

Head of Growth
As VITAL’s Head of Growth
Lennon brings over a decade of
conversion optimization and
web analytics knowledge to the
team. Having run Smooth
Conversion for 10+ years,
Lennon has worked with dozens
of venture-funded companies to
help them achieve their growth
goals. Lennon will be working
10 hours per week at VITAL.

oD i

Jamison Caloras

Lead Product Designer
Jamison is a user-centered
designer that uses research and
data-driven processes to design
and build world-class products.
Prior to joining VITAL. Jamison
was a design lead at
Philosophie, one of NYCS
premier digital product
agencies. Jamison will be
collaborating with the VITAL
product team 5-10 hours per
week.

van
Will Noll

Lead Senior Engineer
Will is a serial entrepreneur and
experienced software engineer
who leads the VITAL engineering
team around 10 hours per
week. Will has a track record of
leading new product
development including ideation,
product strategy. prioritization,
and scalable architecture. Will
typically spends 5-10 hours at
VITAL Card per week,

Dylan Satin
Head of Marketing
Dylan is a metric driven
marketer. Prior to joining VITAL
Dylan founded CrowdTap, an
equity crowdfunding marketing
agency. that successfully helped
companies raise over $40M
from 2016 to 2017. Dylan
typically spends 5-10 hours at
VITAL Card per week,

Joseph Cohen

cTO
Joseph Cohen, former VP of
Information Systems and e-
Commerce at AutoLand
Inc/TrueCar inc. and CTO at
OrderMarket Inc. has more than
20 years’ experience in system
architecture design and
management, He is an expert in
the core programming
languages required to build IT
systems. Joseph is a graduate of
California State University,
Northridge. Joseph typically
spends 5-10 hours at VITAL Card
per week,

214 W 29th St 16th Floor , New York

Offering Summary
Company : Vital Card, Inc.
Corporate Address |
*, NY 10001
Offering Minimum : $9,999.24
Offering Maximum : $1,069,999.02
Minimum Investment Amount $499.55
(per investor)
Terms

Offering Type : Equity

Security Name

Minimum Number of Shares
Maximum Number of Shares

Price per Share

Pie BM ee me A Be i -

Offered — 9,708
Offered | 1,038,834
: $1.03

: Common Stock

SAN ANN NEA £9
rre-mioney vaiuation * >1U,U22,951.05

This offering is being conducted on an expedited basis due to circumstances relating to COVID-19
and pursuant to the SEC’s temporary regulatory COVID-19 relief set out in Regulation Crowdfunding
§227.201(2).

Expedited closing sooner than 21 days

In reliance on Regulation Crowdfunding §227.303(g)(2) A funding portal that is an intermediary in a
transaction involving the offer or sale of securities initiated between May 4, 2020, and February 28.
2021, in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(aX6)) by an issuer that is
conducting an offering on an expedited basis due to circumstances relating to COVID-19 shall not be
required to comply with the requirement in paragraph (eX3\i) of this section that a funding portal
shall not direct transmission of funds earlier than 21 days after the date on which the intermediary
makes publicly available on its platform the information required to be provided by the issuer
under 8§227.201 and 227.203(a).

*Maximum Number of Shares Offered subject to adjustment for bonus shares. See Bonus info below.
Company Perks*
Founding Investor

The first 500 investors to invest $500 or more will receive an exclusive Cobalt Blue Founders Edition
VITAL Card!

Early Bird

First 7 days - Friends and Family | 20% bonus shares

Next 7 Days - Super Early Bird | 15% bonus shares

Next 7 days - Early Bird | 10% bonus

Next 7 days - Early Adopters | 5% bonus shares

Volume

$500 | VITAL Card Tee-Shirt

$1,000 (Tier 2 perk) | 10% bonus to pre-launch referral score +VITAL Card Power Bank
$2,500 (Tier 3 perk) | 15% bonus to pre-launch referral score + VITAL Card Hoodie
$5,000 (Tier 4 perk) | 20% bonus to pre-launch referral score + VITAL Card Hydro Flask

$10,000 (Tier 5 perk) | 25% bonus to pre-launch referral score + Community Outreach Advisory
Board Seat

$50,000 (Tier 6 perk) | 50% bonus to pre-launch referral score + Advisory Board Membership
*All perks occur when the offering is completed.

The 10% StartEngine Owners’ Bonus

Vital Card, 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 $1.03/ share, you will receive
110 common stocks, meaning you'll own 110 shares for $103. 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 investors 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 only receive a single bonus, which will be the highest bonus rate they are eligible for.

The Company will not incur any irregular use of proceeds.

Offering Details
Form C Filings

Risks

A crowdfunding investment involves risk. You should not invest any funds in this offering 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 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.

Updates

Follow Vital Card to get notified of future updates!

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EXHIBIT D TO FORM C
VIDEO TRANSCRIPT

This is Vital. The world's first social credit card that pays you to share it. Use the card, share it
with friends and get paid forever. These days, you can earn money by sharing your house,
driving your car, and now by sharing your credit card. Here's the deal, Vital is all about sharing
and earning. Whether you sign up your barber, favorite barista, or even your coworkers, your
Vital score grows. When they sign up their friends, your score keeps growing. How does it work?
Meet our guru.

Your Vital score determines how much cash you earn every month. When you sign up a friend,
you get four points. When they sign up a friend, you get two points, and when they sign up more
people, you get a point for each new member.

Every time Vital members travels to Mexico, is up too late partying or spending money on
questionable sweaters, 1% of the transaction goes into the cash rewards pool. At the end of each
month, Vital pays out the cash rewards, pool based, on everyone's Vital score. The higher the
score, the bigger the check. Ask Tammy.

You get a check every month forever.

And you even earn an additional 1% cash back on what you spend. What's the catch? There is no
catch.

And look at this, a credit card that actually looks good.

Vital reallocates profits from these guys to the community. The way we see it, everyone should
earn from their credit card. Welcome to Vital. Start sharing, start earning.
STARTENGINE SUBSCRIPTION PROCESS (Exhibit E)

Platform Compensation

e As compensation for the services provided by StartEngine Capital, the issuer is required to
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itting The Tar 1 Earl r ripti

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