Legal
Regulatory Disclosures
Important information about the Mere Pre-Seed SAFE offering, including securities type, investor eligibility, regulatory framework, and required disclosures. Read this page in full before making any investment decision.
Offering Summary
Instrument
Simple Agreement for Future Equity (SAFE)
Round
Pre-Seed
Raise Amount
$1.0M
Post-Money Valuation Cap
$9.0M
Mere is offering SAFE instruments to qualified investors. A SAFE is not equity, it is a contractual right to receive equity upon a future triggering event, typically a priced equity financing round, acquisition, or dissolution. SAFE holders do not receive voting rights, dividend rights, or board representation at the time of investment. Conversion to equity occurs only upon a qualifying event as defined in the SAFE agreement.
Upon conversion, pre-seed SAFE holders will receive equity at the lower of (a) the $9.0 million post-money valuation cap or (b) the price per share in the qualifying financing round, subject to the terms of the SAFE agreement. The current cap table allocates approximately 11% ownership to pre-seed investors on an as-converted basis (1.1 million shares of 10 million total).
Investor Eligibility
This offering is available to accredited investors as defined under Rule 501 of Regulation D of the Securities Act of 1933. Accredited investor status must be verified in accordance with applicable securities regulations.
Accredited Investor Definition
An accredited investor generally includes individuals with annual income exceeding $200,000 ($300,000 with spouse) in each of the two most recent years with a reasonable expectation of the same in the current year, or a net worth exceeding $1 million (excluding primary residence), individually or with spouse. Certain entities, trusts, and institutional investors may also qualify. This is a summary, refer to Rule 501 of Regulation D for the complete definition.
The securities described herein have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state or other jurisdiction. These securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
Company Information
Entity Name
Mere
Principal Location
Virginia, United States
Industry
Precision Wellness / Health Technology
Stage
Pre-Revenue / Pre-Seed
Mere is a precision wellness platform company operating from Virginia with clinical affiliations through Virginia University of Integrative Medicine (VUIM), manufacturing operations through Okchundang in South Korea, and wearable technology development. The company was productized from VUIM infrastructure beginning in 2025.
As of the date of this offering, the company has no material pending litigation or regulatory proceedings. The company holds one granted patent (Korean Patent KR 10-1771125) with a US patent application pending for composition of matter.
Product Regulatory Framework
Mere operates within the following regulatory frameworks. Investors should understand the compliance boundaries that govern the company's product claims and market positioning.
NanoActives. Dietary Supplements (DSHEA)
NanoActives are classified as dietary supplements under the Dietary Supplement Health and Education Act of 1996 (DSHEA). All product claims are limited to structure/function statements. Mere does not claim that NanoActives diagnose, treat, cure, or prevent any disease. Manufacturing is performed under herbal Good Manufacturing Practice (hGMP) standards at Okchundang facilities with lot-level Certificate of Analysis traceability. Automated herb-drug interaction checks and clinician review for flagged cases provide additional safety guardrails.
Mere Pulse. General Wellness Device
Mere Pulse is positioned as a general wellness device, non-diagnostic. It captures arterial pulse waveforms using tri-wavelength photoplethysmography (PPG) to generate wellness trend data including heart rate, HRV, SpO2, and autonomic balance indices. These outputs are characterized as general wellness information and are not intended as medical diagnoses. This classification does not require FDA 510(k) clearance, but any expansion of claims beyond general wellness could trigger medical device classification requirements.
NORA AI - Wellness Interpretation Engine
NORA AI generates organ-function trend indices based on biometric and tongue imaging data. These outputs support general wellness recommendations and are not clinical diagnoses. A practitioner-in-the-loop model ensures clinicians review flagged cases. The 92% concordance rate with expert practitioners (N=200 pilot) represents preliminary validation; an IRB-supervised replication study is planned for Q2 2026.
Forward-Looking Statements
This platform contains forward-looking statements within the meaning of the federal securities laws. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from any results expressed or implied by such forward-looking statements. Forward-looking statements are based on management's current expectations and assumptions as of the date of this presentation.
Forward-looking statements on this platform include, but are not limited to:
- Projections of subscriber growth, including the target of 5,316 active subscribers and $410,000 normalized MRR by month 12
- Unit economics assumptions, including 22.5% trial-to-paid conversion, 5% monthly churn, and $21.65–$23.35 contribution margin per subscriber month
- Practitioner network activation targets, including 400 activated practitioners by Q1 2027
- Product development timelines for Mere Pulse hardware certification, NORA AI clinical validation, and platform launch
- Statements regarding market opportunity, competitive positioning, and the addressable market size
- Statements regarding the company's expected runway of 12–15 months and capital deployment plans
Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and uncertainties, including those described in the Risk Factors section of this platform. Mere undertakes no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this platform.
General Disclosures
No Guarantee of Returns. Investment in early-stage private companies involves substantial risk, including the potential loss of the entire investment. Past performance of the team, affiliated entities, or comparable companies is not indicative of future results. There is no assurance that Mere will achieve profitability or generate returns for investors.
Informational Purposes Only. This platform is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. Any such offer will be made only by means of a definitive SAFE agreement and only to qualified investors in jurisdictions where permitted by law.
No Investment Advice. Nothing on this platform constitutes investment, financial, legal, or tax advice. Prospective investors should consult their own legal, financial, and tax advisors before making any investment decision. The information presented herein may not be suitable for all investors.
Confidentiality. The information contained on this platform is confidential and proprietary to Mere. By accessing this platform, you agree not to disclose, copy, or distribute any information contained herein without the prior written consent of Mere.
Accuracy of Information. While Mere has made reasonable efforts to ensure the accuracy of the information presented, no representation or warranty, express or implied, is made as to the accuracy, completeness, or reliability of the information on this platform. Information is presented as of January 2026 unless otherwise noted and may not reflect subsequent developments.
Investor Inquiries
Prospective investors seeking additional information about this offering, including access to the SAFE agreement, cap table, financial model, or other diligence materials, should contact:
All investment discussions are subject to the execution of appropriate documentation. Mere reserves the right to accept or reject any subscription in whole or in part at its sole discretion.
Important Notice
This platform and its contents are provided for informational purposes only and do not constitute an offer to sell, or a solicitation of an offer to buy, any securities. Any offer to sell securities will be made only pursuant to a definitive SAFE agreement between Mere and the investor. The information presented on this platform is confidential and intended solely for the use of qualified investors evaluating a potential investment in Mere. Reproduction, distribution, or disclosure of this information to any third party without the prior written consent of Mere is prohibited. By accessing this platform, you acknowledge that you have read and understood the Risk Factors and these Regulatory Disclosures.