Disclosures

Important Disclosures

These important disclosures are deemed to be incorporated by reference in its entirety into the WITH.CO website at with.co (the "Site" or "WITH.CO Platform") and any social media communication, advertisement, email or other communication or disclosure which contains an active hyperlink or URL to this page. The information contained herein neither constitutes an offer for nor a solicitation of interest in any specific securities offering.

General Information

With Studios Inc. (together with its affiliated entities, collectively "WITH.CO" or "we") operates a website at with.co. The information contained on the Site is generally available to non-members (i.e. persons who have not established a user profile) and has been prepared by WITH.CO without reference to any particular user's investment requirements or financial situation. Potential investors are encouraged to consult with professional tax, legal, and financial advisors before making any investment decision. All investments involve risk, including the risk of the loss of all of your invested capital. Please carefully consider the investment objectives, risks, and expenses related to an investment prior to deciding to invest. Investment decisions should be based on an individual's own goals, time horizon, and tolerance for risk.

Information on the Site has been prepared by With Studios Inc. ("WITH.CO") without reference to any particular individual's investment goals or financial situation and may contain summary information relating to potential or proposed WITH.CO offerings. Any such information is preliminary, subject to change, and will be qualified in its entirety by reference to the more detailed discussions contained in the respective offering circular, if and when filed with the Securities and Exchange Commission ("SEC") or other offering materials relating to such Offering.

By using the WITH.CO website, you accept the WITH.CO Terms of Use (which require that disputes be resolved through binding arbitration) and Privacy Policy. Any person interested in investing in any WITH.CO offering should review our disclosures and the most recent publicly filed offering statement relating to that offering or applicable private placement memorandum, a copy of which will be available on the Site and, in the case of any Regulation A offerings, on the SEC's EDGAR website.

The Site is maintained by WITH.CO in its sole and absolute discretion and WITH.CO is solely responsible for the content on this website. No broker-dealer member of SEC or FINRA is or has been involved in the development or dissemination of this website. Nothing contained herein shall be deemed to be binding against, or to create any obligations or commitment on the part of, any potential investor, small business, or their respective affiliates.

Neither the SEC nor any state securities commission or regulatory authority approved, passed upon or endorsed the merits of any investment on the Site. Each investor should always carefully consider investments in any security and be comfortable with his/her understanding of the investment. Investors should not construe any materials on the Site as tax, legal, financial or investment advice.

WITH.CO is not registered as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act") and the securities do not have the benefit of the protections of the Investment Company Act. Furthermore, we are not registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"), and the members of the Company will not have the benefit of the protections of the Investment Advisers Act.

All product names, logos, and brands are property of their respective owners. Use of these names, logos, and brands is for identification purposes only, and does not imply endorsement or affiliation.

Testing the Waters

WITH.CO may, from time to time, engage in "testing the waters" under Regulation A of the Securities Act of 1933, as amended, for the offerings currently filed with (but not yet qualified by) the SEC. This process allows companies to determine whether there may be interest in an eventual offering of their securities. WITH.CO is not under any obligation to make an offering under Regulation A. We may choose to make an offering to some, but not all, of the people, who indicate an interest in investing, and that offering might not be made under Regulation A. If we go ahead with an offering, we will only be able to make sales after we have filed an offering statement with the SEC and the SEC has "qualified" the offering statement. The information in the offering statement will be more complete than any information provided on our website or in communications, and could differ in important ways. You must consider fully the information provided in the offering statement filed with (and qualified by) the SEC prior to making any investment decision. No money or other consideration is being solicited at this time for any pre-qualified offering, and if sent in response, will not be accepted.

No offer to buy the securities for a pre-qualified offering can be accepted and no part of the purchase price can be received by the issuer or anyone else until the offering statement filed by the WITH.CO issuer with the SEC has been qualified by the SEC. Any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of acceptance is given after the date of qualification. An indication of interest involves no obligation or commitment of any kind by either party.

Regulation A Offerings & Offering Circulars

Any offering appearing on the Site that is made under Regulation A of the Securities Act of 1933, as amended, will be made only by means of an offering circular, which forms an integral part of an offering statement, that has been qualified by the SEC. Any offering that is available for investment means the SEC has qualified the offering statement for such offering, which only means that the issuer of those shares may make sales of the securities described by the offering statement. It does not mean that the SEC has approved, passed upon the merits of, or passed upon the accuracy or completeness of the information in the offering statement.

Offerings appearing on the Site may be in one of three stages:

  • Stage 1: The offering circular is in the process of being prepared, but not yet on file with the SEC.

  • Stage 2: The preliminary offering circular has been filed with the SEC, but has not yet been qualified by the SEC. Note, it is not unusual for a preliminary offering circular to be filed several times prior to completion of the SEC review process.

  • Stage 3: SEC review is complete, the offering circular is qualified and subscriptions and investment funds can be accepted.

In addition, it is possible that after an offering is commenced, we need to update the offering circular to add or update material information, in which case we may be required to suspend accepting subscriptions until such revised offering circular has been reviewed by the SEC.

It is important to understand that the SEC does not pass upon the merits of or give its approval to any securities offered or the terms of any offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials.

If you are interested in investing in an offering, you should carefully review the offering circular and other materials filed with the SEC before making an investment decision. It is important to note that information contained in a preliminary offering circular (i.e. Stage 2) may change and such changes could be material, so even if you have reviewed a preliminary offering circular, it is critical to review the most recent offering circular on file with the SEC prior to subscribing for shares and tendering payment.

Although the Regulation A offering structure is similar in many respects to a registered initial public offering of shares in a traditional public offering, Regulation A is an exemption from the registration requirements of the Securities Act and there are important differences between a Regulation A offering and a traditional "registered" public offering, including, without limitation, the following:

Limited Disclosure. Disclosure rules applicable to issuers under Regulation A are more limited in scope than those applicable to issuers pursuing a traditional public offering, so there may not be as much information included in the offering circular for an offering referenced on the Site than there would be in a prospectus. In addition, ongoing SEC reporting obligations for Regulation A issuers are also more limited than requirements for typical companies.

Not Subject to 34' Act Reporting; Proxy Rules, Insider Reporting. Traditional publicly traded companies are subject to certain ongoing financial and material event reporting requirements, proxy rules relating shareholder votes and reporting of transactions by insiders. These requirements are not applicable to issuers of securities pursuant to Regulation A, provided they comply with certain requirements which WITH.CO intends to comply with.

Less Restrictive Corporate Governance. As a non-listed company conducting an exempt offering pursuant to Regulation A, WITH.CO issuers are not subject to a number of corporate governance requirements that would apply to companies listed on national securities exchanges, including the requirement to have a board of directors with a majority of "independent" directors, independent committees and internal controls audits. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of a company listed on a national stock exchange.

Lack of Liquidity. Traditional initial public offering issuers list their shares on a national securities exchange that makes it relatively easy for market participants to trade the securities. The shares offered by WITH.CO will not be listed on a national securities exchange and may be illiquid. Accordingly, investors must be prepared to hold their investment for an indefinite period.

Obtain Your Own Advice

None of the information on our Site should be construed as investment advice. The information contained on the Site has been prepared by WITH.CO without reference to any particular user's investment requirements or financial situation. Potential investors are encouraged to consult with professional tax, legal, and financial advisors before making any investment into a WITH.CO offering.

Risks of Investing

Investing involves a number of significant risks and uncertainties. Each WITH.CO issuer is undiversified, and investing in any given WITH.CO issuer is risky since 100% of such investment is concentrated in a single property. Please also review the "Risk Factors" section of our SEC filings prior to investing. In addition, you should consult your own counsel, accountant and other advisors as to legal, tax, business, financial, and related aspects of an investment in a WITH.CO issuer. Past performance is no guarantee of future results. An investor can lose money. Investment decisions should be based on an individual's own goals, time horizon, and tolerance for risk.

Forward-Looking Statements

The with.co website contains certain forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "potential," "intend," "expect," "outlook," "seek," "anticipate," "estimate," "approximately," "believe," "could," "project," "predict," or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, or state other forward-looking information. Our ability to predict future events, actions, plans or strategies is inherently uncertain and actual outcomes could differ materially from those set forth or anticipated in our forward-looking statements. You are cautioned not to place undue reliance on any of these forward-looking statements.

Miscellaneous

Notice to Foreign Investors

The offering materials prepared by WITH.CO are directed solely to persons located within the United States. If the recipient of the materials lives outside the United States, it is their responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase of securities, including obtaining required governmental or other consents or observing any other required legal or other formalities. Unless otherwise indicated in SEC offering materials, WITH.CO has not qualified the offering of the shares in any jurisdiction outside the United States.

IRA Investing

The securities will not be offered or sold to prospective investors subject to the Employee Retirement Income Security Act of 1974 and regulations thereunder, as amended ("ERISA"). To the extent we do offer securities to prospective investors subject to ERISA in the future, it is important to understand that Individual Retirement Accounts ("IRA") are subject to specific tax treatment by the Internal Revenue Service ("IRS") and contributions, earning, and withdrawals may have tax implications. It is your responsibility to understand and comply with IRS regulations regarding IRAs, including but not limited to eligibility criteria, contribution limits, and distribution rules. Distributions are taxable to the holder of the account and may be subject to early withdrawal penalties of 10% of such amount if the investor is not at least 59-½ years of age. For tax year 2025, IRA contributions may not exceed the lesser of $7,000 ($8,000 if you're age 50 or older), or your taxable compensation for the year. WITH.CO urges those investors seeking to use their IRA to invest in WITH.CO offerings to consult with a competent tax professional prior to making an investment decision. The decision to open and fund an IRA is a self-directed action and does not constitute a solicitation from the WITH.CO platform or any affiliated entity. No WITH.CO affiliated entity has provided guidance regarding the establishment or funding of an IRA, and you assume full responsibility for all the implications and outcomes of investing through this method.

Illiquidity

There is no trading market for shares at this time and there can be no assurance that such a market will develop in the foreseeable future. Shares may not be resold or otherwise disposed of by an investor unless there are available exemptions from registration under federal and applicable state securities laws (and other requirements are met, which may include an opinion of counsel), or such transfer is made in compliance with the registration requirements of such laws. Accordingly, investors must bear the risk of loss for an indefinite period of time.

© 2026 With Studios, Inc

None of the information on our website (“Site”) should be construed as investment, financial, tax, or legal advice.

Information on the Site has been prepared by With Studios Inc. (“WITH.CO”) without reference to any particular individual’s investment goals or financial situation and may contain summary information relating to potential or proposed WITH.CO offerings. Any such information is preliminary, subject to change, and will be qualified in its entirety by reference to the more detailed discussions contained in the respective offering circular, if and when filed with the Securities and Exchange Commission (“SEC”) or other offering materials relating to such Offering. You are encouraged to consult with tax, legal, and financial professionals before investing in an Offering. YOU SHOULD CAREFULLY REVIEW THE RELEVANT WITH.CO OFFERING CIRCULAR BEFORE DECIDING TO INVEST, A COPY OF WHICH WILL BE AVAILABLE ON THE SITE, OR ON THE SEC’S EDGAR WEBSITE.

For any proposed offering pursuant to an offering statement that has not yet been qualified by the SEC, no money or other consideration is being solicited at this time, and if sent, will not be accepted. No offer to buy the securities can be accepted and no part of the purchase price can be received until an offering statement on Form 1-A for such offering has been filed with and qualified by the SEC. Any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of acceptance is given after the qualification date. Any indication of interest involves no obligation or commitment of any kind.

WITH.CO and its affiliates are “testing the waters” under Regulation A of the Securities Act of 1933 to determine whether there may be interest in a potential offering of securities. This communication is for solicitation-of-interest purposes only, and we are under no obligation to make an offering under Regulation A. WITH.CO can only make sales after an offering statement has been filed, and “qualified” by, the Securities and Exchange Commission (“SEC”). As such, no offer consideration is currently being solicited or accepted and any such offers may be withdrawn or revoked, without obligation, at any time before notice of SEC qualification. An indication of interest involves no obligation. You must read the offering documents filed with the SEC before investing.

By using the Site, you agree to the WITH.CO Terms of Service (which require that disputes be resolved through binding arbitration) and Privacy Policy. For more information about our site and offerings, you should review our Important Disclosures.