Rodilo

1.      Risk related to the team’s market knowledge and the accuracy of forecasts

Risk: Although the 2027 and 2028 sales projections are based on prudent assumptions, revenue growth could slow down. RODILO’s success remains dependent on the adoption of its technology by third-party manufacturers and distributors, where potential administrative delays in obtaining health registration for the product in certain markets may occur.

Consequence: Slower-than-expected sales growth could extend the time required to reach break-even, which could result in a lower valuation in the event of a potential exit, as the business plan would not have been executed as expected. In such a case, returns could be lower or even non-existent. In the worst-case scenario, RODILO could be liquidated and become insolvent, resulting in a partial or total loss of the invested capital.

Note: Commercial momentum is already underway, as illustrated by letters of intent currently being negotiated with several distributors and brands in Latin America and Germany. In addition, a business model based on three revenue streams helps reduce dependence on a single segment.

This traction is supported by two independent studies. First, a product-use test conducted with Charleroi Entreprendre validated the product hypothesis, with an average satisfaction score of 4.10/5 (86% of respondents giving a score of 4 or 5 out of 5, and an 80% product-hypothesis validation rate). The test confirmed that the solution addresses the identified user needs (opening, safety and practicality) while reassuring existing users. The recommended adjustments were limited to ergonomic details (a more visible arrow and higher-contrast markings). Second, an earlier market study conducted by Nielsen (Restager/BASES methodology, using an online panel in the United Kingdom with approximately 260 respondents) reached a positive verdict (“PASS”), with a purchase-intent index of 1.05, strong appeal among 18–30-year-olds, and favourable reception among both buyers and non-buyers of the tested brand.

2.      Risk related to team size

Risk: RODILO’s current structure relies heavily on its two founders, who concentrate the product vision, intellectual property and key business relationships. RODILO benefits from the support of its technical advisor, Michael Kesselring, who notably introduced the main manufacturer and provides recognised technical expertise. This collaboration is not governed by any formal agreement (neither a confidentiality agreement nor a non-compete clause).

Consequence: The prolonged unavailability of either founder would have a significant impact on the execution of the business plan, particularly on the speed of negotiations with industrial and licensing partners. In the absence of a formal agreement, the sudden unavailability of the advisor (departure or collaboration with a competitor), or the intentional or accidental disclosure of confidential information to other industry players, could weaken RODILO’s competitive position and jeopardise key supplier relationships.

Note: To mitigate dependency risks, the company is progressively documenting its know-how and business relationships, while continuing to rely on its technical advisor, Michael Kesselring, as well as specialised experts already engaged. Strengthening the team is being prioritised following the closing of the current fundraising round. A formal non-disclosure agreement (NDA) will be proposed to him in order to secure the relationship over the long term, particularly in the event of changes in his personal circumstances.

3.      Risk related to the need for additional financing

Risk: Given RODILO’s stage of development, further financing is likely to be required. The development of the product and its commercial launch remain dependent on the success of the current fundraising round.

Consequence: An incomplete financing round could, depending on its size and the prioritisation of the use of funds, delay the launch of the first production run and the commercialisation planned for March 2027. If the company is unable to find investors, there is, in the worst-case scenario, a risk of insolvency, in which case investors could lose part or all of their investment. Conversely, the company may secure new investors, which would result in dilution, potentially more significant if a lower valuation than the current one were to be used.

Note: In the event of a partially completed fundraising round, the launch of the industrial machine manufacturing process could be postponed until revenues generated from the sale of outsourced condoms are sufficient to cover the necessary expenses. A temporary reduction in the founders’ remuneration is also an available adjustment lever to extend the company’s cash runway without compromising operations.

Ultimately, investors will have the opportunity to reinvest in future financing rounds, under the investment terms applicable at that time.

4.      Risk related to collaboration with suppliers

Risk: No framework agreements have been signed at this stage; orders are handled on a quotation-by-quotation basis.

Consequence: In the absence of framework agreements, a supplier could impose a price increase, extend delivery times or cease working with RODILO, thereby delaying production.

Note: To secure its supply chain, RODILO has already initiated a diversification strategy aimed at having two suppliers for each key component. The company now relies on two foil manufacturers, two condom manufacturers and three machine-tool suppliers, with only the adhesive supplier remaining a single-source supplier. Negotiation of framework agreements is planned once the first production run has been validated. The main manufacturer is recognised for its reliability. The use of a law firm specialised in drafting supplier agreements has been budgeted for in the financial plan and will take place immediately following the fundraising round.

5.      Risk related to the development of the “technology integration” machine

Risk: The “technology integration” machine is at a less advanced stage (TRL3/CRL5) than the product itself (TRL7/CRL6); its full industrialisation remains to be completed.

Consequence: A delay in industrialising the machine could postpone the planned commercial launch date (March 2027) and delay revenue generation.

Note: The fundraising will finance the development of the first testing/optimisation machine. The industrial challenges have been identified and research has been launched with subcontractors, who are already adapting their existing equipment for prototype production.

1.      Risk related to the company’s specific activities

Risk: The product is a Class IIb medical device subject to the EU MDR Regulation and ISO 4074 standard; any regulatory changes could delay or increase the cost of market access. The target markets (Europe, Latin America, the United States and the United Kingdom) have different registration requirements despite CE marking.

Consequence: In the Latin American markets (Colombia, Brazil and Chile), local health registration remains mandatory despite CE marking, with a realistically estimated cost of between €20,000 and €55,000 for the three markets during the first year, and timelines ranging from 4 to 18 months. This could delay the commercial launch in these markets. In the United States, a full FDA procedure (510(k), Class II) is required independently of CE marking, with official fees ranging from $6,500 to $26,000 and a realistic timeline of 6 to 12 months. Class IIb status also requires an in-depth review of the technical documentation.

Note: CE marking has already been approved through a partner manufacturer certified under EU MDR / ISO 13485 / FDA 510(k) / ISO 14001. RODILO is not concerned by the clinical data relating to the condom itself. In the targeted European markets, the CE certificate is legally sufficient, and in the United Kingdom, CE marking remains valid until 2030.

2.      Risk related to intellectual property

Risk: The underlying patent EP2498734 expires in November 2030. RODILO exploits it through a comprehensive exclusive licence with a purchase option, rather than through direct full ownership, creating a contractual dependency on the patent holder. Furthermore, RODILO’s success depends on the adoption of its technology by third-party manufacturers and distributors, in a consolidated industry where decision-making cycles can be lengthy. Even with prudent sales forecasts for 2027 and 2028, sales could grow more slowly than expected, particularly if distributors experience delays in obtaining administrative registration of the product in certain Latin American markets. In addition, from 2031 onwards, the technology will enter the public domain. Established manufacturers could therefore wait until that date rather than take a licence, in order to appropriate the technology thereafter.

Consequence: A refusal to transfer, a change in the terms of the licence or a sale of the patent to a third party (potentially a competitor) would pose a risk to business continuity. Furthermore, unauthorised copying of the technology by an unlicensed third party could reduce RODILO’s sales, with a direct impact on financial performance and resulting in slower-than-expected sales growth.

Note: A purchase option is included in the licence agreement, and any improvements developed by RODILO remain its exclusive property. New intellectual property elements are currently being developed to secure the company’s position beyond 2030. The portfolio currently covers 27 active territories, including key manufacturing markets (Malaysia, Thailand and India) and consumer markets (the United States, European Union, Japan, Brazil, etc.). An initial Freedom to Operate (FTO) study identified no blocking patents; a comprehensive FTO and patentability analysis will be conducted once the final design has been completed. The patent landscape in this sector remains fragmented (324 patent families identified, of which only 10% are held by the ten largest players, with no litigation identified), and no opposition was filed against the underlying patent within the statutory period. To ensure that the licence remains fully enforceable against any future third-party purchaser of the patent, RODILO plans to register it with the patent registers in its main territories. The company is also considering exercising its purchase option on the patent promptly, which would completely eliminate this risk by transferring full ownership of the patent to RODILO.

Risk: The risk of insolvency means that RODILO does not have sufficient funds to meet its payment deadlines (cessation of payments). The company is currently in the process of the statutory alarmbell procedure.

Consequence: If the company does not find alternative financing (shocked credit) in the short term, it may go bankrupt. The insolvency or bankruptcy of RODILO may lead to lower or non-existent returns and in the worst case to a partial or total loss of the invested capital. 

Note: First, it should be noted that it is very common for start-ups to be subject to the statutory alarmbell procedure. Second, the losses recorded to date are largely explained by the cost of the patent (acquisition costs and annual maintenance fees). A significant portion of these costs does not result in cash outflows, as they consist of depreciation expenses relating to intangible fixed assets. It should also be noted that the company’s liabilities are long-term liabilities: a €50,000 subordinated loan from one of the two founders, and a long-term loan of approximately €200,000, maturing in April 2035. Furthermore, the purpose of the present financing round is to restore the company’s equity position.

1.           Risk associated with the lack of guarantees

Risk: Neither the shares of RODILO nor the Participatory Notes of the RODILO 1A compartment of Spreds Finance provide guarantees of a return or repayment of the invested capital. 

2.           Risk associated with the lack of a fixed return

Risk: Participatory Notes do not offer a fixed return. The return of the Participatory Notes depends solely on the performance of the Underlying Asset, namely the shares of RODILO. 

Consequence for both risks: If the project owner's predictions do not come true (within the predetermined timing), there is a risk of lower or non-existent returns and, in the worst case, partial or complete loss of the invested capital. 

Note for both risks: Investors in Participatory Notes bear the same economic risk as if they were investing directly as shareholders of RODILO.

Risk: Although each Spreds Finance compartment is ‘bankruptcy remote’ (meaning that no other creditor can claim a right on or against this compartment) in relation to the others and in relation to the ‘general’ liabilities of Spreds Finance itself, as a result of (i) the terms and conditions of the Notes, (ii) the articles of association of Spreds Finance and (iii)  Article 4 of the Law of 18 December 2016 on crowdfunding; there is a subsidiary risk of  insolvency of Spreds Finance. 

Consequence: Should such insolvency occur, Noteholders may be exposed to the risk of a significant delay in the recovery of their investment.

Note: The probability of this risk occurring is extremely low given the structure and organization of Spreds Finance, in particular the compartmentalization mechanism and the "bankruptcy-remoteness" described above. Each participation taken or loan granted to a project owner is recorded in a separate compartment and is appropriately accounted for in the accounts, taking into account the fact that the accounts are kept by compartment. As a result of (i) the conditions attached to the issue of Participatory Notes, (ii) the articles of association of Spreds Finance and (iii) article 10 of the law regulating the recognition and delimitation of crowdfunding and containing various provisions relating to finance and notwithstanding articles 7 and 8 of the Mortgage Law of 16 December 1851, the assets of a particular compartment serve exclusively to guarantee the rights of investors with respect to this compartment.

1.               Risk associated with the absence of an organized exchange market for Participatory Notes

Risk: Neither the project owner nor Spreds Finance organizes an exchange market for Participatory Notes. It is thus up to the investor himself to find a buyer for his Participating Notes. Given the absence of an exchange market for Participatory Notes, there is no way to adequately establish a comparative pricing methodology for Participatory Notes.

Consequence: A holder of Participatory Notes may not be able to find a buyer for the Participatory Notes it wishes to sell (at the price at which it wishes to sell).

Note: The intention is not to sell the Participatory Notes but to sell the Underlying Asset, often on the occasion of the sale of the Company itself.

2.           Risk associated with the vote by the general meeting of holders of Participatory Notes to sell

Risk: Any decision by Spreds Finance to sell shares of RODILO is subject to the approval of the holders of Participatory Notes representing at least 75% of the outstanding Participatory Notes, unless Spreds Finance is required to sell them under a contractual or statutory provision. 

Consequence: Investors thus bear the risk that the general meeting of the holders of Participatory Notes may refuse to approve the sale of the participation, in which case all investors are bound by this decision and thus must wait to obtain redemption of the Participatory Notes.

3.           Risk associated with an investment in a young company

Risk: Investing in shares of young companies entails the risk that a buyer for the shares will not be found, or not at a fair price yielding a market return, or that a buyer will not be found within a reasonable period of time. 

Consequence: If no buyer is found for the holding, redemption of the Participatory Notes is not possible.

Note: Spreds Finance will make every effort within its powers to obtain the best possible price.

1.               Risk associated with the absence of an analysis by Spreds Finance

Risk: Spreds Finance has not conducted an analysis of the proposed project or of the financial situation of the Company.

Consequence: Any investor considering subscribing to Participatory Notes should make its own analysis of RODILO's solvency, activity, financial situation and prospects.

Note: Any decision to invest in Participatory Notes should be based on a comprehensive analysis of the project and of this sheet of essential investment information. Spreds Finance's model does not provide for the presentation of analyzed projects to investors but allows investors to invest based on the information made available to them, after making their own analyses.

2.               Risk associated with the lack of (periodic) reporting

Risk: There is no obligation for periodic reporting in unlisted companies (except for the cases provided by law, such as the annual general meeting of shareholders and an alarm bell procedure). While some entrepreneurs proactively communicate good and bad news (with a certain periodicity), others do not. As a (minority) shareholder, one cannot enforce reporting (other than in cases provided by law).

Consequence: If an entrepreneur does not do (periodic) reporting, there can be long periods during which investors have no insight into the (financial) state of the company. The lack of reporting does not in itself change the (financial) state of the company but can create a sense of unease among investors. If at some point a company has to file a procedure of judicial reorganization or bankruptcy, this can be a (big) surprise for the investor. 

Note: Investors in Participatory Notes bear the same risk as if they invested directly in RODILO and became shareholders. However, Spreds, as a crowdfunding service provider, tries to encourage each project owner to report at least 2x per year.

3.               Risk associated with the tax treatment of capital gains - government tax on capital gains

Risk: Starting 1 January 2026, a tax on capital gains from the sale of assets applies. The shares will fall under the scope of this capital gains tax in the event of an exit.

Consequence: If the realized capital gain on the sale of RODILO shares exceeds the exemption (€10,000, which may be increased to €15,000), investors will be required to pay tax on this capital gain.

Note: As noted above, there is an exemption of €10,000 (an amount that will be indexed annually in line with inflation).

To the best of the project owner's knowledge, there are no other material risks associated with its activities.