Cerlos

About the offering

CERLOS® Factory #1 is a Regulation D 506(c) offering open exclusively to accredited investors, with a minimum investment of $10,000. The company is raising capital to build its first commercial-scale production facility for CERLOS®, a proprietary building material developed over 15 years and more than $30 million in R&D since 2011. The core technology is a low-carbon mineralization process that fills the pores of wood fibers with inorganic mineral at the cellular level, producing a hybrid material described as having the workability of wood and the durability of rock. The resulting material is Class A fire-rated (tested to ASTM E2768), contains no formaldehyde or silica dust (tested to ASTM G21), and is marketed as mold-resistant, termite-resistant, and recyclable. The company claims net-zero CO2 in production through permanent sequestration of waste biomass carbon. The first product to be manufactured at the facility is CERLOS® siding. The company states that 100% of Factory #1's output has been pre-sold to AIFP, a distributor whose network reportedly includes D.R. Horton, Lennar, Pulte, Home Depot, and Lowe's. The facility is planned for Texas and is designed to scale from one production line to five over approximately six years. Projected financials (described as proforma estimates based on confirmed offtake pricing and design capacity assumptions) include: Year 2 revenue of $81.9 million per line, gross margin of 62%, EBITDA margin of 47% at scale, and projected full-capacity revenue of $409.5 million across five lines by Year 6. Total capitalization is listed at $62 million. Investor terms include time-based bonus shares (up to 16% in the first 30 days, declining to 6% for the remainder of the offering) and volume-based bonus shares (up to 16% for investments of $100,000 or more). The offering is structured under Reg D 506(c). The intellectual property portfolio includes four patents filed, with two additional patents planned, plus exclusive equipment IP assigned from IMAL PAL, described as a global leader in fiber-based panel production lines. IMAL PAL is also cited as the manufacturing partner with a stated 100% scale-up commitment. Leadership includes Robert Bedard, Founder and Chairman, who has been involved with the technology since its founding in 2011, and Joe Ross, CEO of CERLOS® Factory #1. The offering is managed under the Moxy OID entity. Key risks disclosed include manufacturing scale-up risk (first-of-kind commercial facility), market adoption risk (new material category requiring builder education), competitive landscape risk (emerging fire-safe/non-toxic category), and timeline risk associated with ramping from one to five production lines. The company states that additional production lines are intended to be funded through retained earnings rather than additional investor capital raises.

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