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UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM C/A UNDER THE SECURITIES ACT OF 1933 (Mark one.) ☐ Form C: Offering Statement ☐ Form C-U: Progress Update ☑ Form C/A: Amendment to Offering Statement ☐ Check box if Amendment is material and investors must reconfirm within five business days. ☐ Form C-AR: Annual Report ☐ Form C-AR/A: Amendment to Annual Report ☐ Form C-TR: Termination of Reporting Name of issuer Oscilla Power, Inc. Legal status of issuer Form Corporation Jurisdiction of Incorporation/Organization Delaware Date of organization August 6, 2009 Physical address of issuer 4240 Gilman Place West, Unit C, Seattle, Washington 98199 Website of issuer www.oscillapower.com Address of counsel to the issuer for copies of notices BEVILACQUA PLLC 1050 Connecticut Avenue, NW Suite 500 Washington, DC 20036 Attention: Louis A. Bevilacqua, Esq. Email: [email protected] 1 Name of intermediary through which the Offering will be conducted MicroVenture Marketplace, Inc. CIK number of intermediary 0001478147 SEC file number of intermediary 008-68458 CRD number, if applicable, of intermediary 152513 Amount of compensation to be paid to the intermediary, whether as a dollar amount or a percentage of the Offering amount, or a good faith estimate if the exact amount is not available at the time of the filing, for conducting the Offering, including the amount of referral and any other fees associated with the Offering The issuer shall pay to the intermediary a fee consisting of five percent (5%) commission based on the amount raised in the Offering and paid upon disbursement of funds from escrow after the conclusion of the Offering. Any other direct or indirect interest in the issuer held by the intermediary, or any arrangement for the intermediary to acquire such an interest The intermediary will receive a number of Crowd Notes of the issuer that is equal to two percent (2%) of the total number of Crowd Notes sold by the issuer in the Offering. Name of qualified third party “Escrow Agent” which the Offering will utilize Evolve Bank & Trust Type of security offered Crowd Note Target number of Securities to be offered 50,000 Affiliates of the issuer may invest in the offering and their investment would be counted toward achieving the target amount. Price (or method for determining price) $1.00 Target offering amount $50,000.00 Oversubscriptions accepted: ☑ Yes ☐ No 2 Oversubscriptions will be allocated: ☐ Pro-rata basis ☐ First-come, first-served basis ☑ Other: At the Company’s discretion Maximum offering amount (if different from target offering amount) $674,505.00 Deadline to reach the target offering amount March 29, 2021 NOTE: If the sum of the investment commitments does not equal or exceed the target offering amount at the Offering deadline, no Securities will be sold in the Offering, investment commitments will be cancelled and committed funds will be returned. Current number of employees 9 Fiscal Year Ended Fiscal Year Ended December 2020 December 2019 Total Assets $552,679 $396,648 Cash & Cash Equivalents $242,385 $145,279 Accounts Receivable $152,252 $85,167 Short-term Debt $546,893 $831,186 Long-term Debt $1,192,039 $671,894 Revenues/Sales $19,317 $0 Cost of Goods Sold $0 $0 Taxes Paid $0.00 $0.00 Net Income -$88,077 -$86,485 The jurisdictions in which the issuer intends to offer the Securities: Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, District Of Columbia, Florida, Georgia, Guam, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virgin Islands, U.S., Virginia, Washington, West Virginia, Wisconsin, Wyoming, American Samoa, and Northern Mariana Islands 3 March 10, 2021 FORM C/A Up to $674,505.00 Oscilla Power, Inc. Explanatory Note Oscilla Power, Inc. (the “Company”) is filing an amendment to its Form C, which was initially filed with the Securities and Exchange Commission on December 22, 2020, to update the Company Summary, attached hereto as Exhibit B. The Company previously filed an amendment on February 17, 2021 to include audited financial statements for fiscal years 2020 and 2019, attached hereto as Exhibit A, to extend the Deadline of this raise to March 29, 2021, to increase the maximum offering amount from $139,505 to $674,505, and to update certain financial metrics of the Company. Crowd Note This Form C/A (including the cover page and all exhibits attached hereto, the "Form C/A" ) is being furnished by Oscilla Power Inc., a Delaware Corporation (the "Company," “Oscilla Power,” as well as references to "we," "us," or "our"), to prospective investors for the sole purpose of providing certain information about a potential investment in Crowd Note of the Company (the "Securities"). Investors in Securities are sometimes referred to herein as "Purchasers." The Company intends to raise at least $50,000.00 and up to $674,505.00 from Purchasers in the offering of Securities described in this Form C/A (this "Offering"). The minimum amount of Securities that can be purchased is $100.00 per Investor (which may be waived by the Company, in its sole and absolute discretion). The offer made hereby is subject to modification, prior sale and withdrawal at any time. 4 The rights and obligations of the holders of Securities of the Company are set forth below in the section entitled "The Offering and the Securities--The Securities". In order to purchase Securities, a prospective investor must complete the subscription process through the Intermediary’s platform, which may be accepted or rejected by the Company, in its sole and absolute discretion. The Company has the right to cancel or rescind its offer to sell the Securities at any time and for any reason. The Offering is being made through MicroVenture Marketplace Inc. (the "Intermediary"). At the conclusion of the Offering, the Issuer shall pay to the Intermediary a fee consisting of five percent (5%) commission based on the amount of investments raised in the Offering and paid upon distribution of funds from escrow at the time of closing. The intermediary will receive a number of Crowd Notes of the issuer that is equal to two percent (2%) of the total number of Crowd Notes sold by the issuer in the Offering. related to the purchase and sale of the Securities. Service Fees and Price to Investors Net Proceeds Commissions (1)(2) Minimum Individual Purchase $100.00 $5.00 $95.00 Amount Aggregate Minimum $50,000.00 $2,500.00 $47,500 Offering Amount Aggregate Maximum Offering $674,505.00 $33,725.25 $640,779.75 Amount (1) This excludes fees to Company’s advisors, such as attorneys and accountants. (2) The issuer will pay a commission equal to five percent (5%) of the amount raised in the Offering to the Intermediary at the conclusion of the Offering. 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 other materials. These Securities are offered under an exemption from registration; however, neither the U.S. Securities and Exchange Commission nor any state securities authority has made an independent determination that these Securities are exempt from registration. The Company filing this Form C/A for an offering in reliance on Section 4(a)(6) of the Securities Act and pursuant to Regulation CF (§ 227.100 et seq.) must file a report with the Commission annually and post the report on its website at www.oscillapower.com no later than 120 days after the end of the company’s fiscal year. The Company may terminate its reporting obligations in the future in accordance with Rule 202(b) of Regulation CF (§ 227.202(b)) by 1) being required to file reports under Section 5 13(a) or Section 15(d) of the Exchange Act of 1934, as amended, 2) filing at least one annual report pursuant to Regulation CF and having fewer than 300 holders of record, 3) filing annual reports for three years pursuant to Regulation CF and having assets equal to or less than $10,000,000, 4) the repurchase of all the Securities sold in this Offering by the Company or another party, or 5) the liquidation or dissolution of the Company. The date of this Form C/A is March 10, 2021. The Company has certified that all of the following statements are TRUE for the Company in connection with this Offering: 1) Is organized under, and subject to, the laws of a State or territory of the United States or the District of Columbia; 2) Is not subject to the requirement to file reports pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); 3) Is not an investment company, as defined in section 3 of the Investment Company Act of 1940 (15 U.S.C.
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