accessibilityaccreditedactiveactivityaimalarmalign-bottomalign-center-horizontalalign-center-verticalalign-leftalign-rightalign-topanchorangelannoyedapplearchivearrow-downarrow-leftarrow-rightarrow-uparticleat-signawardbalanceballoonbandaidbarcodebellbicyclebinocularsblindboatbook-closedbookbookmarkbookmarkedbooksbottlebriefcasebrushbugbullhornbuscabinetcakecalendarcameracarcashcertificatechalkchart-barschart-linechart-piechatcheckmarkchevron-downchevron-leftchevron-rightchevron-upcircle-arrow-downcircle-arrow-leftcircle-arrow-rightcircle-arrow-upcircle-backwardcircle-checkmarkcircle-chevron-downcircle-chevron-leftcircle-chevron-rightcircle-chevron-upcircle-crosscircle-ejectcircle-exclamationcircle-facebookcircle-firstcircle-forwardcircle-googlepluscircle-gustcircle-lastcircle-linkedincircle-minuscircle-nextcircle-pausecircle-play-thincircle-playcircle-pluscircle-previouscircle-questioncircle-stopcircle-twittercircleclipboard-checkclipboardclockcloud-databasecloud-downloadcloud-fogcloud-gearcloud-lightningcloud-lockcloud-raincloud-snowcloud-synccloud-uploadcloudcocktail-glasscodecombinecomment-fillcommentcommentscompassconfusedconnectconstruction-coneconstructioncontactscoolcopycredit-cardcropcrosscrowncubedatabasedeletedesigndesktopdiamonddicedinnerdisconnectdocumentdownloaddrawerdreamdropletdumbbellearthediteggellipsisenter-downenter-leftenter-rightenter-upenterenvelopeevilexcludeexit-downexit-leftexit-rightexit-upexitexpandeye-droppereyefacebookfactoryfeatherfile-audiofile-codefile-imagefile-videofile-zipfilefilm-playfindfirefirst-aidflagflip-horizontalflip-verticalfloppy-diskfolderfootprintframefunnelgamepadgasgeargiftglassglassesgoogleplusgraduationgrin-evilgringroupgungusthamburgerhammerhappy-grinhappyheadsetheart-fillhearthistoryhomeiconsinboxintersectipadiphonekeykeyboardkeyholeknifelablamplaptopleafleave-downleave-leftleave-rightleave-uplibrarylifebuoylighterlightning-boltlinklinkedinlistlocationlocklotusmadmagicmagnetmalletmanmapmedalmeet-downmeet-leftmeet-rightmeet-upmic-mutemicminusmoonmousemovemusic-notemusicmustachemutenavigationneutralnewsoptionsoutletpaint-rollerpaintbrushpairpaper-planepaperclippaperspastepatchpawpenpencilphonephotopicturepinpine-treeplaneplayplaylistplug-cordpluspodiumpowerpresentationprinterprofilepulsepuzzlequestionquote-closequote-openradiorank1rank2rank3receptionrecycleredorefreshregisterreply-allreplyroad-signrocketrulersadscissorsscreensearchshareshieldshipshirtshockedshrinkshufflesignalsitemapskullsmartphonesmilespeed-fastspeed-mediumspeed-slowspell-checksquaresubtractsunsyncsyringetabtablettagtagstargetteacupterminalthumbs-downthumbs-uptickettilestimertoilet-papertonguetoolstrailertraintransmissiontrashtreetrophytrucktvtwitterumbrellaundounlinkunlockuploaduserusersvolume-highvolume-lowvolume-mediumvolumewarningwheelchairwifiwinkwomanwonderingwrenchzoom-inzoom-out

Invest in A Show For A Change

Socially conscious entertainment company

  • $57,500Amount raised
  • $1,000Minimum
  • $3,000,000Valuation cap

Purchased securities are not currently tradeable. Expect to hold your investment until the company lists on a national exchange or is acquired.

A Show For A Change is offering securities under both Regulation D and Regulation CF through SI Securities, LLC ("SI Securities"). SI Securities is an affiliate of SeedInvest Technology, LLC, a registered broker-dealer, and member FINRA/SIPC. SI Securities will receive cash compensation equal to 7.50% of the value of the securities sold and equity compensation equal to 5.00% of the number of securities sold. Investments made under both Regulation D and Regulation CF involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest. Furthermore, the contents of the Highlights, Term Sheet sections have been prepared by SI Securities and shall be deemed broker-dealer communications subject to FINRA Rule 2210 (the “Excluded Sections”). With the exception of the Excluded Sections noted above, this profile contains offering materials prepared solely by A Show For A Change without the assistance of SI Securities, and not subject to FINRA Rule 2210 (the “Issuer Profile”). The Issuer Profile may contain forward-looking statements and information relating to, among other things, the company, its business plan and strategy, and its industry. Investors should review the risks and disclosures in the offering's draft. The contents of this profile are meant to be a summary of the information found in the company’s Form C. Before making an investment decision, investors should review the company’s Form C for a complete description of its business and offering information, a copy of which may be found both here and below.


Company Highlights

  • Founder & President Jared Milrad is a longtime socially conscious advocate. To provide legal services to low-income families, he previously founded Civic Legal Corps, which received Letters of Support from U.S. Supreme Court Justice Sandra Day O’Connor (Ret.), Peter Buffett of NoVo Foundation (backed by Warren Buffett), and Harvard Law School Dean Martha Minow.
  • Acquired a global library of award-winning impact content, including an Oscar-nominated film and projects recognized at Cannes Film Festival and other global festivals.
  • President previously worked as a legal associate in the White House during the Obama administration where he researched legal filings and judgments, drafted memoranda on legal and political issues, and analyzed litigation involving associated for-profit and non-profit entities.
  • Received 265 submissions from 27 countries for the company's inaugural film festival celebrating socially conscious content that inspires, illuminates, and engages audiences in the transformative power of story.
  • Leadership team is composed of consultants and advisors with experience from Fortune 500 companies, including Warner Bros, Disney, MGM, SAP, GE, NFL, William Morris Endeavor, and Goldman Sachs.

Fundraise Highlights

  • Total Amount Raised: US $57,500
  • Total Round Size: US $1,500,000
  • Raise Description:  Seed
  • Minimum Investment:  US $1,000 per investor
  • Security Type:  Crowd Note
  • Valuation Cap:  US $3,000,000
  • Offering Type:   Side by Side Offering

A Show For A Change is an impact entertainment company that aims to change the world through the power of story. Introducing Movikarma, our global distribution platform that transforms entertainment into action.


The multi-billion-dollar entertainment and charity industries are ripe for a distribution platform that engages audiences and drives impact. Fragmentation in media and entertainment limits connectivity between conscious consumers and filmmakers, while brands, influencers, and charities seek to connect with those same consumers. Recent changes in federal law policy have reduced charitable giving and shrunk the number of households claiming a charitable gift by over half.

That’s where Movikarma comes in. We are building a like-minded community and enabling our audience to support the causes and creators connected to the content they care about most.

Movikarma is a powerful mobile and web impact entertainment platform with numerous revenue streams, including subscriptions, advertising, in-platform donations, and purchases of sustainable products.

We deliver inspiring films and with a call to action, empower you to make an impact. Donate to a charity or support a conscious filmmaker - it’s all part of the Movikarma experience.

Movikarma has acquired award-winning content - like our exclusive Oscar-nominated film, ASAD - that will move and inspire you to act, while also supporting independent filmmakers who are changing the world.

We already have traction, including relationships with Hollywood influencers, global charities, and leading brands with a mission. While most of our platform and IP was built in-house, we’re proud to partner with TopFan, a leading tech partner that built fan engagement platforms for Fox, Lionsgate, Maroon 5, Carrie Underwood, and many others.

We’ve built a diverse leadership team with top-notch backgrounds at Fortune 500 companies, including Sony, Warner Bros, Disney, AT&T, Paramount, Endeavor, SAP, Westfield, and T-Mobile.

Become a part of A Show For A Change today and transform entertainment into action on Movikarma. 

Pitch Deck

Product & Service

Product Overview

Created by A Show For A Change, Movikarma is a powerful distribution platform targeted primarily at Gen Z and Millennials that monetizes impact entertainment and accelerates charitable giving.

  • Creates and curates engaging narrative content about compelling causes.
  • Partners with mission-aligned brands, influencers and charities, on each project.
  • Provides a video streaming platform for consumers that are interested in conscious content and want to make a tangible impact.
  • Drives charitable impact and monetization through donation integration and a revenue-sharing model with content creators.

Through a scalable, impact-driven ecosystem, Movikarma aims to:

  • Generate revenue and impact via Movikarma subscribers, advertisers, in-platform donations and purchases.
  • Deliver an interactive impact-driven distribution platform for high quality, conscious content.
  • Provide a micro-fundraising and data-driven platform for charities to promote their cause, raise funds, collect valuable data on donors, and increase their audience.
  • Provide a marketing/outreach platform for influencers to promote their cause and increase brand awareness.
  • Provide a marketing/impact platform for conscious brands to increase targeted brand awareness and revenue.
  • In future iterations, use proprietary technologies, such as AI and VR / AR, to customize each user’s experience to maximize engagement and impact, thereby unlocking more benefits for our partners.

Product Features

  • Tiered and affordable subscription model starting at $1.99/month and $2.99/month, with a 7 day free trial. 
  • Advertising model offers users free access and generates revenue from conscious ads. 
  • Content curated by cause includes films, series, and personality-driven projects.
  • Nonprofits, brands, and influencers promote the platform and drive a targeted global audience to our content. Partners receive targeted access to micro-donors, fundraising, merchandising, and analytics.
  • Drives impact with a call to action inspiring consumers to contribute to filmmakers and aligned charities.
  • Filmmakers submit narrative content for distribution on Movikarma and support a charity of their choice.
  • Brands, influencers, and nonprofits sponsor aligned content to increase exposure, awareness and impact while generating revenue.
  • Detailed analytics about donors, contributions, and engagement.

Business Model

Revenue on Movikarma will be generated by subscriptions​, advertising​, and administrative fees on in-platform donations, contributions to filmmakers, and purchases of sustainable products.

As it grows, we believe Movikarma will provide numerous additional monetization opportunities, including patents on our donation integration technology, anonymized user data on charitable giving and engagement, a growing user base for advertisers, and exclusive licensing rights in award-winning content.

Competitive Edge

  • Early to Market
  • Fresh Approach
  • Premium Content
  • Tangible Impact
  • In-Platform Activation
  • Experienced Leadership
  • Unique Purpose

Testimonials

"Icon Media is proud to support A Show For A Change and Movikarma."

- Alex Kushneir, co-founder (with Jay Shetty) of Icon Media

"I'm proud to support A Show For A Change and Movikarma, and to provide my Oscar-nominated film for their exclusive distribution."

- Bryan Buckley, Oscar-nominated director 

"We're especially proud to be partnering with A  Show For A Change."

- Jeffrey Kohn, CEO, TopFan

“It is an honor and a privilege to be a part of the launch of Movikarma."

- Brian Johnson, Emmy-winning producer

"We are honored to be a launch partner with Movikarma."

- Laura Wolf Stein, Challenged Athletes Foundation

"The Movikarma platform is just what the nonprofit sector needs."

- Nekeda Newell Hall, Shoes That Fit

Media Mentions

Team Story

A Show For A Change has a powerhouse leadership team with decades of experience across tech, entertainment, and impact.

Our diverse executive team brings a wealth of executive experience from leading Fortune 500 companies, including Sony, Disney, AT&T, Paramount, Warner Bros, MGM, Endeavor, Goldman Sachs, GE, Westfield, SAP, Hallmark, and T-Mobile. Our team also has ample impact experience and includes a former Peace Corps volunteer in West Africa.

Our founder and president, Jared Milrad, is an accomplished entrepreneur with an extensive impact background. 

The strength of our team demonstrates the growing potential of our vision. As Movikarma grows, we expect that our team will grow with it, building a powerful impact entertainment platform on a global scale. 

We hope you’ll learn more about our inspiring team below - and join us on our change-making journey.

Founders and Officers

Jared Milrad

Founder and President

Jared Milrad is a seasoned entrepreneurial leader adept at launching innovative projects and achieving tangible results. An accomplished filmmaker, advocate, and entrepreneur with more than 10 million views worldwide, Jared worked in the White House during the Obama administration. To help families afford legal services, Jared founded a nationally recognized non-profit organization supported by Peter Buffett of NoVo Foundation (backed by Warren Buffett), U.S. Supreme Court Justice Sandra Day O’Connor (Ret.), and Harvard Law School Dean Martha Minow. He appeared in Hillary Clinton's historic presidential campaign commercials ("Getting Started," "Equal"), and has been profiled by dozens of media outlets around the world, including The New York Times, The Chicago Tribune, BBC News, The Guardian, The Times of London, TIME, MSNBC, CBS, NBC, and ABC News.

Jared holds a law degree from Northeastern University School of Law, a graduate degree from Tufts University, and an undergraduate degree with highest honors from North Carolina State University. He received performance training at the prestigious The Second City Chicago and the Howard Fine Acting Studio in Hollywood. Jared is a proud member of the Screen Actors Guild and AFTRA (SAG-AFTRA) and Summit Series, a curated community of creative entrepreneurs and innovators.

An advocate for social change since the age of 14 who has helped lead service projects on four continents, Jared lives in Long Beach, CA, where he was a first-time candidate for City Council endorsed by actor Kal Penn. Jared and his husband, Nate, are proud parents of their adopted dog, Oliver.

Jared Milrad

Founder and President

Jared Milrad is a seasoned entrepreneurial leader adept at launching innovative projects and achieving tangible results. An accomplished filmmaker, advocate, and entrepreneur with more than 10 million views worldwide, Jared worked in the White House during the Obama administration. To help families afford legal services, Jared founded a nationally recognized non-profit organization supported by Peter Buffett of NoVo Foundation (backed by Warren Buffett), U.S. Supreme Court Justice Sandra Day O’Connor (Ret.), and Harvard Law School Dean Martha Minow. He appeared in Hillary Clinton's historic presidential campaign commercials ("Getting Started," "Equal"), and has been profiled by dozens of media outlets around the world, including The New York Times, The Chicago Tribune, BBC News, The Guardian, The Times of London, TIME, MSNBC, CBS, NBC, and ABC News.

Jared holds a law degree from Northeastern University School of Law, a graduate degree from Tufts University, and an undergraduate degree with highest honors from North Carolina State University. He received performance training at the prestigious The Second City Chicago and the Howard Fine Acting Studio in Hollywood. Jared is a proud member of the Screen Actors Guild and AFTRA (SAG-AFTRA) and Summit Series, a curated community of creative entrepreneurs and innovators.

An advocate for social change since the age of 14 who has helped lead service projects on four continents, Jared lives in Long Beach, CA, where he was a first-time candidate for City Council endorsed by actor Kal Penn. Jared and his husband, Nate, are proud parents of their adopted dog, Oliver.

Key Team Members

David Malonson

Director of Finance (consultant)

Dennis Baliton

Director of Technology (consultant)

Arman Musaji

Senior UI/UX Designer (consultant)

Courtney Coffey

Social Media Manager (consultant)

Rebecca Pollock

Director of Content and Partnerships (consultant)

Aline Grunwald

SVP, Legal and Business Affairs (consultant)

Susan Brooker

Director of Content Management and Distribution (consultant)

Molly Kronberg

EVP, Partnerships and Strategy (consultant) | Board Advisor

Nabeela Abidi

Full Stack Developer (consultant)

Notable Advisors & Investors

Matthew Schuster

Advisor, Board Advisor

Tashion Macon

Advisor, Board Advisor

Kiana Madani

Advisor, Board Advisor

Term Sheet

A Side by Side offering refers to a deal that is raising capital under two offering types. If you plan on investing less than US $20,000.00, you will automatically invest under the Regulation CF offering type. If you invest more than US $20,000.00, you must be an accredited investor and invest under the Regulation D offering type.

Fundraising Description

  • Round type:
    Seed

  • Round size:
    US $1,500,000

  • Raised to date:
    US $57,500
    US $7,500 (under Reg CF only)

  • Minimum investment:
    US $1,000

  • Target Minimum:
    US $300,000
  • Key Terms

  • Security Type:
    Crowd Note

  • Conversion discount:
    20.0%

  • Valuation Cap:
    US $3,000,000

  • Interest rate:
    5.0%

  • Note term:
    18 months
  • Additional Terms

  • Custody of Shares

    Investors who invest $50,000 or less will have their securities held in trust with a Custodian that will serve as a single shareholder of record. These investors will be subject to the Custodian’s Account Agreement, including the electronic delivery of all required information. 


  • Closing conditions:
    While A Show For A Change has set an overall target minimum of US $300,000 for the round, A Show For A Change must raise at least US $25,000 of that amount through the Regulation CF portion of their raise before being able to conduct a close on any investments below $20,000. For further information please refer to A Show For A Change's Form C.

  • Regulation CF cap:
    While A Show For A Change is offering up to US $1,500,000 worth of securities in its Seed, only up to US $1,070,000 of that amount may be raised through Regulation CF.

  • Transfer restrictions:
    Securities issued through Regulation CF have a one year restriction on transfer from the date of purchase (except to certain qualified parties as specified under Section 4(a)(6) of the Securities Act of 1933), after which they become freely transferable. While securities issued through Regulation D are similarly considered "restricted securities" and investors must hold their securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available.

  • Use of Proceeds

    Investor Perks

    Be a Movikarma Early Bird Investor (must invest at least $1,000 by 11:59pm on September 13th) and receive an automatic one level upgrade to the next Perks Package!

    $1,000 - $4,999: Activist Package

    • Free 1-month subscription to Movikarma
    • Movikarma t-shirt
    • Optional social media shout-out

    $5,000 - $19,999: Leader Package

    • Free 3-month subscription to Movikarma
    • Movikarma t-shirt
    • Optional social media shout-out
    • 2 standard tickets to an upcoming Movikarma event
    • A named gift to a charity of your choice on Movikarma

    $20,000 - $49,999: Champion Package

    • Free 3-month subscription to Movikarma
    • Movikarma t-shirt or swag of your choice
    • Optional social media shout-out
    • A personalized thank you from a Movikarma Hollywood influencer
    • A named gift to a charity of your choice on Movikarma

    • A phone call with the Founder and executive team in Los Angeles

    • 2 VIP tickets to an upcoming Movikarma event

    • Membership in the Movikarma Impact Circle, an invitation-only advisory board for global changemakers

    $50,000 - $99,999: Changemaker Package

    • Free 6-month subscription to Movikarma
    • 2 Movikarma t-shirts or swag items of your choice
    • Optional social media shout-out
    • A personalized thank you from a Movikarma Hollywood influencer
    • A named gift to a charity of your choice on Movikarma
    • 4 VIP tickets to an upcoming Movikarma event
    • Membership in the Movikarma Impact Circle, an invitation-only advisory board for global changemakers
    • An in-person meeting with the Founder and Executive Team in Los Angeles

    $100,000+: Gamechanger Package

    • Free 1 year subscription to Movikarma
    • 4 Movikarma t-shirts or swag items of your choice
    • Optional social media shout-out
    • A personalized thank you from a Movikarma Hollywood influencer
    • A named gift to a charity of your choice on Movikarma
    • 4 VIP tickets to an upcoming Movikarma event
    • Membership in the Movikarma Impact Circle, an invitation-only advisory board for global changemakers
    • An in-person meeting with the Founder and Executive Team in Los Angeles
    • Fit for a foodie plant-based dinner with the Founder and Executive Team in Los Angeles

    It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.

    Market Landscape

    Market Size

    Movikarma operates in a multi-billion dollar market.

    Revenue from paid video streaming services is expected to increase 25% year-over-year to $17.7 Billion for 2019, and $21.94 Billion in 2020.

    In 2018, the domestic box office was $11.9 billion and U.S. charitable giving by individuals totaled $286 million. Globally, the box office in 2018 generated $41.7 billion in revenue and $410 billion+ was donated by individuals to charity in 2017. Clearly, entertainment and charitable giving are lucrative industries, and there is substantial opportunity for a targeted, scalable product in these markets.

    The new field of Social Impact Entertainment (SIE) is growing into a sizable market. In 2017, Participant Media, which produces theatrical socially conscious films - generated $11.5 million+ in revenue. Likewise, Omaze - which provides celebrity experiences for charity - raised over $100 million for 400 charities between 2012-18.

    Target Market

    Our primary target audience of Gen Z and Millennials exceeds 148 million people in the U.S. In 2018, Gen Z Americans watched on average 68 videos per day, and we expect this number to grow. 72 percent of all video is now viewed on a mobile device. Making online donations is the preferred method of charitable giving for Gen Z and Millennials.

    Our broader target audience also cares deeply about social causes and wants to put their time - and money - to support them. According to a 2015 study by Cone Communications, 90% of Millennials would switch brands to one associated with a cause, and 71% of Millennials prefer brands that drive social change.

    Competitive Landscape

    We differentiate ourselves with the below features that Movikarma will offer:

    • Narrative content
    • Fundraising platform
    • Social impact-focused
    • Subscriber-driven
    • Partnerships (charities, etc.)
    • Filmmaker revenue
    • In-platform merchandising

    Risks and Disclosures

    Risks Related to the Company’s Business and Industry

    We have not prepared any audited financial statements. Therefore, you have no audited financial information regarding the Company’s capitalization or assets or liabilities on which to make your investment decision. If you feel the information provided is insufficient, you should not invest in the Company.

    The Company is pre-revenue and may not be successful in its efforts to grow and monetize its product. It has limited operating capital and for the foreseeable future will be dependent upon its ability to finance operations from the sale of equity or other financing alternatives. There can be no assurance that the Company will be able to successfully raise operating capital. The failure to successfully raise operating capital, and the failure to effectively monetize its products, could result in bankruptcy or other event which would have a material adverse effect on the Company and the value of its shares. The Company has limited assets and financial resources, so such adverse event could put investors’ dollars at significant risk.

    The Company’s success depends on the experience and skill of the board of directors, its executive officers, and key team members. In particular, the Company is dependent on Jared Milrad. Currently there are no full-time employees in the Company. There can be no assurance that the key team members will continue to work on the Company for a particular period of time. The loss of the Company's key employees or any member of the board of directors or executive officer could harm the Company’s business, financial condition, cash flow and results of operations.

    The development and commercialization of the Company’s products and services are highly competitive. It faces competition with respect to any products and services that it may seek to develop or commercialize in the future. Its competitors include major companies worldwide. Many of the Company’s competitors have significantly greater financial, technical and human resources and may have superior expertise in research and development and marketing approved services and thus may be better equipped than the Company to develop and commercialize services. These competitors also compete with the Company in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, the Company’s competitors may commercialize products more rapidly or effectively than the Company is able to, which would adversely affect its competitive position, the likelihood that its services will achieve initial market acceptance and its ability to generate meaningful additional revenues from its products and services.

    The Company has no history upon which an evaluation of its prospects and future performance can be made. Its proposed operations are subject to all business risks associated with new enterprises. The likelihood of its creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the inception of a business, operation in a competitive industry, and the continued development of advertising, promotions, and a corresponding client base. There can be no assurances that the Company will ever operate profitably. You should consider the Company's business, operations and prospects in light of the risks, expenses, and challenges faced as an early-stage company.

    The Company’s cash position is relatively weak. The Company currently has only $986 in cash balances as of August 12, 2019. The Company could be harmed if it is unable to meet its cash demands, and the Company may not be able to continue operations if they are not able to raise additional funds.

    The Company must correctly predict, identify, and interpret changes in consumer preferences and demand, offer new updates to meet those changes, and respond to competitive innovation. Consumer preferences for the Company's products change continually. Its success depends on its ability to predict, identify, and interpret the tastes and habits of consumers and to offer products that appeal to consumer preferences. If the Company does not offer products that appeal to consumers, its sales and market share will decrease. It must distinguish between short-term fads, mid-term trends, and long-term changes in consumer preferences. If the Company does not accurately predict which shifts in consumer preferences will be long-term, or if it fails to introduce new and improved products to satisfy those preferences, its sales could decline. In addition, because of its varied customer base, it must offer an array of products that satisfy the broad spectrum of consumer preferences. If the Company fails to expand its product offerings successfully across product categories, or if it does not rapidly develop products in faster growing and more profitable categories, demand for its products could decrease, which could materially and adversely affect its product sales, financial condition, and results of operations.

    In addition, achieving growth depends on its successful development, introduction, and marketing of innovative new products and line extensions. Successful innovation depends on its ability to correctly anticipate customer and consumer acceptance, to obtain, protect and maintain necessary intellectual property rights, and to avoid infringing the intellectual property rights of others and failure to do so could compromise its competitive position and adversely impact its business

    The Company's president will be paid a high salary post-raise. The Company’s president is not currently being paid a salary. However, post-raise, his planned salary will be high relative to the stage of the Company’s business, and his personnel costs will represent a significant portion of the Company’s operating expenses. High executive compensation results in a higher overall salary burn, which in turn shortens the runway for achieving desired traction and company milestones. High executive compensation can leave a negative impression with new or potential investors who may believe that conservatively compensated founders are more focused on driving towards the long-term success of the business. It may therefore negatively impact the ability of the Company to raise funds.  

    The Company has conducted transactions with a related-party. The Company’s president loaned $10,000 to the Company, without executing a formal agreement. Although he will not be paid back with the proceeds of this Offering, he will be paid $2,000 per month for 5 months when Company generates a gross revenue of $10,000 or greater in any month. No interest will be assessed. 

    The Company does not have an employment contract in place with any of its team members. Employment agreements typically provide protections to the Company in the event of the employee’s departure, specifically addressing who is entitled to any intellectual property created or developed by those employees in the course of their employment and covering topics such as non-competition and non-solicitation. As a result, if these team members were to leave the Company, the Company might not have any ability to prevent them from joining a direct competitor, or have any legal right to intellectual property created during their employment. There is no guarantee that an employment agreement will be entered into.

    Risks Related to the Securities

    The Crowd Notes will not be freely tradable until one year from the initial purchase date. Although the Crowd Notes may be tradable under federal securities law, state securities regulations may apply and each Purchaser should consult with his or her attorney. You should be aware of the long-term nature of this investment. There is not now and likely will not be a public market for the Crowd Notes. Because the Crowd Notes have not been registered under the 1933 Act or under the securities laws of any state or non-United States jurisdiction, the Crowd Notes have transfer restrictions under Rule 501 of Regulation CF. It is not currently contemplated that registration under the 1933 Act or other securities laws will be effected. Limitations on the transfer of the Crowd Notes may also adversely affect the price that you might be able to obtain for the Crowd Notes in a private sale. Purchasers should be aware of the long-term nature of their investment in the Company. Each Purchaser in this Offering will be required to represent that it is purchasing the Securities for its own account, for investment purposes and not with a view to resale or distribution thereof.

    We are selling convertible notes that will convert into shares or result in payment in limited circumstances. These notes only convert or result in payment in limited circumstances. If the Crowd Notes reach their maturity date, investors (by a decision of the Crowd Note holders holding a majority of the principal amount of the outstanding Crowd Notes) will either (a) receive payment equal to the total of their purchase price plus outstanding accrued interest, or (b) convert the Crowd Notes into shares of the Company’s most senior class of preferred stock, and if no preferred stock has been issued, then shares of Company’s common stock (provided the Company has converted into a C-Corporation). If there is a merger, buyout or other corporate transaction that occurs before a qualified equity financing, investors will receive a payment of the greater of their purchase price plus outstanding interest, the amount of preferred shares they would have been able to purchase using the valuation cap (if the Company has converted into a C-Corporation prior), or, if the Company has not converted into a C-Corporation at that time, payment equal to the cash value of such preferred shares had the notes converted into preferred shares. If there is a qualified equity financing (an initial public offering registered under the 1933 Act or a financing using preferred shares), the notes will convert into a yet to-be-determined class of preferred stock, provided the Company has converted into a C-Corporation. If the notes convert because they have reached their maturity date, the notes will convert based on a $3,000,000 valuation cap. If the notes convert due to a qualified equity financing, the notes will convert at a discount of 20%, or based on a $3,000,000 valuation cap. This means that investors would be rewarded for taking on early risk compared to later investors. Outside investors at the time of conversion, if any, might value the Company at an amount well below the $3,000,000 valuation cap, so you should not view the $3,000,000 as being an indication of the Company’s value.

    We have not assessed the tax implications of using the Crowd Note. To the extent permitted by generally accepted accounting and tax principles, the Company and investors will treat, account and report the Crowd Note as debt and not equity for accounting and tax purposes and with respect to any returns filed with federal, state or local tax authorities. However, because the Crowd Note is a type of debt security, there has been inconsistent treatment under state and federal tax law as to whether securities like the Crowd Note can be considered a debt of the Company, or the issuance of equity. Investors should consult their tax advisers.

    The Crowd Note contains dispute resolution provisions which limit your ability to bring class action lawsuits or seek remedy on a class basis. By purchasing a Crowd Note this Offering, you agree to be bound by the dispute resolution provisions found in Section 6 of the Crowd Note. Those provisions apply to claims regarding this Offering, the Crowd Notes and possibly the securities into which the Crowd Note are convertible. Under those provisions, disputes under the Crowd Note will be resolved in arbitration conducted in Delaware. Further, those provisions may limit your ability to bring class action lawsuits or similarly seek remedy on a class basis.

    You may have limited rights. The Company has not yet authorized preferred stock, and there is no way to know what voting rights those securities will have. In addition, as an investor in the Regulation CF offering you will be considered a Non-Major Investor (as defined below) under the terms of the notes offered, and therefore, you have more limited information rights.

    You will be bound by an investor proxy agreement which limits your voting rights. As a result of purchasing the notes, all Non-Major Investors (including all investors investing under Regulation CF) will be bound by an investor proxy agreement. This agreement will limit your voting rights and at a later time may require you to convert your future preferred shares into common shares without your consent. Non-Major Investors will be bound by this agreement, unless Non-Major Investors holding a majority of the principal amount outstanding of the Crowd Notes (or majority of the shares of the preferred equity the notes will convert into) held by Non-Major Investors vote to terminate the agreement.

    A majority of the Company is owned by a small number of owners. Prior to the Offering, the Company’s current owners of 20% or more of the Company’s outstanding voting securities beneficially own up to 60% of the Company’s voting securities. Subject to any fiduciary duties owed to our other owners or investors under Delaware law, these owners may be able to exercise significant influence over matters requiring owner approval, including the election of directors or managers and approval of significant Company transactions, and will have significant control over the Company’s management and policies. Some of these persons may have interests that are different from yours. For example, these owners may support proposals and actions with which you may disagree. The concentration of ownership could delay or prevent a change in control of the Company or otherwise discourage a potential acquirer from attempting to obtain control of the Company, which in turn could reduce the price potential investors are willing to pay for the Company. In addition, these owners could use their voting influence to maintain the Company’s existing management, delay or prevent changes in control of the Company, or support or reject other management and board proposals that are subject to owner approval.

    General Risks and Disclosures

    Start-up investing is risky. Investing in startups is very risky, highly speculative, and should not be made by anyone who cannot afford to lose their entire investment. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup or early-stage venture often relies on the development of a new product or service that may or may not find a market. Before investing, you should carefully consider the specific risks and disclosures related to both this offering type and the company which can be found in this company profile and the documents in the data room below.

    Your shares are not easily transferable. You should not plan on being able to readily transfer and/or resell your security. Currently there is no market or liquidity for these shares and the company does not have any plans to list these shares on an exchange or other secondary market. At some point the company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a "liquidation event" occurs. A "liquidation event" is when the company either lists their shares on an exchange, is acquired, or goes bankrupt.

    The Company may not pay dividends for the foreseeable future. Unless otherwise specified in the offering documents and subject to state law, you are not entitled to receive any dividends on your interest in the Company. Accordingly, any potential investor who anticipates the need for current dividends or income from an investment should not purchase any of the securities offered on the Site.

    Valuation and capitalization. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold.

    You may only receive limited disclosure. While the company must disclose certain information, since the company is at an early-stage they may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long history. The company may also only obligated to file information periodically regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events — through continuing disclosure that you can use to evaluate the status of your investment.

    Investment in personnel. An early-stage investment is also an investment in the entrepreneur or management of the company. Being able to execute on the business plan is often an important factor in whether the business is viable and successful. You should be aware that a portion of your investment may fund the compensation of the company's employees, including its management. You should carefully review any disclosure regarding the company's use of proceeds.

    Possibility of fraud. In light of the relative ease with which early-stage companies can raise funds, it may be the case that certain opportunities turn out to be money-losing fraudulent schemes. As with other investments, there is no guarantee that investments will be immune from fraud.

    Lack of professional guidance. Many successful companies partially attribute their early success to the guidance of professional early-stage investors (e.g., angel investors and venture capital firms). These investors often negotiate for seats on the company's board of directors and play an important role through their resources, contacts and experience in assisting early-stage companies in executing on their business plans. An early-stage company may not have the benefit of such professional investors.

    Representatives of SI Securities, LLC are affiliated with SI Advisors, LLC ("SI Advisors") Representatives of SI Securities, LLC are affiliated with SI Advisors, LLC ("SI Advisors"). SI Advisors is an exempt investment advisor that acts as the General Partner of SI Selections Fund I, L.P. ("SI Selections Fund"). SI Selections Fund is an early stage venture capital fund owned by third-party investors. From time to time, SI Selections Fund may invest in offerings made available on the SeedInvest platform, including this offering. Investments made by SI Selections Fund may be counted towards the total funds raised necessary to reach the minimum funding target as disclosed in the applicable offering materials.

    A Show For A Change's Form C

    The Form C is a document the company must file with the Securities and Exchange Commission, which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.

    Download A Show For A Change's  Form C

    Frequently Asked Questions

    About Side by Side Offerings
    What is Side by Side?

    A Side by Side offering refers to a deal that is raising capital under two offering types. This Side by Side offering is raising under Regulation CF and Rule 506(c) of Regulation D.


    What is a Form C?

    The Form C is a document the company must file with the Securities and Exchange Commission (“SEC”) which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.

    Before making any investment decision, it is highly recommended that prospective investors review the Form C filed with the SEC (included in the company's profile) before making any investment decision.


    What is Rule 506(c) under Regulation D?

    Rule 506(c) under Regulation D is a type of offering with no limits on how much a company may raise. The company may generally solicit their offering, but the company must verify each investor’s status as an accredited investor prior to closing and accepting funds. To learn more about Rule 506(c) under Regulation D and other offering types check out our blog and academy.


    What is Reg CF?

    Title III of the JOBS Act outlines Reg CF, a type of offering allowing private companies to raise up to $1 million from all Americans. Prior capital raising options limited private companies to raising money only from accredited investors, historically the wealthiest ~2% of Americans. Like a Kickstarter campaign, Reg CF allows companies to raise funds online from their early adopters and the crowd. However, instead of providing investors a reward such as a t-shirt or a card, investors receive securities, typically equity, in the startups they back. To learn more about Reg CF and other offering types check out our blog and academy.


    Making an Investment in A Show For A Change
    How does investing work?

    When you complete your investment on SeedInvest, your money will be transferred to an escrow account where an independent escrow agent will watch over your investment until it is accepted by A Show For A Change. Once A Show For A Change accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to A Show For A Change in exchange for your securities. At that point, you will be a proud owner in A Show For A Change.


    What will I need to complete my investment?

    To make an investment, you will need the following information readily available:

    1. Personal information such as your current address and phone number
    2. Employment and employer information
    3. Net worth and income information
    4. Social Security Number or passport
    5. ABA bank routing number and checking account number (typically found on a personal check or bank statement)

    If you are investing under Rule 506(c) of Regulation D, your status as an Accredited Investor will also need to be verified and you will be asked to provide documentation supporting your income, net worth, revenue, or net assets or a letter from a qualified advisor such as a Registered Investment Advisor, Registered Broker Dealer, Lawyer, or CPA.


    How much can I invest?

    An investor is limited in the amount that he or she may invest in a Reg CF offering during any 12-month period:

    • If either the annual income or the net worth of the investor is less than $100,000, the investor is limited to the greater of $2,000 or 5% of the lesser of his or her annual income or net worth.
    • If the annual income and net worth of the investor are both greater than $100,000, the investor is limited to 10% of the lesser of his or her annual income or net worth, to a maximum of $100,000.

    Separately, A Show For A Change has set a minimum investment amount of US $1,000.

    Accredited investors investing $20,000 or over do not have investment limits.


    After My Investment
    What is my ongoing relationship with the Issuer?

    You are a partial owner of the company, you do own securities after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.

    In certain circumstances a company may terminate its ongoing reporting requirement if:

    1. The company becomes a fully-reporting registrant with the SEC
    2. The company has filed at least one annual report, but has no more than 300 shareholders of record
    3. The company has filed at least three annual reports, and has no more than $10 million in assets
    4. The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
    5. The company ceases to do business

    However, regardless of whether a company has terminated its ongoing reporting requirement per SEC rules, SeedInvest works with all companies on its platform to ensure that investors are provided quarterly updates. These quarterly reports will include information such as: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) any notable press and news.


    How can I sell my securities in the future?

    Currently there is no market or liquidity for these securities. Right now A Show For A Change does not plan to list these securities on a national exchange or another secondary market. At some point A Show For A Change may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when A Show For A Change either lists their securities on an exchange, is acquired, or goes bankrupt.


    How do I keep track of this investment?

    You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement. If invested under Regulation CF you may also receive periodic updates from the company about their business, in addition to monthly account statements.


    Other General Questions
    What is this page about?

    This is A Show For A Change's fundraising profile page, where you can find information that may be helpful for you to make an investment decision in their company. The information on this page includes the company overview, team bios, and the risks and disclosures related to this investment opportunity. If the company runs a side by side offering that includes an offering under Regulation CF, you may also find a copy of the A Show For A Change's Form C. The Form C includes important details about A Show For A Change's fundraise that you should review before investing.


    How can I (or the company) cancel my investment under Regulation CF?

    For offerings made under Regulation CF, you may cancel your investment at any time up to 48 hours before a closing occurs or an earlier date set by the company. You will be sent a reminder notification approximately five days before the closing or set date giving you an opportunity to cancel your investment if you had not already done so. Once a closing occurs, and if you have not canceled your investment, you will receive an email notifying you that your securities have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, you may go to your account's portfolio page by clicking your profile icon in the top right corner.


    What if I change my mind about investing?

    If you invest under any other offering type, you may cancel your investment at any time, for any reason until a closing occurs. You will receive an email when the closing occurs and your securities have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your account's portfolio page by clicking your profile icon in the top right corner.