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Invest in Adistry

Sales platform removing the grunt work of selling and managing advertising campaigns and conference sponsorships.

  • $53,000Amount raised
  • $1,000Minimum
  • $5,000,000Valuation cap

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

Share:

Adistry 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 Adistry 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

  • Strategic investors include Canty Ventures, Acceleprise, Right Side Capital, and more.
  • Key customers using the platform include the Maven Coalition, Cannabis Club TV, and Being Liberal.
  • Media mentions from Forbes, Newsweek, and Boston Globe.
  • Over $12k in monthly recurring revenue as of September 2018 (not reviewed by CPA).
  • Team includes a former senior developer at Betfair and a former board member of IAB, founding executive at CNN.com, and SVP of Turner Interactive Sales.

Fundraise Highlights

  • Total Amount Raised: US $53,000
  • Total Round Size: US $1,070,000
  • Raise Description:  Seed
  • Minimum Investment:  US $1,000 per investor
  • Security Type:  Crowd Note
  • Valuation Cap:  US $5,000,000
  • Offering Type:   Side by Side Offering

Sales automation platform aiming to remove the grunt work of selling and managing advertising campaigns and conference sponsorships.


We believe the landscape for media companies has changed dramatically over the last few years. New forms of advertising are constantly hitting the industry, ad-free content is becoming more ubiquitous, and consumers have become adept at blocking online ads. However, the process of selling direct advertising and conference sponsorships hasn’t evolved with the times. With the sales process becoming more confusing and expensive, it has become increasingly difficult for media businesses to keep a healthy bottom line.

After working with publishers of all sizes, we saw the pain points that came with selling media.

We built Adistry to help media companies easily diversify and scale their sales. No matter if they’re a website, podcast, newsletter, or conference, our purpose is to help make the process of buying and selling ads a lot less stressful on businesses with limited resources.

With Adistry, we want to help media companies get more leads and sales, and advertisers rest assured that they’ve bought the most effective advertising campaign for their needs.

We have a full onboarding schedule and are continually bringing new clients into the pipeline. With two engineers and our co-founder, Meghan, as our only person spearheading sales, we are at $12k in MRR. Our goal is to raise enough funds to hire a sales team and more engineering talent to scale Adistry to the next level.

Product & Service

How It Works

Our core platform, which includes strategic integrations into business tools like CRMs, mail servers, ad servers, digital signing, and bookkeeping software, is designed to drastically cut down on the dozens of conversations a campaign typically needs to be completed.

Our process is just three simple steps:

  1. Discover: We work with publishers and advertisers to help each campaign quickly find the perfect home.
  2. Once a business or agency has found the best advertising opportunity, they purchase it directly from the media companies website.
  3. Our free campaign management suite makes it easy to stay on top of ad campaigns, upload the creatives, and communicate effortlessly.

For media companies, we provide an easy way for publishers to directly engage with advertisers using our e-commerce ready digital sales profiles. 

For advertisers, we make it simple to purchase directly from a media companies website or they can come to Adistry's Marketplace to begin working with niche to mainstream media companies and conferences. 

Business Model

Our revenue model is SaaS plus commission. Our media publishers pay us a monthly fee of $29 - $399*, and we take a percentage of each sale. Our self-service business development tools help our customers make more money. When they win, Adistry wins as well.

*The Company is currently charging $129 for its highest tier. The $399 is a forward-looking price point for when the Company launches all the features and updates. 

Growth Plan

We’re taking a vertical strategy to our growth plan. We are currently laser-focused on beachhead markets where Google and other large advertising platforms have been very reluctant to enter such as crypto, gambling, and cannabis. Our goal is to become the leader in those markets and to use that momentum and cash flow to engage larger mainstream platform partners.

Utilizing Machine Learning

There is a land grab for 'data’ going on in almost every industry. However, most companies have a difficult time finding scalable revenue growth. The companies that succeed solve a real problem where the information they gather is woven into their platform as an integral part of their business and their customers benefit from it.

Adistry has full access to the data of the startups we work with and the media organizations covering them. We can start collecting their return on marketing investments, the brand they are crafting, how their customers respond, their sales metrics, and more. With the access to this data, our ability to automate previously unscalable ad inventory, and our background in machine learning projects, we believe we can build a platform that can shape the next decade of the media and advertising landscape that is inclusive of regulated and niche industries.

Adistry Is SalesTech

Adistry is best described as SalesTech for media companies and conferences. We don’t design advertisements or sell tickets. We empower our publishers through sales automation. We have differentiated ourselves by automating high touch areas of the sales funnel directly into the publisher's sites and throughout their entire sales cycle. 

Media Mentions

Team Story

Meghan and Daniel have been collaborating on projects for over eight years. Their passion is finding ways to scale small businesses and companies, especially in the crypto, cannabis, and gambling industries.

Daniel got his start working as a developer at a media agency then secured a senior engineering role at Betfair, one of the largest gambling exchange in the world. He became extremely knowledgeable of the gambling industry and the nuances that come with working in a regulated industry.

Meanwhile, in Colorado, Meghan was helping small businesses build their media plans and execute on media buys. She found a number of issues in trying to help small companies place non-Facebook or Google ads. It was always the same: they lacked the capital to be able to advertise on a large scale, and because many of them were niche companies, it was much harder for them to be accepted on larger media platforms.

Consulting with a few publishers, Meghan found that their sales processes just weren’t scalable to accept these smaller, niche advertisers en masse. 

 After analyzing this problem, the two combined forces and built Adistry to help companies in niche industries have a fair shot at growing their businesses through advertising. 

Founders and Officers

Meghan has over 9-years of experience marketing SMB’s and monetizing media organizations. 

Meghan Larson

CEO

Meghan has over 9-years of experience marketing SMB’s and monetizing media organizations. 

Daniel is a full-stack developer with over 15-years of experience. He specializes in marketing automation and machine learning technologies. 

Daniel Cox

CTO

Daniel is a full-stack developer with over 15-years of experience. He specializes in marketing automation and machine learning technologies. 

Richy Glassberg

Board Member/ Executive Chairman

An investor introduced Richy to the team in 2016. As a co-founder of the Interactive Advertising Bureau (IAB) and a serial digital advertising entrepreneur that has lead seven large startups, Richy immediately resonated with Adistry’s vision.

Richy Glassberg

Board Member/ Executive Chairman

An investor introduced Richy to the team in 2016. As a co-founder of the Interactive Advertising Bureau (IAB) and a serial digital advertising entrepreneur that has lead seven large startups, Richy immediately resonated with Adistry’s vision.

Key Team Members

Robbie Cruse

Senior Engineer

Q&A with the Founder

  • When were you founded and incorporated? 

    Daniel and Meghan came up with the Adistry concept and name on July 24th of 2014. We incorporated as an LLC and secured the web domains. We incorporated as a Colorado C-corp on September 16th, 2015.

  • Please detail your historical product road map from inception - YTD. 

    January 2016 - May 2017: We built out our Marketplace technology and focused selling to media buyers (agencies and brands). We had a difficult time scaling our profit to a sustainable amount.

    May 2017 - August 2017 : After media buyer and seller interviews, we began building out our media organization-focused technology. We launched our self-serve MVP technology with five media publishers.

    August 2017 - December 2017 : Daniel and Meghan built our campaign manager section and heavily improved the self-serve section.

    January 2018 - March 2018 : Daniel and Meghan were still the only two employees at Adistry. We released a slew of features and upgrades during Q1 2018.

    April 2018 - June 2018: Robbie joined our team, and we released multiple integrations and our proposal generator. We also created and launched a custom integration for The Maven.

    June 2018 - YTD: We are building out a new campaign manager and many more integrations. We are also in the process of creating a new profile designer. Our goal is to decrease the average time of onboarding a new media company from 60-minutes to 15-minutes.

  • How many full-time employees (including founders) do you expect to have post-raise?

    We plan to hire a UI/UX engineer, copywriter, marketer, six sales team members, and an additional full-stack engineer. 

  • Please detail your IP and patents filed/granted.

    We do not currently have any patents filed, but we plan to file in the future.

  • Who do you view as your closest competitors and what key factors differentiate yourselves? 

    First and foremost we run into status quo. Media publishers and conferences have a purely sales-led, hands-on process of selling direct placements. We believe, our closest indirect competition is DanAds. They are in the category of Programmatic Direct. Currently, they are focused on display and text ads and do not have the infrastructure we have built to automate direct sales for alternative advertising. 

  • The Q&A with the Founder is based on due diligence activities conducted by SI Securities, LLC. The verbal and/or written responses transcribed above may have been modified to address grammatical, typographical, or factual errors, or by special request of the company to protect confidential information.

    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 $1,070,000

  • Raised to date:
    US $53,000
    US $3,000 (under Reg CF only)

  • Minimum investment:
    US $1,000

  • Target Minimum:
    US $375,000
  • Key Terms

  • Security Type:
    Crowd Note

  • Conversion discount:
    6.0%

  • Valuation Cap:
    US $5,000,000

  • Interest rate:
    20.0%

  • Note term:
    24 months
  • Additional Terms

  • Investor Proxy Agreement

    All non-Major Purchasers will be subject to an Investment Proxy Agreement "IPA". The IPA will authorize SeedInvest to act as representative for each non-Major Purchaser and take certain actions for their benefit and on their behalf. Please see a copy of the IPA included with the Company's offering materials for additional details.


  • Closing conditions:
    While Adistry Inc has set an overall target minimum of US $375,000 for the round, Adistry Inc 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 Adistry Inc's Form C.

  • 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

    $1k Tier: Receive an eco-friendly canvas tote

    $5k Tier: Your Adistry canvas tote + Zip Hoodie

    $25k Tier: Join our co-founders for dinner in Boulder + All the above.

    $50k Tier: $1000 media campaign for you or one of your portfolio companies + All of the above.

    $100k Tier: Quarterly call with our co-founder Meghan + All the above.

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

    Prior Rounds

    The graph below illustrates the valuation cap or the pre-money valuation of Adistry's prior rounds by year.


    This chart does not represent guarantees of future valuation growth and/or declines.

    Pre-Seed

  • Round Size
    US $120,000
  • Closed Date
    Jan 14, 2016
  • Security Type
    Common Equity
  • Pre-Seed

  • Round Size
    US $387,500
  • Closed Date
    Feb 20, 2018
  • Security Type
    Convertible Note
  • Valuation Cap
    US $2,500,000
  • Financial Discussion

    Operations

    Adistry, Inc. (“the Company”) is a corporation organized under the laws of Colorado. The Company is an advertisement company that aids businesses in ad campaigns.

    The financial statements have been prepared on the going concern basis, which assumes that the Company will continue in operation for the foreseeable future. However, management has identified the following conditions and events that created an uncertainty about the ability of the Company to continue as a going concern. The Company recorded net operating losses during the years ended December 31, 2017 and 2016.

    The Company's ability to meet its obligations as they become due is dependent upon the success of management's plans, as described above. These conditions and events create an uncertainty about the ability of the Company to continue as a going concern through October 3, 2019 (one year after the date that the financial statements are available to be issued). The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

    In 2016, the company issued a series of convertible notes payable in exchange for cash for the purpose of funding continuing operations (“the Notes”). The notes accrue interest at the rate of 8% per annum and are payable two years from date of issuance. Maturity dates range from 2018 to 2020. During 2017 and 2016, the Company capitalized approximately $34,612.92 in interest related to the Notes. The Notes are convertible to equity at a discount to the then‐current market price under certain circumstances. They may also be settled in cash at a premium, in lieu of conversion.

    The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, or services have been rendered, the fee for the arrangement is fixed or determinable and collectability is reasonably assured.

    Liquidity and Capital Resources

    The proceeds from the Offering are essential to our operations. We plan to use the proceeds as set forth above under "Use of Proceeds", which is an indispensable element of our business strategy. The Offering proceeds will have a beneficial effect on our liquidity, as we have approximately $34K in cash on hand as of July, 2018 which will be augmented by the Offering proceeds and used to execute our business strategy.

    The Company currently does not have any additional outside sources of capital other than the proceeds from the Combined Offerings.

    Market Landscape

    Advertising Purchased Directly in the USA


    Media sales is a $550B industry, and $147B of it is led by sales teams selling directly in a very hands-on process. This is Adistry’s market.

    Right now, purchasing some forms of advertising through Facebook and Google is a fairly simple and immediate process. However, if you wanted to advertise in the newsletter you read every morning, in the podcast you listen to on your commute, or at the tradeshow you want to exhibit at; prepare for a lengthy sales process. For small and medium-sized businesses who may not have enough bandwidth, Adistry provides a streamlined way to cut through drawn-out sales processes. We are creating a simple way to advertise in not only traditional forms of media, but also emerging platforms that will provide new opportunities for advertisers to reach new customers.

    "Our discussions with leading industry participants suggest that a lack of self-service tools, prohibitive minimum advertising buys, and reliance on direct sales or programmatic platforms that do not cater to small businesses may be restricting the number of advertisers who are aware of and active on all but the most popular platforms. There is room for the further democratization of digital advertising, which may come in the form of the next generation of technological advances."

    -PwC | IAB

    Our mission is to help shape the future of the media industry by bringing our revolutionary technology to both small and large media companies and advertisers.

    Risks and Disclosures

    Risks Related to the Company’s Business and Industry

    The reviewing CPA has included a “going concern” note in the reviewed financials. The financial statements have been prepared on the going concern basis, which assumes that the Company will continue in operation for the foreseeable future. However, management has identified the following conditions and events that created an uncertainty about the ability of the Company to continue as a going concern. The Company recorded net operating losses during the years ended December 31, 2017 and 2016. The Company's ability to meet its obligations as they become due is dependent upon the success of management's plans, as described above. These conditions and events create an uncertainty about the ability of the Company to continue as a going concern through October 3, 2019 (one year after the date that the financial statements are available to be issued). The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

    The Company’s expenses will significantly increase as they seek to execute their current business model. Although the Company estimates that it has enough runway until end of year, they will be ramping up cash burn to promote revenue growth, increase payroll, further develop R&D, and fund other Company operations after the raise. Doing so could require significant effort and expense or may not be feasible.

    The Company’s success depends on the experience and skill of the board of directors, its executive officers and key employees. In particular, the Company is dependent on Meghan Larson. There can be no assurance that they will continue to be employed by the Company for a particular period of time. The loss of our 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.

    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 subject to rapid technological change and dependence on new product development. The industry they operate in is characterized by rapid and significant technological developments, frequent new product introductions and enhancements, continually evolving business expectations and swift changes.

    The Company’s projections are aggressive. If its assumptions are wrong, and its projections regarding market penetration are too aggressive, its financial projections may overstate its viability. In addition, the forward-looking statements are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

    The Company’s business model is capital intensive. The amount of capital the Company is attempting to raise in this Offering is not enough to sustain the Company’s current business plan. In order to achieve the Company’s near and long-term goals, the Company will need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. If the Company are not able to raise sufficient capital in the future, it will not be able to execute its business plan, its continued operations will be in jeopardy and it may be forced to cease operations and sell or otherwise transfer all or substantially all of its remaining assets, which could cause a Purchaser to lose all or a portion of his or her investment.

    The Company’s cash position is relatively weak. The Company currently has only $50,000 in cash balances as of 10/05/2018. This equates to three months of runway. 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.

    Failure to obtain new clients or renew client contracts on favorable terms could adversely affect results of operations. The Company may face pricing pressure in obtaining and retaining their clients. Their clients may be able to seek price reductions from them when they renew a contract, when a contract is extended, or when the client’s business has significant volume changes. Their clients may also reduce services if they decide to move services in-house. On some occasions, this pricing pressure results in lower revenue from a client than the Company had anticipated based on their previous agreement with that client. This reduction in revenue could result in an adverse effect on their business and results of operations.

    Further, failure to renew client contracts on favorable terms could have an adverse effect on their business. The Company's contracts with clients generally run for several years and include liquidated damage provisions that provide for early termination fees. Terms are generally renegotiated prior to the end of a contract’s term. If they are not successful in achieving a high rate of contract renewals on favorable terms, their business and results of operations could be adversely affected.

    Industry consolidation may result in increased competition, which could result in a loss of customers or a reduction in revenue. Some of our potential competitors have made or may make acquisitions or may enter into partnerships or other strategic relationships to offer more comprehensive services than they individually had offered or achieve greater economies of scale.

    The development and commercialization of the Company’s products and services are competitive. It faces potential 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. The market is an emerging industry where new competitors are entering the market frequently. 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 may 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 potential 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 is raising at a high valuation given the current stage of the company. The Company has a limited operating history upon which you can evaluate its performance. You should consider the Company's business, operations and prospects in light of the risks, expenses and challenges faced as an early-stage company.

    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. 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 two times their purchase price or the amount of preferred shares they would have been able to purchase using the valuation cap. 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. If the notes convert because they have reached their maturity date, the notes will convert based on a $5,000,000 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 $5,000,000 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 $5,000,000 valuation cap, so you should not view the $5,000,000 as being an indication of the Company’s value.

    We have not assessed the tax implications of using the Crowd Note. The Crowd Note is a type of debt security. As such, 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 investment management 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 investment management 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 53.32% of the Company’s voting securities. Subject to any fiduciary duties owed to our other owners or investors under Colorado 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”). 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.

    Adistry'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 Adistry'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 Adistry
    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 Adistry. Once Adistry accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Adistry in exchange for your securities. At that point, you will be a proud owner in Adistry.


    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, Adistry 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 Adistry does not plan to list these securities on a national exchange or another secondary market. At some point Adistry 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 Adistry 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 Adistry'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 Adistry's Form C. The Form C includes important details about Adistry'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 portfolio page


    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 portfolio page.