- Over 10K estimated registrants to participate in AFFL to date (2018-2021) with 3X growth in registrants in 2021 (including new Youth division) compared to 2018
- 7M flag football players nationally, exceeding tackle football participation by 1.5M. Flag football participation is now 25% larger than the number of participants in ice hockey, lacrosse, and rugby combined according to the 2021 Sports and Fitness Industry Association (SFIA) Topline Report
- Main social broadcast channel garnered 1.7M views during Facebook Live showings of its 2019 Final games
- Celebrity participants have included Michael Vick, Terrell Owens, Chad "Ochocino" Johnson, Danny Wuerffel, Michael Griffin, Nate Robinson, Carlos Boozer, and Dominique Rogers-Cromartie
- Total Amount Raised: US $526,562
- Total Round Size: US $10,000,000
- Series A :
- Minimum Investment: US $500 per investor
- : Preferred Equity
- US $20,000,000 :
- Side by Side Offering
Since 2014, Flag participation has increased each year, while tackle football's participation has declined. Just years ago, tackle football exceeded flag football by 500K players. But today, that has flipped and flag football participation now exceeds that of tackle football by 1.5M players. Total Flag participation is approximately 7M players. Here’s where the AFFL comes in.
Not aiming to take on tackle football itself, the AFFL is recognizing these growing trends, using this opportunity to create a business that captures the growing engagement through a variety of segments: from amateurs to professionals, from youth to adult, from men to women. After three seasons that attracted 7K+ players’ interest to play, we are raising capital to take the league to the next level.
What does it mean to own a piece of a league? Owning a part of the AFFL means taking part in various lines of revenue: ticket sales, media, merchandise, licensing, sponsorship, participant fees and sales of city-based teams.
What have we done and what will we do in the future?
- Amateur National Tournaments. Held 3 national tournaments (including Women's in 2021) to test the rules, audience reaction and the supply of player talent. Had live coverage of games on NFL Network and CBS Sports, had a 1.7M Facebook Live audience for our 2019 Tournament Finals, and saw over 2.8M YouTube views of our launch game.
- Youth Division. With 3K+ participants, AFFL Youth is creating an opportunity for early engagement and interest in the pro league. The AFFL receives a fee and shares in merchandise profits from local operators for each participant,
- Create City-Based Pro Teams. Through our tournaments, we have been able to evaluate talent from all over the country. The goal of launching city-based teams is to increase quality of play/events and enable the league to be conducive to fantasy.
A Side by Side offering refers to a deal that is raising capital under two offering types. Investments made through the SeedInvest platform are offered via Regulation CF and subject to investment limitations further described in the Form C and/or subscription documents. Investments made outside of the SeedInvest platform are offered via Regulation D and requires one to be a verified accredited investor in order to be eligible to invest.
US $376,562 (under Reg CF only)
Investors who invest less than $50,000 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.
All Investors will have the exclusive right to shop in our Owners' Club store. Merchandise, memorabilia and experiences not available to the general public, including small production unique items, will be available in the store.
Any Investor who wants to participate in AFFL events will receive 25% off on entry fees in perpetuity for either Youth Leagues or Adult tournaments and can request 2 free tickets to one live game per year, starting in 2022.
All Investors will receive an AFFL hat from the Owner's Club.
Investors of $1,500-$2,499 will receive a $50 credit toward purchases in the Owners' Club Store.
Investors of $2,500- $4,999 will receive a $100 credit toward purchase in the Owners' Club Store.
Investors of $5,000-$9,999 will receive a $250 credit toward purchases in the Owners' Club Store.
Investors of $10,000-$24,999 will receive a $500 credit toward purchases in the Owners' Club Store.
Investors of over $25,000 will be invited with a guest to our fan-free Men's and Women's Finals in Houston this August for a unique behind-the-scenes VIP experience, including access to the field and production facilities. They will also receive a $1,000 credit in the Owners' Club Store.
In addition to the $1,000 credit in the Owners' Club Store, Investors over $50,000 will have the opportunity to wave their Magic Wand and grant a lucky young person a summer internship with the AFFL in the next four years.
Any investor who makes a reservation and invests for the amount of their reservation will receive the Owners' Club credit for the next highest tier.
It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.
Please note that due to share price calculations, some final investment amounts may be rounded down to the nearest whole share - these will still qualify for the designated perk tier. Additionally, investors must complete the online process and receive an initial email confirmation by the deadline stated above in order to be eligible for perks.
The graph below illustrates theor the of American Flag Football League's prior rounds by year.
According to Forbes, the four largest leagues in America have an aggregate value of over $260B. From 2008 to 2018, Forbes' estimate of the average team value in Major League Soccer rose from $37M to $330M. Yet, the most established leagues are struggling to maintain their grip on fans with each successive generation. Esports have surged as brands see a place to engage with the next generations of fans. According to esportsmarketer.com, total digital advertising in Esports rose from $143M to $226M from 2018-2021.
Flag football's participation surge has occurred relatively recently, so our appeal tends to skew much younger than that of the big four leagues does, as Flag has been a part of the lives of so many of our young men and women.
At this point, to our knowledge, we are the only significant professional organization in the world presenting Flag as entertainment.
When we think about competition, we look at the other sports that are attempting to win over the next generation of fans. Esports have grown very successfully so far, but they face significant challenges with their sedentary, addictive and sometimes violent nature.
According to McKinsey's October 2017 report on Millennial and Gen X Fans, only soccer, both MLS and International, has a higher market penetration of Millennials than for Gen Xers vs. every other major sport in the US.
Flag represents an opportunity to reach the most attractive demographics of fans with a product that costs much less to produce than the legacy sports.
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. The sports entertainment 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 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’s expenses will significantly increase as they seek to execute their current business model. Although the Company estimates that it has enough runway until the end of July, they will be ramping up cash burn to promote revenue growth, 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 projects aggressive growth in 2022. If these assumptions are wrong and the projections regarding market penetration are too aggressive, then the financial forecast may overstate the Company's overall 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 outbreak of the novel coronavirus, COVID-19, has adversely impacted global commercial activity and contributed to significant declines and volatility in financial markets. The coronavirus pandemic and government responses are creating disruption in global supply chains and adversely impacting many industries. The outbreak could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate material adverse impact of the novel coronavirus. Nevertheless, the novel coronavirus presents material uncertainty and risk with respect to the Funds, their performance, and their financial results.
The financial statements include a “going concern” note. As shown in the accompanying financial statements, the Company incurred a net loss of $1,881,740 during the year ended December 31, 2020, and as of that date, the Company’s net deficit was $7,986,953. In addition, the Company had a cash flow deficit from operating activities of $709,275. Those factors create a substantial doubt about the Company's ability to continue as a going concern for the year following the date the financial statements are available to be issued. The Company’s management has evaluated these conditions and has proposed a plan to improve their cash flows by starting their regular business operations and raising additional financing. The ability of the Company to continue as a going concern and meet its obligations as they become due may be precluded by their inability to raise capital. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
The Company has outstanding liabilities. The Company was granted a loan from the Small Business Administration (“SBA”) in the amount of $92,600 pursuant to the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act was enacted March 27, 2020. The loan was forgiven in full, including accrued interest thereon, on March 21, 2021. The SBA has six years to review the Company’s forgiveness calculation. On February 9, 2021, the Company was granted the second PPP loan in the amount of $126,465. As of November 17, 2021, the PPP loan has been forgiven.
Beginning in July 2018, the Company entered into credit agreements to issue unsecured convertible notes (the “2018 Notes”). Upon issuance, the 2018 Notes had a stated interest rate of 1.5% per month (18% per annum). In January 2019, the 2018 Notes were amended to increase the interest rate to 2% per month (24% per annum).
Beginning in March 2019, the Company entered into credit agreements to issue unsecured convertible notes (the “2019 Notes”). Upon issuance, the 2019 Notes had a stated interest rate of 2% per month (24% per annum). Interest on the 2018 Notes and the 2019 Notes (collectively referred to herein as the “Convertible Notes”) is payable monthly in arrears and is not payable in cash; rather, all interest is payable in the form of warrants exercisable into Preferred Stock of the Company. The number of warrants accruing each month is based on the value of the interest owed by the Company divided by the price of the Preferred Stock at the end of each month. As of December 31, 2020 and 2019, accrued interest in the amount of $2,049,941 and $1,089,941 related to 7,467,804 and 3,143,484 Preferred Stock on an as converted basis, respectively, were not yet issued related to the 2018 Notes. As of December 31, 2020 and 2019, accrued interest in the amount of $330,602 and $138,602 related to 1,425,297 and 560,445 Preferred Stock on an as converted basis, respectively, were not yet issued related to the 2019 Notes.
At the option of each lender, the Convertible Notes may be converted into Preferred Stock on January 1, 2022 or any date thereafter so long as the aggregate outstanding principal amount of the Convertible Notes exceeds zero. Each lender also may convert the aggregate principal balance of the Convertible Notes to Preferred Stock in lieu of receipt of a prepayment of principal from the Company. The conversion rate is 0.72 Preferred Stock per dollar of outstanding principal of the Convertible Notes. The Convertible Notes mature on December 31, 2024 with no principal payments due prior to maturity.
As of December 31, 2020 and 2019, the Company had outstanding debt under the 2018 Notes of $3,136,000. As of December 31, 2020 and 2019, the Company had outstanding debt under the 2019 Notes of $1,664,000.
Between November 2019 and November 2020 the Company entered into SAFE agreements (Simple Agreement for Future Equity) totaling $863,000 in exchange for payments ranging from $2,500 to $500,000 from various individuals and a partnership. The SAFE agreements have no maturity date and bear no interest. The agreements provide the investors with right to future equity in the Company under terms of the agreements. The SAFE agreements become convertible into Company’s Preferred Stock at a 40% discount to the offering price per unit, subject to a valuation cap of $10,000,000 on the fully diluted capitalization of the Company, in the event of a qualified equity financing, which the agreements define as any transaction or series of transactions in which the Company issues units at a fixed pre-money valuation with the purpose of raising capital. Other events that would trigger termination of the agreements include liquidity and dissolution. If there is a liquidity event the investors, at their option, will either receive a cash payment equal to the remaining unpaid purchase amount divided by the liquidity price, or automatically receive from the Company the number of Common Units equal to the purchase amount divided by the fair market value of the Common Unit at the time of the liquidity event. In the event of a dissolution, the Company would pay the investors the purchase amount immediately before or concurrent with the dissolution process.
In April 2021 $863,000 of SAFE investments were converted into Preferred Stock.
In August 2021, the Company entered a Bridge Loan totaling $825,000. The loan’s maturity date is December 31, 2024 and has a stated interest rate of 3% annually. The loan is convertible at the price of the Series A-2 Preferred Stock beginning January 1, 2022. The loan holds a premium, the amount due at or before Maturity, or the amount that can be converted, is 110% of principal for Tranche 1 ($300,000) and 120% of Tranche 2 ($525,000), plus interest. Tranche I is to be prepaid back first; then Tranche II.
Additionally, as of November 8, 2021, the Company has outstanding payables, including: (i) the player prize money payable of $400,000, and (ii) non-player payables of $415,000 for League Operations thru 2021 and the launch of the women's tournament, that became due beginning in July 2021.
The Company has conducted Related Party Transactions. As of December 31, 2020 and 2019, $2,300,000 of the Convertible Notes were held by related parties of the Company.
The Company does not have formal advisor agreements in place with all listed advisors. Advisor agreements typically provide the expectation of the engagement, services, compensation, and other miscellaneous duties and rights of the Company and advisor. These individuals may not be compensated for their expertise and advice. There is no guarantee that advisor agreements will be entered into.
Not all of the key employees are currently working full time for the Company. As a result, the CFO and General Counsel may not devote all of their time to the business, and may from time to time serve as employees, officers, directors, and consultants of other companies. These other companies may have interests in conflict with the Company
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 theseshares 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 be 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.
Frequently Asked Questions
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.
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.
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.
Title III of the JOBS Act outlines Reg CF, a type of offering allowing private companies to raise up to $5 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.
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 American Flag Football League. Once American Flag Football League accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to American Flag Football League in exchange for your securities. At that point, you will be a proud owner in American Flag Football League.
To make an investment, you will need the following information readily available:
- Personal information such as your current address and phone number
- Employment and employer information
- Net worth and income information
- Your accredited investor status
- Social Security Number or passport
- ABA bank routing number and checking account number (typically found on a personal check or bank statement) or debit card information, unless paying via a Wire transfer.
Non-accredited investors are limited in the amount that he or she may invest in a Reg CF offering during any rolling 12-month period:
- If either the annual income or the net worth of the investor is less than $107,000, the investor is limited to the greater of $2,200 or 5% of the greater of his or her annual income or net worth.
- If the annual income and net worth of the investor are both greater than $107,000, the investor is limited to 10% of the greater of his or her annual income or net worth, to a maximum of $107,000.
Separately, American Flag Football League has set a minimum investment amount of US $500.
Accredited investors do not have any investment limits.
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:
- The company becomes a fully-reporting registrant with the SEC
- The company has filed at least one annual report, but has no more than 300 shareholders of record
- The company has filed at least three annual reports, and has no more than $10 million in assets
- The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
- 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.
Currently there is no market or liquidity for these securities. Right now American Flag Football League does not plan to list these securities on a national exchange or another secondary market. At some point American Flag Football League 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 American Flag Football League either lists their securities on an exchange, is acquired, or goes bankrupt.
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.
This is American Flag Football League'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 American Flag Football League's Form C. The Form C includes important details about American Flag Football League's fundraise that you should review before investing.
For offerings made under Regulation CF, you may cancel your investment at any time up to 48 hours prior to the offering end date or an earlier date set by the company. You will be sent a notification at least five business days prior to a closing that is set to occur earlier than the original stated end date giving you an opportunity to cancel your investment if you have 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.
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.