- 2017 Revenue exceeded $1.1 million (unaudited)
- Blue Bite has enabled connectivity through its Platform for notable companies including Google, Samsung, Toyota, Amazon, Ford, Verizon, Visa and Sprint.
- Blue Bite currently has more than 20 SaaS customers across the globe since Platform launch in late 2016, including adidas, Bvlgari, PINKO, and Spyder.
- In 2017, Blue Bite was awarded a patent on its platform's core ability to deliver dynamic content based on real-time conditions– a core component of NFC.
- Blue Bite has strategic partnerships with the NFC industry’s leading hardware and software providers, including Smatrac, Temera, and TexTrace.
- Total Amount Raised: US $242,587
- Total Round Size: US $3,000,000
- Series C :
- Minimum Investment: US $1,000 per investor
- : Preferred Equity
- US $27,000,000 :
- Side by Side Offering
A brand's success is determined by its customers.
Companies currently interact with customers and prospective customers across multiple channels with varying levels of success. However, these channels are not always ideal and can leave brands looking for another way.
- Facebook engagement with brand posts declined 20% in the first half of 2017, while the average price per ad has increased 39%.
- Display advertising suffers from low click-through rates (0.10% on display ads), click fraud, and low viewability.
- Email inboxes are saturated with the average user receiving over 100 emails per day.
Sales & Distribution Channels
- Distribution partners do not always share their full pipeline with brands, and even if they do, it is difficult to predict revenues without control over the marketing or sales process.
- The amount of total counterfeiting globally has reached $1.2 Trillion in 2017 and is projected to reach $1.82 Trillion by the year 2020.
Blue Bite aims to change the way buyers interact with the world by connecting brands and customers directly with products through its mobile app, creating a brand-owned channel that adds tangible value to the customer, brand, and product.
We have experienced increased traction over the past few years with a sharp recent acceleration. We have enabled 6x more objects in the past 20 months than we did in all of our previous years combined.
- 7,180,000+ objects enabled to-date
- 6,239,181 since the start of 2017
- 942,279 from 2011 - 2016
At the same time, consumer behavior has been growing quickly, with 349% growth in interactions with our enabled products when comparing August year-to-date in 2018 to the same period in 2017.
Blue Bite's approach creates a direct connection with the consumer, regardless of the sales or distribution channel, allowing the brand to own the narrative. One of the largest issues impacting retail is the growing black and grey market which are already measured at more than a trillion dollars annually. With Blue Bite, brands and their customers can easily identify counterfeits and instill confidence in the authenticity of products.
Once trust is established through authenticity, Near Field Communication (NFC) enabled products can unlock an immersive customer experience during the product life cycle. Blue Bite helps brands stay relevant after the sale with contextual content driven by real-time data, location, device, and product information, curated in milliseconds. With Blue Bite, customers can gain special access to events, unlock exclusive content, and even make additional purchases directly through the physical products they own. By enabling their products to do more, brands are able to drive sales, long-term value, and better understand customers.
Blue Bite gives brands the tools they need to manage their products and associate digital experiences with actionable insights.
Our patented platform unlocks numerous use cases:
- Product authentication
- Exclusive content and access
- Pre-sale education and storytelling
- Post-purchase consumer engagement
- Real-time product and user feedback
- Customer acquisition and CRM integration
Blue Bite is made up of four main components including Object Management, Experience Deployment, Analytics, and Consumer Applications.
- Store individual product provenance for use in customer facing experiences
- Item level intelligence with unlimited product information (i.e., SKU, color, size, date of production)
- Create rich digital experiences in the Experience Studio using built-in components and easily assign content across products
- Set content rules with conditional logic to make sure every customer gets an appropriate message
- Gain valuable insights into what, where, and when products are used before and after purchase
- Real-time measurement through proprietary dashboard and integration with Google Analytics
Mobile App Platform
Blue Bite's Decode app allows consumers to interact with and authenticate connected products
Our software developer's kits (SDKs) enable brands to harness the power of Blue Bite through their own apps
We monetize our cloud platform with a simple, success-based pricing model.
The monthly pricing is calculated based on two main variables - the number of objects that are enabled and the number of monthly user actions. There is an added fee for our authentication solution. Standard Pricing Tiers include Pro, Business, and Enterprise accounts.
- Pro: $145/month (1,000 objects and 10,000 actions)
- Business: $395/month (5,000 objects and 30,000 actions)
- Enterprise: $695+/month (10,000+ objects and 100,000+ actions)
We sell our solution across three major channels.
- Digital Sales through our website
- Direct Sales with our own sales and account teams
- Channel Partners who sell our platform as part of their end-to-end solution
What our customers are saying...
"We are very excited to launch this new technology, which is designed to elevate the skiing and on- mountain experience even further. Our sponsorship of the U.S. Ski team for the past 27 years has been a driving force in our pursuit of technical innovation and superior performance, and it continues to lead our charge in bringing the best possible products to market." - Julia Hansen, Former President and CEO, Spyder
"The beauty of the Blue Bite platform is that both brand and consumer wins. This solution provides our clients with the ability to provide a meaningful experience to their consumers while simultaneously gaining a better understanding of those consumers. Blue Bite enables the brand or retailer to speak directly with their customer base to deliver their message, to the right person, at the right time." - Roxanne Christenson, Catalyst Direct (representing Li & Fung)
"When we learned of Blue Bite's authentication service we immediately jumped at the opportunity to implement this simple yet sophisticated and highly secure solution. In fact, we built an authentication app on top of Blue Bite's solution to ID and authenticate the sneakers at our conferences. Ensuring that the sneakers are authentic is imperative to our business." - Alan Vinogradov, Founder of Sneaker Con.
Started by high-school friends Mikhail Damiani and Tom Duncan, Blue Bite was born from the idea that mobile devices would play a significant role in the information age. The seed for Blue Bite was planted in 2002 when a Professor at NYU, carrying a new, Bluetooth-enabled device told them that "one day, you'll walk past a GAP store and you will receive a coupon on your phone, and you will walk in and redeem it." The idea stuck with them for years until technology caught up and the idea was turned into reality. Blue Bite launched a campaign with GAP in 2013, 11 years after the idea was introduced.
Fast forward to today and Blue Bite has evolved into a leader in connecting people with information through IoT. We’ve since grown from our founding dynamic duo into a talented team that strives to create the best product for brands and their customers.
Here is a very simple walkthrough: http://bluebite.webflow.io/
We work with partners for that. One of our strategic investors, Smartrac is one of the largest manufacturers of NFC in the world. We also work with HID Global and Temera for this. They produce and deliver the NFC to brands and provide necessary hardware/software for the brand to install in their facility to manage the inventory and associate any product attributes with our object IDs.
- If BB originates for a partner, we do not handle any of the procurement and just hand it off. BB receives a 10% royalty. We're agnostic about whether they use one of our partners, though we've only had 2 deals that have ever used NFCs by someone else.
- If a partner originates a deal for BB, they bill the customer and BB bills them back.
We estimate the current market size at about $31 billion with a future potential of over $100 billion as the number of applicable objects grows due to new embedding technologies as well as the ability for the Blue Bite platform to power consumer experiences for brands outside of just their physical products.
- Domain expertise and learnings about a very complex process involving multiple departments of a brand (product, marketing, strategy)
- Lack of industry research and information for a new entrant to leverage to learn about the challenges and requirements for each stakeholder in a solution. A new entrant would need to spend a long time researching and testing in order to make significant inroads. By that time, established players in the space will have already gained a significant market share.
- Ability to embed physical sensor into products as part of the end-to-end solution. A new entrant can come up with a great idea and create software to support it, however, without the physical product that software does not have much value.
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.
US $46,336 (under Reg CF only)
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.
The first 100 Investors receive a Blue Bite NFC-enabled keychain and USB flash drive.
$5,000 ("Bronze") - All of the above, plus a Blue Bite t-shirt to impress your friends and colleagues.
$50,000 ("Silver") - All of the above, plus a group dinner with other investors and Blue Bite Co-Founders Mikhail Damiani and Tom Duncan.
$100,000 ("Gold") - All of the above, plus a one-on-one meeting with Blue Bite CEO & Co-Founder Mikhail Damiani and a tour of the Blue Bite Headquarters in New York.
$250,000+ ("Platinum") - All of the above, plus you will be included on monthly investor updates & exclusive investor meetings.
It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.
The graph below illustrates theor the of Blue Bite's prior rounds by year.
Please see the financial information listed on the cover page of the Form C and attached hereto in addition to the following information. Financial statements are attached to the Form C as Exhibit B.
Blue Bite, LLC was registered in the State of Delaware in 2007 and connects brands and customers through physical products. Its platform enables brands to transform their products into a content channel and deliver authentication and digital experience straight to customers in ways traditional content and sales channels cannot. Brands using Blue Bite LLC pay a monthly subscription fee for the platform based on the number of products they enable and the number of interactions they receive from their end-users.
For the financial year ending December 31, 2017, the Company earned $1,190,041 in revenue, with Cost of Sales $501,356, representing a Gross Profit of $688,685. During the same year, the Company had $ 3,158,070 in total expenses, resulting in a Net Loss of $ 2,469,385. For the financial year ending December 31, 2016, the Company earned $1,169,759 in revenue, with Cost of Sales $405,022, representing a Gross Profit of $764,737. During the same year, the Company had $2,566,187 in total expenses, resulting in a Net Loss of $1,801,450.
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 $720,000 in cash on hand as of July 31, 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.
Capital Expenditures and Other Obligations
The Company does not intend to make any material capital expenditures in the future.
Trends and Uncertainties
After reviewing the above discussion of the steps the Company intends to take, potential Purchasers should consider whether achievement of each step within the estimated time frame is realistic in their judgment. Potential Purchasers should also assess the consequences to the Company of any delays in taking these steps and whether the Company will need additional financing to accomplish them.
The financial statements are an important part of this Form C and should be reviewed in their entirety. The financial statements of the Company are attached to the Form C as Exhibit B.
There are over 450 billion applicable objects worldwide which can be activated with the Blue Bite platform. This represents a current market opportunity of over $30Bn.
We estimate the current market size at about $31Bn with a future potential of over $100Bn as the number of applicable objects grows due to new embedding technologies as well as the ability for the Blue Bite platform to power consumer experiences for brands outside of their physical products.
Most of the competition focuses on connected devices in the IoT space or on dynamic content in the digital world. Blue Bite is one of the only companies that is applying data and logic to deliver highly contextual digital experiences through physical products.
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 currently looking to alter its operating agreement. The anticipated changes include a) limiting transfers between members and requiring approval from the Company for any transfers between members in order to avoid triggering the Publicly Traded Partnership rules and being taxed as a corporation, and b) adding language binding shareholders to a Board decision to convert to a corporation at such time that the Board deems it in the best interests of the Company to do so. The impact of these changes may not be fully understood without full legal review. Equally board pushback may hold up the company’s ability to conduct a fundraise.
The Company’s success is dependent on ongoing consumer adoption of NFC technology, a relatively unproven market. The Company may incur substantial operating costs, particularly in sales and marketing and research and development, in attempting to develop these markets. If the market for the Company’s products develops more slowly than it expects, its growth may slow or stall, and its operating results would be harmed. The market for NFC technology is still evolving, and the Company depends on continued growth of this market. It is uncertain whether the trend of adoption of NFC that the Company has experienced in the past will continue in the future.
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.
The Company’s sales cycle is long and may be unpredictable, which can result in variability of its financial performance. Additionally, long sales cycles may require the Company to incur high sales and marketing expenses with no assurance that a sale will result, which could adversely affect its profitability. The Company’s results of operations may fluctuate, in part, because of the resource-intensive nature of its sales efforts and the length and variability of the sales cycle. A sales cycle is the period between initial contact with a prospective customer and any sale of its product. The sales process involves educating customers about the Company’s product, participating in extended product evaluations and configuring the product to customer-specific needs. During the sales cycle, the Company may expend significant time and money on sales and marketing activities or make other expenditures, all of which lower its operating margins, particularly if no sale occurs or if the sale is delayed as a result of extended qualification processes or delays. It is difficult to predict when, or even if, it will make a sale to a potential customer or if the Company can increase sales to existing customers. As a result, the Company may not recognize revenue from sales efforts for extended periods of time, or at all. The loss or delay of one or more large transactions in a quarter could impact its results of operations for that quarter and any future quarters for which revenue from that transaction is lost or delayed.
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 NFC 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 depends on a limited number of customers for a substantial majority of its revenue. If the Company fails to retain or expand its customer relationships or if its customers cancel or reduce their purchase commitments, its revenue could decline significantly. Currently, revenue is concentrated in 6 customers which were responsible for approximately 76% of 2017 revenue. As a result of this customer concentration, the Company’s revenue could fluctuate materially and could be materially and disproportionately impacted by purchasing decisions of its significant customer. In the future, any significant customer may alter their purchasing patterns at any time with limited notice, or may decide not to continue to purchase the Company’s solutions at all, which could cause its revenue to decline materially and materially harm its financial condition and results of operations. If the Company is not able to diversify its customer base, it will continue to be susceptible to risks associated with customer concentration. Additionally, if the Company were to lose these clients, it could be harmed and may not be able to continue operations if they are not able to add additional clients to fill the loss.
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 we are not able to raise sufficient capital in the future, we will not be able to execute our business plan, our continued operations will be in jeopardy and we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause a Purchaser to lose all or a portion of his or her investment.
The Company has generated substantial net losses and negative operating cash flows since its inception as part of the development of its business. The Company has generated substantial net losses and negative cash flows from operating activities since it commenced operations. It has incurred losses of $2,491,795 for the financial year ended 2017. For the year ended 2016, it incurred a net loss of $1,853,991. Before achieving profitability it will generate continued losses. Its costs may also increase due to such factors as higher than anticipated financing and other costs; non-performance by third-party suppliers, licensees, partners or subcontractors; and increases in the costs of labor or materials. If any of these or similar factors occur, its net losses and accumulated deficit could increase significantly and the value of its stock could decline.
The Company relies heavily on their technology and intellectual property, but they may be unable to adequately or cost-effectively protect or enforce their intellectual property rights, thereby weakening their competitive position and increasing operating costs. To protect their rights in our services and technology, they rely on a combination of copyright and trademark laws, patents, trade secrets, confidentiality agreements with employees and third parties, and protective contractual provisions. They also rely on laws pertaining to trademarks and domain names to protect the value of their corporate brands and reputation. Despite their efforts to protect their proprietary rights, unauthorized parties may copy aspects of their services or technology, obtain and use information, marks, or technology that they regard as proprietary, or otherwise violate or infringe their intellectual property rights. In addition, it is possible that others could independently develop substantially equivalent intellectual property. If they do not effectively protect their intellectual property, or if others independently develop substantially equivalent intellectual property, their competitive position could be weakened. Effectively policing the unauthorized use of their services and technology is time-consuming and costly, and the steps taken by them may not prevent misappropriation of their technology or other proprietary assets. The efforts they have taken to protect our proprietary rights may not be sufficient or effective, and unauthorized parties may copy aspects of their services, use similar marks or domain names, or obtain and use information, marks, or technology that they regard as proprietary. They may have to litigate to enforce their intellectual property rights, to protect their trade secrets, or to determine the validity and scope of others’ proprietary rights, which are sometimes not clear or may change. Litigation can be time consuming and expensive, and the outcome can be difficult to predict.
In general, demand for our products and services is highly correlated with general economic conditions. A substantial portion of our revenue is derived from discretionary spending by individuals, which typically falls during times of economic instability. Declines in economic conditions in the U.S. or in other countries in which we operate may adversely impact our consolidated financial results. Because such declines in demand are difficult to predict, we or the industry may have increased excess capacity as a result. An increase in excess capacity may result in declines in prices for our products and services.
The Company depends on third party partners to supply some of the hardware necessary to provide some of their services. The Company obtains these materials from a limited number of vendors, which may have delays or issues in supplying the equipment and services we desire. If demand exceeds these vendors’ capacity or if these vendors experience operating or financial difficulties, or are otherwise unable to provide the equipment or services we need in a timely manner, at our specifications and at reasonable prices, our ability to provide some services might be materially adversely affected, or the need to procure or develop alternative sources of the affected materials or services might delay our ability to serve our customers. These events could materially and adversely affect our ability to retain and attract customers, and have a material negative impact on our operations, business, financial results and financial condition.
The Company’s management holds a below market ownership stake in the Company given its stage. Management’s equity position may not be large enough to properly incentivize them to grow the Company, increase its value, and achieve the optimal outcome for investors. Once the Company closes its current round, management may face further dilution.
We are subject to rapid technological change and dependence on new product development. Our industry is characterized by rapid and significant technological developments, frequent new product introductions and enhancements, continually evolving business expectations and swift changes. To compete effectively in such markets, we must continually improve and enhance its products and services and develop new technologies and services that incorporate technological advances, satisfy increasing customer expectations and compete effectively on the basis of performance and price. Our success will also depend substantially upon our ability to anticipate, and to adapt our products and services to our collaborative partner’s preferences. There can be no assurance that technological developments will not render some of our products and services obsolete, or that we will be able to respond with improved or new products, services, and technology that satisfy evolving customers’ expectations. Failure to acquire, develop or introduce new products, services, and enhancements in a timely manner could have an adverse effect on our business and results of operations. Also, to the extent one or more of our competitors introduces products and services that better address a customer’s needs, our business would be adversely affected.
We operate in the U.S. and abroad and serve customers in more than 10 countries. In 2017, approximately 17% of our revenue was attributable to activities outside the U.S. Our operations are subject to the effects of global competition and geopolitical risks. They are also affected by local economic environments, including inflation, recession, currency volatility and actual or anticipated default on sovereign debt. Political changes, some of which may be disruptive, can interfere with our supply chain, our customers and all of our activities in a particular location. While some of these global economic and political risks can be hedged using derivatives or other financial instruments and some are insurable, such attempts to mitigate these risks are costly and not always successful, and our ability to engage in such mitigation may decrease or become even more costly as a result of more volatile market conditions.
Governmental regulation and associated legal uncertainties may adversely affect the Company’s business. Many of the services that the Company offers are regulated by federal and state governments, and its ability to provide these services is and will continue to be affected by government regulations. The implementation of unfavorable regulations or unfavorable interpretations of existing regulations by courts or regulatory bodies could require the Company to incur significant compliance costs, cause the development of the affected markets to become impractical and otherwise have a material adverse effect on the business, results of operations and financial condition. In addition, its business strategy involves expansion into regions around the world, many of which have different legislation, regulatory environments, tax laws and levels of political stability. Compliance with foreign legal, regulatory or tax requirements will place demands on the Company’s time and resources, and it may nonetheless experience unforeseen and potentially adverse legal, regulatory or tax consequences.
The Company relies on other companies to provide major components for their products. They depend on these suppliers and subcontractors to meet their contractual obligations to their customers and conduct their operations. Their ability to meet their obligations to their customers may be adversely affected if suppliers or subcontractors do not provide the agreed-upon supplies or perform the agreed-upon services in compliance with customer requirements and in a timely and cost-effective manner. Likewise, the quality of their products may be adversely impacted if companies to whom they delegate manufacture of major components or subsystems for their products, or from whom they acquire such items, do not provide these components which meet required specifications and perform to their and their customers’ expectations. Their suppliers may be less likely than them to be able to quickly recover from natural disasters and other events beyond their control and may be subject to additional risks such as financial problems that limit their ability to conduct their operations. The risk of these adverse effects may be greater in circumstances where they rely on only one or two subcontractors or suppliers for a particular component.
Management has included a “Going Concern” note in the reviewed financials. In particular, the Reviewed Financials state that the Company “has experienced recurring losses since its inception. The Company incurred a net loss of $2,491,795 and used $2,302,371 in cash from operations during 2017, and had an accumulated deficit of $7,644,143 as of December 31, 2017. Since inception, the Company has financed its activities principally from regular financing injections from outside investors. The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors among others, raises substantial doubt about its ability to continue as a going concern.”
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.
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 $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.
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 Blue Bite. Once Blue Bite accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Blue Bite in exchange for your securities. At that point, you will be a proud owner in Blue Bite.
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
- Social Security Number or passport
- 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.
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, Blue Bite has set a minimum investment amount of US $1,000.
Accredited investors investing $20,000 or over do not have 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 Blue Bite does not plan to list these securities on a national exchange or another secondary market. At some point Blue Bite 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 Blue Bite 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 Blue Bite'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 Blue Bite's Form C. The Form C includes important details about Blue Bite'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 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
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.