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Booxby

AI-powered marketing platform for content creators

  • $119,000Amount raised
  • $1,000Minimum
  • $4,000,000Valuation cap

Purchased securities are not listed on any exchange. A secondary market for these securities does not currently exist and may never develop. You should not purchase these securities with the expectation that one eventually will.

Booxby 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, this 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

  • Booxby has commercial traction and a strategic investment from Ingram Content Group, one of the world's largest wholesale distributors of books.
  • Booxby has two products in beta; and has run pilots for and processed data-sets from Hachette Book Group, Simon & Schuster, and ICG.
  • USPTO issued Booxby a patent in Dec. 2019 for its book analysis and recommendation method technology.
  • Forbes featured Booxby and its founder, Holly Payne, in August 2019.
  • The National Science Foundation awarded Booxby a non-equity STTR grant.

Fundraise Highlights

  • Total Amount Raised: US $119,000
  • Total Round Size: US $1,250,000
  • Raise Description:  Seed
  • Minimum Investment:  US $1,000 per investor
  • Security Type:  Convertible Note
  • Valuation Cap:  US $4,000,000
  • Offering Type:   Side by Side Offering

The age of machine learning is offering a major opportunity to the story industry. Given the volume of original content entering the market, we believe Booxby is poised to become a leader by bringing artificial intelligence to help creators succeed.


Booxby is an AI platform targeting the $819B story industry. Using a patented application of natural language (NLP) processing and machine learning (ML), we analyze narrative content to help creators hone their marketing and reach the widest audience.

The Problem:

Story content is growing exponentially, making discovery and monetization a pervasive issue across all media channels. In 2019 alone, 1.5M new books, 18M podcast episodes and 116,000 streaming video programs existed in the market, exacerbating an already massive marketing challenge. This is a signal to noise issue on a massive scale.

How do creators tailor their marketing efforts to reach the largest audience hungry for their work?

The publishing industry has been hit especially hard by this challenge. As an author led company, we know this pain personally. Guesswork can no longer solve what has become a big data problem.

The Solution:

Booxby has worked to solve that problem by analyzing the actual text of each book in order to offer objective, pertinent business intelligence to hone marketing campaigns. We do this text analysis using proprietary NLP/ML developed with a grant from the National Science Foundation.

Our platform answers three critical questions that drive marketing campaigns:

  • Who will love this content?
  • Why will they love this content?
  • How big is the market for this content?

In the future, we will move beyond books to apply our NLP/ML fingerprinting to podcasts and video content to generate multi-directional marketing opportunities across all three media channels—and plan to be a leader in advancing artificial intelligence to reinforce the power of story.

Stories connect us, and Booxby exists to identify the relationships between this powerful content so that creators can succeed in reaching their full market potential.

Pitch Deck

Media Mentions

The Team

Founders and Officers

Holly Payne

Chief Executive Officer

Holly Payne has over twenty years experience in the publishing industry. An internationally published author in 11 countries and 9 languages, Payne’s debut novel, The Virgin’s Knot (Dutton/Penguin) was named a Barnes & Noble Discover Great New Writers book. Her third novel, Kingdom of Simplicity, won a gold Benjamin Franklin Award, the highest award in independent publishing. Having founded her own press, Skywriter Books, she understands both traditional and independent publishing practices, and has been an adjunct professor teaching screenwriting and story development at California College of the Arts, Academy of Art University and Stanford. An All American Swimmer and competitive mountain biker, Holly holds a MFA degree from USC and BA in journalism from University of Richmond, where she graduated magna cum laude.

Holly Payne

Chief Executive Officer

Holly Payne has over twenty years experience in the publishing industry. An internationally published author in 11 countries and 9 languages, Payne’s debut novel, The Virgin’s Knot (Dutton/Penguin) was named a Barnes & Noble Discover Great New Writers book. Her third novel, Kingdom of Simplicity, won a gold Benjamin Franklin Award, the highest award in independent publishing. Having founded her own press, Skywriter Books, she understands both traditional and independent publishing practices, and has been an adjunct professor teaching screenwriting and story development at California College of the Arts, Academy of Art University and Stanford. An All American Swimmer and competitive mountain biker, Holly holds a MFA degree from USC and BA in journalism from University of Richmond, where she graduated magna cum laude.

Josh Conviser

Chief Operating Officer

As a novelist, screenwriter, producer and financier, Josh Conviser understands both the best practices and pain points of the story industry. His novels are published by Random House, and he works as both a writer and producer in Hollywood. From creative development, to film finance and physical production, he is well versed in all aspects of the process. Highlights include Executive Consultant on HBO’s series, Rome. Josh received his AB from Princeton University.

Josh Conviser

Chief Operating Officer

As a novelist, screenwriter, producer and financier, Josh Conviser understands both the best practices and pain points of the story industry. His novels are published by Random House, and he works as both a writer and producer in Hollywood. From creative development, to film finance and physical production, he is well versed in all aspects of the process. Highlights include Executive Consultant on HBO’s series, Rome. Josh received his AB from Princeton University.

Les Chasen

Chief Architect

Les Chasen has over 20 years architecting, implementing and operating mission critical systems. This experience offers him a deep understanding of technology, leadership, crisis management, communication, resource allocation, and management. Les has built robust platforms for companies large and small, and is an expert on issues related to security, privacy and identity. Through his career, he developed a PKI based identity credential system for Valididy, a patient identity system based on NFC and RFID; an individually owned and controlled personal cloud (predecessor to Self-Sovereign Identity) system; and a DNS registry for hundreds of TLDS, holding 20+ million domain names.

Les Chasen

Chief Architect

Les Chasen has over 20 years architecting, implementing and operating mission critical systems. This experience offers him a deep understanding of technology, leadership, crisis management, communication, resource allocation, and management. Les has built robust platforms for companies large and small, and is an expert on issues related to security, privacy and identity. Through his career, he developed a PKI based identity credential system for Valididy, a patient identity system based on NFC and RFID; an individually owned and controlled personal cloud (predecessor to Self-Sovereign Identity) system; and a DNS registry for hundreds of TLDS, holding 20+ million domain names.

Jacob Bronstein

Director of Marketing

Jacob Bronstein is a seasoned media industry professional delivering creative, audience-centric innovation in Digital Media Strategy, Publishing, Audio Production, and Consumer Marketing. He has helped creators find audiences at some of the most successful companies in the world, including Apple and Random House. Jacob has three Grammy Awards for producing and directing audio programs with Barack Obama and Bill Clinton. His areas of experience include Go-to-Market Strategy, Business Development, Brand Marketing, Product Marketing, Podcast, Audiobook, and Music Production, Book Publishing, Digital Merchandising. 

Jacob Bronstein

Director of Marketing

Jacob Bronstein is a seasoned media industry professional delivering creative, audience-centric innovation in Digital Media Strategy, Publishing, Audio Production, and Consumer Marketing. He has helped creators find audiences at some of the most successful companies in the world, including Apple and Random House. Jacob has three Grammy Awards for producing and directing audio programs with Barack Obama and Bill Clinton. His areas of experience include Go-to-Market Strategy, Business Development, Brand Marketing, Product Marketing, Podcast, Audiobook, and Music Production, Book Publishing, Digital Merchandising. 

Jonathan Lansey

Chief Data Scientist

Jonathan Lansey is a data scientist and researcher with a background in artificial intelligence and a history of developing innovative approaches to quantifying text. He spoke at Google NYC on his technique for estimating Heaps law 1,000 times faster than existing methods while scanning over a million times more content. The research was published in the Journal of Quantitative Linguistics, and the framework developed has been used in the analysis of historical texts published in the journal of Victorian Studies. At Aptima Inc., Jonathan used text analysis and other methods to study teamwork, working with the U.S. Army Research Institute, Sandia National Laboratories, and the Office of Naval Research. Jonathan's industry experience includes deploying machine learning algorithms at scale at wearable tech startups, Quantus and Whoop. Jonathan has a B.S. in Applied Mathematics from the New Jersey Institute of Technology and a Masters in Computational Neuroscience from Boston University.

Jonathan Lansey

Chief Data Scientist

Jonathan Lansey is a data scientist and researcher with a background in artificial intelligence and a history of developing innovative approaches to quantifying text. He spoke at Google NYC on his technique for estimating Heaps law 1,000 times faster than existing methods while scanning over a million times more content. The research was published in the Journal of Quantitative Linguistics, and the framework developed has been used in the analysis of historical texts published in the journal of Victorian Studies. At Aptima Inc., Jonathan used text analysis and other methods to study teamwork, working with the U.S. Army Research Institute, Sandia National Laboratories, and the Office of Naval Research. Jonathan's industry experience includes deploying machine learning algorithms at scale at wearable tech startups, Quantus and Whoop. Jonathan has a B.S. in Applied Mathematics from the New Jersey Institute of Technology and a Masters in Computational Neuroscience from Boston University.

Kelley Lynch

Chief Computational Linguist

Kelley Lynch is a computer Science Ph.D. Candidate studying NLP and multimedia information extraction at Brandeis. She was a developer for CLAMS platform, a toolkit of AI applications for Audio-Visual Archivists. She is passionate about enabling search and discovery for heterogeneous collections of assets and is an ardent lover of podcasts. She has presented her research at conferences around the world and was named a David Waltz Research Fellow at Brandeis in 2018.

Kelley Lynch

Chief Computational Linguist

Kelley Lynch is a computer Science Ph.D. Candidate studying NLP and multimedia information extraction at Brandeis. She was a developer for CLAMS platform, a toolkit of AI applications for Audio-Visual Archivists. She is passionate about enabling search and discovery for heterogeneous collections of assets and is an ardent lover of podcasts. She has presented her research at conferences around the world and was named a David Waltz Research Fellow at Brandeis in 2018.

Notable Advisors & Investors

Mark Bregman

Advisor, Board Member, Co-Founder, former CTO NetApp, CTO Neustar

Nick Rau

Advisor, Enterprise SaaS; former SVP Engineering - Nielsen, CTO & Co-Founder Vizu

Michela Abrams

Advisor, Media; former CEO Dwell Magazine

James Pustevjosky, PhD

Advisor, Chair of Computational Linguistics Dept., Brandeis University

Steven Hammersly

Advisor, Publishing Finance; Finance, CFO - MAHA Global, VP Business Development Pearson

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 $1,250,000

  • Raised to date:
    US $119,000
    US $14,000 (under Reg CF only)

  • Minimum investment:
    US $1,000

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

  • Security Type:
    Convertible Note

  • Conversion discount:
    20.0%

  • Valuation Cap:
    US $4,000,000

  • Interest rate:
    6.0%

  • Note term:
    12 months
  • Additional Terms

  • Closing conditions:
    While Booxby has set an overall target minimum of US $300,000 for the round, Booxby 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 Booxby's Form C.

  • Regulation CF cap:
    While Booxby is offering up to US $1,250,000 worth of securities in its Seed, only up to US $1,070,000 of that amount may be raised through Regulation CF.

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

  • Use of Proceeds

    Investor Perks

    For all investors:

    • A one-year subscription to Booxby Analytics Premium (worth $139) for one manuscript analysis

    For investors who invest $25,000 or more:

    • Annual private meeting/or call and strategy session with founder and executive team

    For investors who invest $50,000 or more:

    • Annual private meeting/or call and strategy session with founder and executive team
    • Quarterly update call with members of Booxby's executive team

    For investors who invest $100,000 or more:

    • Invitation to Booxby’s annual team retreat closing dinner in Sausalito, California
    • Annual private meeting and strategy session with founder and executive team
    • Quarterly update call with members of Booxby's executive team

    For investors who invest $250,000 or more:

    • Private bicycling tour through Marin County, California with Booxby’s founding executive team and board
    • Invitation to Booxby’s annual team retreat closing dinner in Sausalito, California
    • Annual private meeting and strategy session with founder and executive team
    • Quarterly update call with members of Booxby's executive team

    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

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

    Pre-Seed

  • Round Size
    US $230,000
  • Closed Date
    Dec 31, 2015
  • Security Type
    Convertible Note
  • Valuation Cap
    US $4,000,000
  • Pre-Seed

  • Round Size
    US $305,000
  • Closed Date
    Jun 29, 2018
  • Security Type
    SAFE Note
  • Valuation Cap
    US $4,000,000
  • Pre-Seed

  • Round Size
    US $600,000
  • Closed Date
    Dec 5, 2019
  • Security Type
    Convertible Note
  • Valuation Cap
    US $4,000,000
  • Market Landscape

    Market Opportunity

    The amount of original narrative content is growing exponentially; $1.5M books, 18M podcasts and 116,000 streaming videos existed in the market in 2019. This creates acute marketing challenges across all three media channels. Connecting this new content to the right audience has never been harder, especially in publishing, where a fast growing customer segment has chosen to abandon traditional publishing and self-publish. Since 2008, self-publishing has grown 40% annually with more than a million books self-published last year.

    Underserved Customer Segment

    As an author-led company, we understand the pain points and designed a platform to optimize the market opportunity of new books, serving the self-publishing customers first. Platforms like CreateSpace (Amazon), Spark (Ingram), Smashwords and Lulu allow independent creators to turn their manuscripts into books, but none of these platforms offer tools like Booxby to help with their marketing campaigns. This gap in the market creates a huge opportunity for Booxby and our beta-testing with this segment validated the issue; 84% surveyed told us they needed Booxby and 100% would recommend it to a friend.

    Competitive Advantage

    With Ingram as our strategic investor, Booxby has unique access to this market. Ingram's indie platform, Spark, signs up thousands of paying customers per month and is a targeted channel partner for our second beta test. While our go-to-market strategy focuses on subscriptions from these self-publishers, mid-size and large publishers face similar challenges, and we will continue to engage them in paid pilots to reach our revenue goals. With the addition of podcast and streaming video datasets, we will apply our technology to map the relationships between all three media channels to create multi-directional marketing opportunities and future revenue streams.

    Risks and Disclosures

    The Company may be unable to maintain, promote, and grow its brand through marketing and communications strategies. It may prove difficult for the Company to dramatically increase the number of customers that it serves or to establish itself as a well-known brand. Additionally, the product may be in a market where customers will not have brand loyalty.

    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, 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 adversely affect the Company's 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 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 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 may face challenges maintaining, promoting, and growing its brand through marketing and communications strategies. It may prove difficult for the Company to dramatically increase the number of customers that it serves or to establish itself as a well-known brand in the competitive text analytics and publishing space. Additionally, the product may be in a market where customers will not have brand loyalty.

    The Company may not be able to obtain further issued intellectual property. Their ability to obtain protection for their intellectual property (whether through patent, trademark, copyright, or other IP right) is uncertain due to a number of factors, including that the Company may not have been the first to make the inventions. The Company has not conducted any formal analysis of the “prior art” in their technology, and the existence of any such prior art would bring the novelty of their technologies into question and could cause the pending patent applications to be rejected. Further, changes in U.S. and foreign intellectual property law may also impact their ability to successfully prosecute their IP applications. For example, the United States Congress and other foreign legislative bodies may amend their respective IP laws in a manner that makes obtaining IP more difficult or costly. Courts may also render decisions that alter the application of IP laws and detrimentally affect their ability to obtain such protection. Even if the Company is able to successfully register IP, this intellectual property may not provide meaningful protection or commercial advantage. Such IP may not be broad enough to prevent others from developing technologies that are similar or that achieve similar results to theirs. It is also possible that the intellectual property rights of others will bar the Company from licensing their technology and bar them or their customer licensees from exploiting any patents that issue from the pending applications. Finally, in addition to those who may claim priority, any patents that issue from the patent applications may also be challenged by competitors on the basis that they are otherwise invalid or unenforceable.

    The Company projects aggressive growth. 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 Company’s expenses will significantly increase as they seek to execute their current business model.  The Company estimates that it has enough runway for < 1 month(s) and 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’s cash position is relatively weak. The Company currently has limited cash balances as of October 26, 2020, equating to < 1 month(s) of runway. The Company believes that it is able to continue extracting cash from sales to extend its 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.

    The reviewing CPA has included a “going concern” note in the reviewed financials. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a net operating loss of $384,803, an operating cash flow loss of $373,340 and an accumulated deficit of $1,116,563 as of December 31, 2019. The Company’s situation raises a substantial doubt on whether the entity can continue as a going concern in the next twelve months. The Company’s ability to continue as a going concern in the next twelve months following the date the financial statements were available to be issued is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results. Management has evaluated these conditions and plans to generate revenues and raise capital as needed to satisfy its capital needs. During the next twelve months, the Company intends to fund its operations through debt and/or equity financing. There are no assurances that management will be able to raise capital on terms acceptable to the Company. If it is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned development, which could harm its business, financial condition, and operating results. The accompanying financial statements do not include any adjustments that might result from these uncertainties.

    The Company has not prepared any audited financial statements. Therefore, investors have no audited financial information regarding the Company’s capitalization or assets or liabilities on which to make investment decisions. If investors feel the information provided is insufficient, then they should not invest in the Company.

    The Company has an outstanding PPP loan. The company owes Silicon Valley Bank in the amount of $37,032 for a Small Business Association Paycheck Protection Program loan. This loan has been granted in April 2020 and accrues at 1% interest and matures in April 2022.

    The Company has not filed a Form D for its prior offerings. The SEC rules require a Form D to be filed by companies within 15 days after the first sale of securities in the offering relying on Regulation D. Failing to register with the SEC or get an exemption may lead to fines, the right of investors to get their investments back, and even criminal charges. There is a risk that a late penalty could apply.

    The Company has outstanding SAFEs. During 2017, the company entered into Simple Agreements for Future Equity (“SAFE”) with 8 investors for an aggregate purchase amount of $ 235,000, with a discount rate of 80%. The agreements will provide the right of the Investor to the number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Discount Price. During 2018, the company entered into Simple Agreements for Future Equity (“SAFE”) with 4 investors for an aggregate purchase amount of $ 65,000 with a discount rate of 80%. The agreements will provide the right of the Investor to the number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Discount Price. If there is a Liquidity Event before the expiration or termination of this instrument, the Investor will, at his, her or its option, either (i) receive a cash payment equal to the Purchase amount or (ii) automatically receive from the Company a number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price, if the Investor fails to select the cash option. If there is a Dissolution Event before this instrument expires or terminates, the Company will pay an amount equal to the Purchase Amount, due and payable to the Investor immediately prior to, or concurrent with, the consummation of the Dissolution Event. The Purchase Amount will be paid prior and in preference to any Distribution of any of the assets of the Company to holders of outstanding Capital Stock by reason of their ownership thereof. This instrument will expire and terminate (without relieving the Company of any obligations arising from a prior breach of or non-compliance with this instrument) upon either (i) the issuance of stock to the Investor pursuant to Equity Financing or automatically receive from the Company a number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price, if the Investor fails to select the cash option; or (ii) the payment, or setting aside for payment, of amounts due the Investor pursuant to receive a cash payment equal to the Purchase Amount or Dissolution event. Since in certain cases the investor has an option to receive cash back, the instrument has been classified as non-current liability. As of December 31, 2019, and December 31, 2018, SAFE have outstanding balance of $ 300,000 and 300,000, respectively and the complete amount was classified as non-current liability. None of the SAFEs have been converted to Equity.

    The Company has outstanding convertible debt. On March 12, 2019, the company entered into Convertible Promissory Notes with ICG Ventures LLC for an amount of $ 250,000. The Notes bear interest of 6% per annum, and interest accrual shall commence on the date hereof and shall continue on the outstanding Principal until paid in full or converted in accordance with this Note. Since in certain cases the investor has an option to receive cash back, the instrument has been classified as non-current liability. On April 3, 2019, the company entered into Convertible Promissory Notes with Sandusky Acquisition Corporation for an amount of $ 100,000. The Notes bear interest of 6% per annum, and interest accrual shall commence on the date hereof and shall continue on the outstanding Principal until paid in full or converted in accordance with this Note. Since in certain cases the investor has an option to receive cash back, the instrument has been classified as non-current liability. On October 29, 2019, the company entered into Convertible Promissory Notes with Nion McEvoy for an amount of $ 100,000. The Notes bear interest of 6% per annum, and interest accrual shall commence on the date hereof and shall continue on the outstanding Principal until paid in full or converted in accordance with this Note. Since in certain cases the investor has an option to receive cash back, the instrument has been classified as non-current liability. On December 5, 2019, the company entered into Convertible Promissory Notes with ICG Ventures for an amount of $ 125,000. The Notes bear interest of 6% per annum, and interest accrual shall commence on the date hereof and shall continue on the outstanding Principal until paid in full or converted in accordance with this Note. Since in certain cases the investor has an option to receive cash back, the instrument has been classified as non-current liability. On December 9, 2019, the company entered into Convertible Promissory Notes with Shanda Bahles for an amount of $ 25,000. The Notes bear interest of 6% per annum, and interest accrual shall commence on the date hereof and shall continue on the outstanding Principal until paid in full or converted in accordance with this Note. Since in certain cases the investor has an option to receive cash back, the instrument has been classified as non-current liability. All Convertible Promissory Notes have the same maturity and conversion terms. Unless converted or repaid, all outstanding Principal and any accrued but unpaid Interest under these Notes (the “Conversion Amount”) shall be due and payable upon demand of the Holder any time on or after August 29, 2020 (such date, the “Maturity Date”). In the event that neither a Qualified Financing nor a Change of Control has been consummated on or before the Maturity Date, the Conversion Amount shall, upon demand of the Majority of Interest, be converted as of the Maturity Date into shares of a newly-issued series of preferred stock (the “Series Seed Preferred Stock”) at a price per share equal to the Valuation Cap ($ 4,000,000) divided by the Fully Diluted Capitalization immediately prior to the Qualified Financing or (y) eighty percent (80%) of the Qualified Financing Price Per Share (the price per share paid for each share of Preferred Stock purchased by the investors in the Qualified Financing) rounded down to the nearest whole share (the “Series Seed Price Per Share”). As of December 31, 2019, and December 31, 2018, outstanding balance of $ 600,000 and $0, respectively and complete amount was classified as non-current liabilities. None of the Promissory Notes have been converted to Equity.

    The total amount raised may include investments made outside of the SeedInvest platform via Regulation D. $50,000 has been raised prior to the launch of the SeedInvest campaign. The earliest investment counted towards the escrow target was made on July 21, 2020. There is no guarantee that the Company has this cash available for operations as of the date of launch.

    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.

    General Risks and Disclosures

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

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

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

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

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

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

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

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

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

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


    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, Booxby 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 Booxby does not plan to list these securities on a national exchange or another secondary market. At some point Booxby 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 Booxby 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 Booxby'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 Booxby's Form C. The Form C includes important details about Booxby's fundraise that you should review before investing.


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

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


    What if I change my mind about investing?

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