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Invest in DADA

Creating a new market for tokenized digital art on the blockchain.

  • $57,000Amount raised
  • $1,000Minimum
  • $10,000,000Valuation cap

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

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


Company Highlights

  • 160k members from over 60 countries have created over 110k drawings: one of the largest collections of provably rare digital art ready to be traded as NFTs
  • Backed by prominent investor Consensys VC, and graduates from the Matter accelerator and the Founder Institute
  • Founded by a successful New York artist who worked on animated series for Disney and MTV, and directed commercials for Coca-Cola, Macy’s, Chips Ahoy, Kellogg’s, and Sesame Workshop, among others
  • Launched our first tokenized art collection in 2017: one of the pioneers to prove a use case for art on blockchain
  • Dozens of media mentions including Forbes, PBS News Hour, FT, TechCrunch, and more

Fundraise Highlights

  • Total Amount Raised: US $57,000
  • Total Round Size: US $1,500,000
  • Raise Description:  Other
  • Minimum Investment:  US $1,000 per investor
  • Security Type:  Crowd Note
  • Valuation Cap:  US $10,000,000
  • Offering Type:   Side by Side Offering

"Dada is a cross between a marketplace, an art project, and a technology startup—a uniquely hybrid status that may well be the key to redefining success for artists in the digital age" - Forbes Magazine


DADA is a social network where people all over the world create visual conversations, a new digital art form that we believe currently exists only on DADA. 

DADA was created by artist Beatriz Helena Ramos to provide a new economic model that uses blockchain to remunerate artists for the value they create both as individuals and as a community. 

After working as a successful commercial artist for some of the biggest brands in the world, Beatriz realized that she did not own any of the intellectual property to the content she helped create, and she only captured a tiny fraction of the billions of dollars in value that this content represented. She knew this is a problem that affects the vast majority of artists. 

As it stands today, the art market is a dysfunctional pyramid in which a small minority of artists are able to make a living, and typically, a small minority of people can have the experience of collecting and engaging with art. 

And yet, the global art market is only 64 billion dollars. We believe that rare digital art presents an opportunity to expand access to art and artists to a vast number of new art collectors--regular people who can finally enjoy, own, collect and invest in art--with new forms of ownership and distribution of value between artists and collectors.

We envision DADA as an engine for the creation of value where millions of people worldwide create, collect, re-use, and remix art, interacting with digital art in new ways.

DADA is driving innovation through blockchain technology to open up the art market to millions of artists and collectors worldwide and create a new economy where all participants benefit financially and creatively.

Product & Service

Dada is a platform that allows people around the world to have conversations through drawings and create collaborative art. It is a content creation platform as well as a decentralized marketplace for digital art.

DADA harnesses blockchain technology to turn its native digital art into unique digital assets as ERC 721 Non-Fungible Tokens that include an encrypted signature by the artist and a certificate of authenticity. This provably rare digital art can be bought, sold, collected, traded, licensed, or gifted, and can accrue value over time. 

Non-fungible tokens allow creators to collaborate with each other and across platforms, exponentially increasing the opportunities for content and value creation. 

We believe NFTs will unleash an explosion of creativity in which people will co-create in permissionless ways. Each of their contributions will be tokenized, with their IP protected by smart contracts. They will be able to monetize automatically and keep track of how their creations change and accrue value. 

Smart contracts associated with the artwork track and verify each transaction guaranteeing royalties for artists and collectors in perpetuity.

In our model, collectors will benefit not only from secondary sales and licensing but also from new ways to remix and reuse the artworks they own.

This is the case of Sight Unseen, a collaborative visual conversation that we sold at a channel auction (a combination of Dutch and English auction) in which two collectors decided to pool their final bids and co-own the work for over $3,000. Smart contracts protect the IP of the artists and the ownership of the collectors. The participating artists are still creating works inspired on Sight Unseen, like toys or virtual reality versions, and as these are monetized, both the artists and the original collectors will get a percentage from the sales of any of these works. 

We are creating an API for other platforms to integrate and leverage blockchain technology.

Business Model

A peer to peer token economy where people worldwide co-create, collect, re-use, remix, and trade art, building a self-sustaining community.

Revenue model

Our revenue models are reinforced by network effects.

Sell and license provably rare digital art and goods.  We have sold over 10K in digital art priced between $15 to $200. The highest price paid for a limited edition digital drawing was $900. We are experimenting with auctions and sales at galleries, such as our recent exhibition at CADAF, the Contemporary Art and Digital Art Fair in NY. 

Transaction fees. 100% of sales of the art created on the DADA platform goes to the artists and the community. We charge an extra 3% fee for sales and licensing for every transaction that occurs in our platform.

API for art tokenization. Other platforms can benefit from the blockchain infrastructure we have created, and use our API. Smart contracts will automatically guarantee DADA a 5% fee for every transaction in these platforms.

Media Mentions

Team Story

After arriving in New York City from her native Caracas, Venezuela in 1996, founder Beatriz Ramos worked as an artist at Disney and MTV, and then worked for animated shows for Nickelodeon and Cartoon Network. She founded her own animation studio in 2002. Having worked for blue-chip brands like Jet Blue, Alka-Seltzer, and Kraft Foods, among others, Beatriz realized that even successful artists struggled for financial sustainability. That’s when she thought of creating a global community of artists that could create value together through art. In 2014, She reached out to Yehudit (Judy) Mam, a creative director in advertising and her former client. Judy was captivated by Beatriz’s vision and by her mission to create a new economic model for artists and she jumped on board as CMO. Beatriz, who has a keen eye for talent, then found a talented developer, Abraham Milano, on a LinkedIn search. Abraham became our CTO and built the platform along with our first hires, Juan Florville and Juan Gonzalez. The core team is still working together after five years. 

Founders and Officers

Beatriz is an artist and entrepreneur. Her first company was one of the first comic book stores in Caracas, which she founded when she was 23. Her second company was Dancing Diablo Studios, an innovative animation and live-action production company, where she directed over a hundred films, including TV commercials, educational short films and web videos for brands including Coca-Cola, Bayer, General Mills, Macy’s, PBS, Ralph Lauren, and Saturday Night Live, among others. DADA is her third company. 

Beatriz Helena Ramos

CEO

Beatriz is an artist and entrepreneur. Her first company was one of the first comic book stores in Caracas, which she founded when she was 23. Her second company was Dancing Diablo Studios, an innovative animation and live-action production company, where she directed over a hundred films, including TV commercials, educational short films and web videos for brands including Coca-Cola, Bayer, General Mills, Macy’s, PBS, Ralph Lauren, and Saturday Night Live, among others. DADA is her third company. 

Yehudit, aka Judy, hails from Mexico City and is a New Yorker since 1992. Judy has over twenty years of experience as a creative director/writer in advertising.  Judy has written articles and film reviews for newspapers and magazines in the US and Mexico. Two of her short narratives have been published in literary anthologies in Mexico City. She writes “I’ve Had It With Hollywood”, an opinionated blog about film. 

Yehudit Mam

CMO

Yehudit, aka Judy, hails from Mexico City and is a New Yorker since 1992. Judy has over twenty years of experience as a creative director/writer in advertising.  Judy has written articles and film reviews for newspapers and magazines in the US and Mexico. Two of her short narratives have been published in literary anthologies in Mexico City. She writes “I’ve Had It With Hollywood”, an opinionated blog about film. 

Abraham has been developing web applications for the past 16 years. Before joining DADA.nyc, he worked for the insurance sector as a consultant. He designed the visual conversation platform for DADA and transitioned DADA into blockchain, becoming an expert in smart contracts and tokenizing our drawings. 

Abraham Milano

CTO

Abraham has been developing web applications for the past 16 years. Before joining DADA.nyc, he worked for the insurance sector as a consultant. He designed the visual conversation platform for DADA and transitioned DADA into blockchain, becoming an expert in smart contracts and tokenizing our drawings. 

Key Team Members

Juan Carlos Florville

Lead Developer

Juancito Gonzalez

Lead Developer

Sam Raife

Developer

Michael Saltzman

Product Lead

Maria Bonello

UX Designer

Eric Markfield

UI Designer

Q&A with the Founder

  • What is your current stage of product/platform development?
    We spent the last several months of 2018 redesigning our UX from scratch and preparing the foundations of our decentralized marketplace. Now we are about to launch Dada 2.0 to focus on user growth and revenues.
  • What do you view as your competitive advantages?

    • Unique value proposition: art collaboration and co-creation made social
    • Early movers in the space
    • Strong brand
    • Passionate community
    • One of the largest collections of rare digital art in the world (100K NFTs)
    • No first registry problem (artworks are created on DADA)
    • Potential to build sustainable network effects
  • Could you talk a bit about your customer acquisition strategy?
    We have done a great job on the supply side: Creators have made over 100K artworks in our platform. We are now focusing on the demand side. We are designing a gamified system to acquire and engage collectors in a way that strengthens our positive network effects.
  • The Q&A with the Founder is based on due diligence activities conducted by SI Securities, LLC. The verbal and/or written responses transcribed above may have been modified to address grammatical, typographical, or factual errors, or by special request of the company to protect confidential information.

    Term Sheet

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

    Fundraising Description

  • Round type:
    Other

  • Round size:
    US $1,500,000

  • Raised to date:
    US $57,000
    US $7,000 (under Reg CF only)

  • Minimum investment:
    US $1,000

  • Target Minimum:
    US $750,000
  • Key Terms

  • Security Type:
    Crowd Note

  • Conversion discount:
    20.0%

  • Valuation Cap:
    US $10,000,000

  • Interest rate:
    6.0%

  • Note term:
    24 months
  • Additional Terms

  • Custody of Shares

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


  • Investments Made By Affiliates

    A $50,000 investment has been made by someone deemed a founder, director, officer, and/or one of their immediate family members. Please note that while this amount is included in the total “Amount Raised” displayed on DADA's profile page, this investment amount will not count towards reaching the “Target Minimum”.


  • Closing conditions:
    While DADA has set an overall target minimum of US $750,000 for the round, DADA 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 DADA's Form C.

  • Regulation CF cap:
    While DADA is offering up to US $1,500,000 worth of securities in its Other, 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

    Over $50K: An exclusive visual conversation not yet for sale on DADA.

    Over $100K: A unique visual conversation created exclusively for investors about the topic of their choice.

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

    Prior Rounds

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


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

    Seed

  • Round Size
    US $833,403
  • Closed Date
    Jul 17, 2018
  • Security Type
    Preferred Equity
  • Financial Discussion

    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.

    Operations

    Showopp, Inc. d/b/a DADA (“the Company”) is a Delaware C‐corporation that was founded on March 29, 2012, and is headquartered in New York, New York. The Company is an online visual platform where people talk to each other through drawings, envisioned with the goal of creating a vibrant creative community where artists can share their individual visions and connect with each other for the common good.

    The Company has incurred losses from inception of $346,037. For the financial year ending in 2018, the Company experienced a net loss of $244,443; for the financial year ending in 2017, the Company experienced a net loss of $101,604. To date, the Company has not yet received revenue.

    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 only $23 in cash balances as of April 1, 2019, which will not cover current operations. The Company believes that it will be able to continue self-funding the Company and limit costs to extend operations during the course of the raise. The Company could be harmed if it is unable to meet its cash demands, and the Company may not be able to continue operations if they are not able to raise additional funds.

    The Company 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.

    Through December 31, 2018, the Company has continued to develop its virtual platform that utilizes new and emerging technologies, such as blockchain. The Company is pre-revenue and there is a risk that the Company is not able to secure sufficient funding or launch its redesigned virtual platform, and therefore, does not achieve revenues.

    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.

    Market Landscape

    DADA is at the intersection of digital art and crypto-collectibles. 

    The global art market is $64 billion. The global collectibles market is $370 billion. Digital ownership is estimated to unlock a $200 billion market for collectibles on the blockchain.

    Our community is creating art that can be shown in art galleries as well as be made into gifs, memes, and digital goods for games and virtual world ecosystems. We are also actively creating a new market for digital art through blockchain technology.

    Competitive Landscape

    We are pioneers in an early market. The digital rare art market is currently concentrated on crypto enthusiasts that are familiar with cryptocurrencies and comfortable with owning digital art. But our target market is the new generation of digitally savvy post-millennials whose lives are seamlessly integrated with the consumption and creation of content, entertainment, information, and social life in the digital sphere.  

    We compete against other platforms that are also marketing rare digital art. However, we are unique in that we have a large global community creating art inside our platform and we can leverage network effects. 

    Competitive Advantage

    • Unique value proposition: art collaboration and co-creation made social
    • Early movers in the space
    • Strong, authentic brand
    • Passionate community
    • One of the largest collections of provably rare digital art in the world (100K+ drawings)
    • No first registry problem 
    • Potential to build sustainable network effects.

    Risks and Disclosures

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

    The Company’s success depends on the experience and skill of the board of directors, its executive officers and key employees. In particular, the Company is dependent on Beatriz Helena Ramos. There can be no assurance that they will continue to be employed by the Company for a particular period of time. The loss of our key employees or any member of the board of directors or executive officer could harm the Company’s business, financial condition, cash flow and results of operations.

    Industry consolidation may result in increased competition, which could result in a loss of customers or a reduction in revenue. Some of the Company's competitors have made or may make acquisitions or may enter into partnerships or other strategic relationships to offer more comprehensive services or achieve greater economies of scale. In addition, new entrants not currently considered to be competitors may enter the Company's market through acquisitions, partnerships or strategic relationships. The Company expects these trends to continue as competitors attempt to strengthen or maintain their market positions. Potential entrants may have competitive advantages over the Company's operations, such as greater name recognition, longer operating histories, more varied services and larger marketing budgets, as well as greater financial, technical and other resources. Competitors that expand or vertically integrate their business may create more compelling service offerings, may offer greater pricing flexibility, or may engage in business practices that make it more difficult to compete effectively, including on the basis of price, sales and marketing programs, technology or service functionality. These pressures could result in a substantial loss of customers or a reduction in revenue.

    The regulatory regime governing blockchain technologies, cryptocurrencies, tokens, and token Offerings, is uncertain, and new regulations or policies may adversely affect the development of the Company’s products. Regulation of tokens and token offerings, cryptocurrencies, blockchain technologies, and cryptocurrency exchanges currently is being developed and likely to rapidly evolve. Regulations on token offerings vary significantly among international, federal, state and local jurisdictions and are subject to significant uncertainty. Various legislative and executive bodies in the United States and in other countries may in the future, adopt laws, regulations, guidance, or other actions, which may severely impact the development, growth, adoption, and utility of such Tokens. Failure by the Company or certain users of the to comply with any laws, rules and regulations, some of which may not exist yet or are subject to interpretation, could result in a variety of adverse consequences, including civil penalties and fines.

    As blockchain networks and blockchain assets have grown in popularity and in market size, federal and state agencies have begun to take interest in, and in some cases regulate, their use and operations. In the case of virtual currencies, state regulators like the New York Department of Financial Services have created new regulatory frameworks and special license for virtual currency business activities in the State of New York. Others, as in Texas, have published guidance on how their existing regulatory regimes apply to virtual currencies. Some states, like New Hampshire, North Carolina, and Washington, have amended their state’s statutes to include virtual currencies into existing licensing regimes. Treatment of virtual currencies continues to evolve under federal law as well. The Department of the Treasury, the Securities Exchange Commission (the “SEC”), and the Commodity Futures Trading Commission (the “CFTC”), for example, have published guidance on the treatment of virtual currencies. The IRS released guidance treating virtual currency as property that is not currency for U.S. federal income tax purposes, although there is no indication yet whether other courts or federal or state regulators will follow this classification. Both federal and state agencies have instituted enforcement actions against those violating their interpretation of existing laws. The regulation of non-currency use of Blockchain assets is also uncertain. The CFTC has publicly taken the position that certain Blockchain assets are commodities, and the SEC has issued a public report stating federal securities laws require treating some Blockchain related assets as securities. To the extent that a domestic government or quasi-governmental agency exerts regulatory authority over a Blockchain network or asset, Tokens may be adversely affected.

    Blockchain networks also face an uncertain regulatory landscape in many foreign jurisdictions such as the European Union, China and Russia. Various foreign jurisdictions may, in the near future, adopt laws, regulations or directives that affect such technology. Such laws, regulations or directives may conflict with those of the United States or may directly and negatively impact the business. It is impossible to predict the effects of any future regulatory change on tokens and blockchain technology, but such change could be substantial and adverse to the development and growth of the Company and the adoption and utility of Tokens. New or changing laws and regulations or interpretations of existing laws and regulations, in the United States and other jurisdictions, may materially and adversely impact the value of the currency in which the Tokens may be exchanged, the liquidity of the Tokens, the ability to access marketplaces or exchanges on which to trade the Tokens, and the structure, rights and transferability of Tokens.

    The Company may not receive necessary regulatory approvals to publicly offer Tokens via a registration statement. Prior to commencement of sale of any Tokens to the public, the Company may need regulatory approvals, and/or “no action” clearances, from the SEC and possibly state securities regulators. If the Company is not able to obtain these regulatory approvals or “no action” clearances, it may have to reconfigure the offering of Tokens so that it satisfies regulatory requirements. If the Company cannot obtain the necessary approvals, it may not be able to launch or distribute Tokens effectively or at all.

    The Company's success is dependent on market adoption of crypto currency and blockchain technology. The markets for crypto currency and blockchain technology are still nascent. Fluctuations in the price of other crypto currencies and alternative crypto assets, the introduction of new technologies, and a shifting regulatory environment could negatively impact the Company’s ability to generate revenue.

    The Company’s cash position is relatively weak. The Company currently has only $23 in cash balances as of April 1, 2019, which will not cover its current operations. The Company believes that it will be able to continue self-funding the Company and limit costs to extend operations during the course of the raise. 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 SEC and other financial regulatory organizations around the world are monitoring the crypto industry and may halt or prevent the offering or sale of its securities altogether. If the company is required to comply with securities laws for their token offering and fails to do so due to complexities around token sales and for any other reason, this may jeopardize the company's ability to offer tokens and continue to operate, and open the company up to monetary fines, sanctions, or worse. Alternatively, the SEC and others may require token offering to comply with traditional securities laws which the company not be able to comply with.

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

    The Company has not filed a Form D for its prior securities 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 reviewing CPA has included a “going concern” note in the reviewed financials. Specifically, the Notes to the Financials Statements state that “[t]he Company has incurred losses from inception of $346,037 which, among other factors, raises substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon management's plans to raise additional capital from the issuance of debt or the sale of stock, its ability to commence profitable sales of its flagship product, and its ability to generate positive, sufficient operational cash flow. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.”

    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 has conducted the following transactions with related persons: During the years ended December 31, 2018 and 2017, the Company issued convertible notes payable to shareholders totaling $34,454 and $250,000, respectively. The convertible notes bear interest at 8% per annum and mature between June 2019 and June 2020. The convertible notes may be converted upon the following:

    1. Upon the Company receiving cash of no less than $1,000,000 (“Qualified Financing”) for the sale of the Company’s equity securities, the note will be automatically converted into shares of the Company’s preferred or common shares at a price of the lower of 80% of the price paid for the stock as part of the Qualified Financing or, the quotient of the valuation cap and the fully diluted capitalization of the Company, as defined in the individual agreements.
    2. Upon maturity, holders may elect to convert any outstanding principal and accrued interest into common or preferred shares of the Company, to be negotiated and agreed‐upon at the time of conversion.

    Additionally, upon a change of control, as defined in the individual agreements, for total consideration over $1,000,000, the Company shall repay an amount equal to three times the principal and accrued unpaid interest.

    Of the $250,000 of convertible notes payable issued to shareholders in 2017, $40,000 of the cash to be received under the notes was deposited with an entity related through common ownership, and was recorded as a related party receivable at December 31, 2017.

    In July 2018, all of the outstanding shareholder convertible promissory notes were converted into preferred shares of the Company. At December 31, 2018 and 2017, outstanding shareholder convertible promissory notes total $0 and $250,000, respectively.

    As of December 31, 2018 and 2017, the Company capitalized interest on shareholder convertible promissory notes of $12,176 and $12,831, respectively. At December 31, 2018 and 2017, accrued interest on shareholder convertible notes payable totaled $0 and $12,831, respectively.

    The Company does not currently have a Chief Financial Officer or an Officer with substantial experience with finance and accounting. Although a Company is not legally required to have such an officer, there are risks inherent in not having an individual with such experience. Specifically, there is a risk that lower accounting quality may impact the accuracy and transparency of financial statements shared with investors, as well as the financial statements and models on which the Company is relying. Additionally, this could exacerbate business-stemming uncertainty regarding future firm performance, and increase information risk (indicating greater uncertainty on the future economic performance). This could have negative consequences on the Company’s operations including mismanagement of finances or cash flow. In addition, not appointing a professional financial officer may indicate poor corporate governance or accounting oversight.

    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.

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


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