- Graduated from the Phoenix-based Coplex Accelerator, one of America's Top 7 Startup Accelerators according to Entrepreneur Magazine
- Active beta program in Phoenix, AZ with 100+ approved dentists and 600+ patient signups
- Founded by Dr. Ryan Wallin, award-winning aesthetic dentist with his own practice, Aesthetic Family Dental Care (AFDC). Average 5 star rating on Google, with reviews by 23 customers. For more than a decade, he has been named a Top Dentist by Phoenix Magazine
- CEO Chris Anderson has a decade of broad-based consulting execute experience for venture-and private equity-backed startups
- Total Amount Raised: US $258,500
- Total Round Size: US $1,070,000
- Seed :
- Minimum Investment: US $1,000 per investor
- : Crowd Note
- US $5,000,000 :
- Side by Side Offering
Imagine waking up one morning with the most excruciating toothache. Deep, throbbing pain radiating from your jaw making it impossible to function. And forget about eating or drinking. All you want is something to take away the pain... fast!
Now imagine waking up with that same relentless toothache every single morning for weeks on end because you're too afraid of what a dentist might charge to fix it. This might be the case for many Americans who avoid the dentist for one very simple but important reason - fear of the unknown cost. They not only dread the procedures themselves but they've also experienced that sudden sticker shock at the dental office wondering how they're going to pay their bill. According to the ADA, that's especially true for almost 50% of Americans who pay out of pocket.
Dental Genie was formed for this very reason... to make dental care more accessible and affordable for Americans by providing full transparency of dental fees for approved dentists in their area. It's an online dental marketplace to offer ratings, reviews, and pricing - including special price promotions. Our goal is to allow patients to "know before they go & save". Further, by addressing this root consumer problem, participating dentists benefit from the increased patient flow and gross revenues making for a cost-effective marketing solution. We believe this couldn't come at a better time as private dental practices are struggling to compete with the onslaught of corporate dentistry and their accompanying advantages in marketing and economies of scale.
Nobody likes going to the dentist but we know we need to. Dental Genie aims to allow Americans easily and quickly to shop for dental care that works for them, and at the same time, provide private dental practices an important weapon in the fight against the corporate takeover.
Dental Genie's online marketplace offering ratings, reviews, and pricing is free for users seeking dental work in their area. Currently, this includes Metro Phoenix with plans to roll out in multiple Western U.S. cities in 2020. It's simple to use, much like other notable marketplaces, and after completing a quick and easy registration process, users can search via filters including dental work needed and the desired location. This then results in an immediate list of reviewed and rated dental providers with estimated costs for that procedure. From there it's just a few steps to set up an appointment at Dental Genie's special pricing!
For dentists, being selected, approved, and included in the Dental Genie marketplace costs $499/month or $6,000/year*. Based on conservative patient lead estimates and what the ADA says a new patient typically spends with a dental practice, participating dentists can expect to at least quadruple their investment within the patient's first 12 months. They break even on the investment within their first three months while additionally reducing their need for continued ad-hoc marketing efforts that to date, haven't been able to address the ROOT issue preventing patients from filling their dental chairs - the fear of the unknown cost.
Dental Genie is a classic two-sided network aiming to benefit consumers looking for a new, more powerful way to shop for dental care as well as dentists who realize the dentist industry has changed and price transparency is required to level the playing field with corporate dentistry.
*Dental Genie is currently in beta and free for dentists. Further, Dental Genie conducts online research on the dentists prior to listing them on the platform.
Dental Genie began in 2017 as Dr. Ryan Wallin saw a unique opportunity to create an online platform that would provide transparency in the dental services marketplace, as it is one of the greatest frustrations he has heard from patients over a decade practicing dentistry. He took his idea to Coplex in Phoenix, AZ (a tech accelerator) where they worked together to develop an MVP.
After nearly 18 months, and nearly a quarter of a million dollars spent developing, testing, and improving the product, Dr. Wallin partnered with a seasoned executive and 7-time startup veteran Chris Anderson, with the goal of reaching 10,000 subscribers. Chris has a reputation for scaling SAAS companies, disrupting markets, and driving growth.
Today, Dental Genie is ready to grow beyond Arizona and change the way patients shop for dentistry across the U.S.
Dental Genie was conceived in April 2017, and thanks to investing in and completing the Coplex Startup Program, the first minimal viable product (MVP) was completed in March 2018. This allowed Dental Genie to launch a beta service within the Arizona market in March 2018, where it continues to run today.
When it comes to our dental patients, our ideal target users include:
- Those who are retired and on a fixed income
- Families who want the best dental health at an affordable price point
- Those without dental insurance (e.g. self-employed)
- Tech-savvy individuals (especially 18-35) looking for dentist information and value at their fingertips
For ideal dentist users, we’re targeting:
- New or recently purchased dental offices
- Practices already trying ad-hoc marketing activities to drive patient flow
- Offices surrounded by strong corporate dentistry players
- Practices opened by recent dental grads
- Specialists like orthodontists who are losing business to general practices
- Practices hiring associates
For the dental professional, any form of advertising or marketing, both online and traditional, would be considered a competitor or alternative option. Often dental practices can be so desperate to increase new patients that they end up spending excessive amounts of money on an ad-hoc marketing strategy that rarely delivers new patients. For the Dental Genie-registered dentist, they know their marketing dollars are being used directly to acquire new patients seeking dental services (at known costs) versus paying for search terms which may not result in a sale. In addition, with time our goal for Dental Genie is to become synonymous with finding excellent and affordable dental care and the top resource for dentists to acquire new patients.
There are no regulatory concerns at this time. Currently, there is precedent online for reviews of doctors and dentists (e.g. Yelp, Zocdoc, HealthGrades) unrelated to potential HIPAA concerns.
Not all of our founders work full time with Dental Genie. Dr. Ryan Wallin is a full-time dentist whose practice serves three locations in Arizona. He intends to continue working as a dentist while maintaining an active role with Dental Genie when not managing his dental practice. He is a valuable “inside” voice in all that we do in our quest to transform the dental industry to alleviate the current affordability, accessibility, and competitive pressures it is facing.
A Side by Side offering refers to a deal that is raising capital under two offering types. If you plan on investing less than US $20,000.00, you will automatically invest under the Regulation CF offering type. If you invest more than US $20,000.00, you must be an accredited investor and invest under the Regulation D offering type.
US $8,500 (under Reg CF only)
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.
All non-Major Purchasers will be subject to an Investment Proxy Agreement (“IPA”). The IPA will authorize an investment Manager to act as representative for each non-Major Purchaser and take certain actions for their benefit and on their behalf. Please see a copy of the IPA included with Company's offering materials for additional details.
Investments made by the Company's founders, officers, directors, and their immediate family members will not count towards the Company's target minimum raise amount. As such, the total raise amount that you see on this platform may not be an accurate reflection of the Company's ability to conduct a close on any investments. Dental Genie’s CEO has invested $50,000.00 into this round, and such amount will not be counted towards the target minimum raise amount.
Early birds (First 20 people)
Free SWAG Bag full of Dental Genie gear. Including:
- Dental Genie sweatshirt & T-shirt
- Electronic accessories
- Dental Genie office accessories
- Quarterly email updates from the Executive team
All of the above plus:
- One dozen premium golf balls with Dental Genie logo
- One premium golf shirt with Dental Genie logo
All of the above plus:
- One round of golf at any Clubcorp course around the country. www.clubcorp.com
All of the above plus:
- Complimentary Invisalign procedure performed by the founder, Dr. Ryan Wallin
Quarterly updatesby teleconference with the Executive team members
All of the above plus:
- Complimentary flights to Phoenix, AZ, a two day stay, and a cosmetic dental procedure of your choice performed by Dr. Ryan Wallin
- Possible Advisory Board status with the company
It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.
Dental Genie Holdings LLC (“the Company”) is a limited liability company organized on June 7, 2017 under the laws of the State of Arizona, and headquartered in Gilbert, Arizona. The Company develops a dental patient app. The Consolidated financial statements include the accounts of Dental Genie Holdings LLC and its wholly owned subsidiaries, Dental Genie LLC and Dental Genie Revenue Partners LLC.
The Company recognizes revenue only when all of the following criteria have been met:
- Persuasive evidence of an arrangement exists;
- Delivery has occurred or services have been rendered;
- The fee for the arrangement is fixed or determinable; and
- Collectability is reasonably assured.
The Company has an accumulated deficit from inception of approximately $533,404, insufficient operating cash inflows to fund operations, and relies primarily on third‐party financing. These factors raise substantial doubt about the Company’s ability to continue as a going concern is for the twelve‐month period from the report date. The Company’s ability to continue as a going concern is dependent on management’s plans to commence profitable sales of the app, its ability to obtain additional financing from its members or other sources, as may be required, and its ability to generate positive operation cash flows. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.
Liquidity and Capital Resources
The proceeds from the Offering are essential to our operations. We plan to use the proceeds as set forth above under "Use of Proceeds", which is an indispensable element of our business strategy. The Offering proceeds will have a beneficial effect on our liquidity, as we have approximately $800 in cash on hand as of April 30, 2019 which will be augmented by the Offering proceeds and used to execute our business strategy.
The Company currently does not have any additional outside sources of capital other than the proceeds from the Combined Offerings.
Capital Expenditures and Other Obligations
The Company does not intend to make any material capital expenditures in the future.
Trends and Uncertainties
After reviewing the above discussion of the steps the Company intends to take, potential Purchasers should consider whether achievement of each step within the estimated time frame is realistic in their judgment. Potential Purchasers should also assess the consequences to the Company of any delays in taking these steps and whether the Company will need additional financing to accomplish them.
The financial statements are an important part of this Form C and should be reviewed in their entirety. The financial statements of the Company are saved into the dataroom.
There are approximately 200,000 dental offices in the U.S. and almost 200,000 practicing dentists according to the ADA. It's estimated that 16% of those offices are corporately run today and this number is expected to reach 30% in 2021, as private dental practices shrink at a rate of 7% a year. That leaves at least 140,000 potential dentists nationwide for Dental Genie to help in the years ahead, as they struggle to compete with the resource and cost-saving advantages of corporate dentistry.
Based on what we've noticed, filling empty dental chairs has never been more challenging for these smaller offices, not only due to the impact of corporate takeover within this changing industry but also the fact that almost 35% of Americans don’t have dental insurance. And for those with dental insurance, only 51% are actually using them. Not many people like going to the dentist, but more importantly, Americans avoid it due to the fear of the unknown cost. Based on the total number of U.S. dentists, we estimate an available U.S. market of $1.2 billion. In the near term through West Coast expansion and signing up 2,000 dentists, the serviceable market is approximately $12 million. And with a digital marketplace like Dental Genie has built, the market opportunities can extend beyond dentistry... really to any service industry that can benefit from much-needed price transparency.
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’s cash position is relatively weak. The Company currently has only $800 in cash balances as of April 30, 2019. 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 forecasts project aggressive growth in revenue in 2019 If its assumptions are wrong, and its projections regarding market penetration are too aggressive, its financial projections may overstate its viability. In addition, the forward-looking statements are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
The Company’s business model is capital intensive. The amount of capital the Company is attempting to raise in this Offering is not enough to sustain the Company’s current business plan. In order to achieve the Company’s near and long-term goals, the Company will need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. If the Company are not able to raise sufficient capital in the future, it will not be able to execute its business plan, its continued operations will be in jeopardy and it may be forced to cease operations and sell or otherwise transfer all or substantially all of its remaining assets, which could cause a Purchaser to lose all or a portion of his or her investment.
The Company’s expenses will significantly increase as they seek to execute their current business model. Although the Company estimates that it has enough runway until end of year, they will be ramping up cash burn to promote revenue growth, increase payroll, further develop R&D, and fund other Company operations after the raise. Doing so could require significant effort and expense or may not be feasible.
The Company’s success depends on the experience and skill of the board of directors, its executive officers and key employees. In particular, the Company is dependent on Chris Anderson and Ryan Wallin. 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 our competitors have made or may make acquisitions or may enter into partnerships or other strategic relationships to offer more comprehensive services than they individually had offered or achieve greater economies of scale.
The 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 operates in a business that is highly regulated and subject to liability concerns. Although the Company is currently pre-revenue, it plans to charge dentists a patient referral fee in the future, which may be subject to the Federal Anti-Kickback law and other relevant state regulations. Further, Evolving government regulations may require increased costs or adversely affect the Company’s results of operations. In a regulatory climate that is uncertain, the Company’s operations may be subject to direct and indirect adoption, expansion, or reinterpretation of various laws and regulations. Compliance with current and future laws and regulations may require the Company to change its pricing models at an undeterminable and possibly significant initial monetary and annual expense. These additional changes may have a material adverse effect on its results of operations. Additionally, the introduction of new services may require the Company to comply with additional, yet undetermined, laws and regulations. The failure to adequately comply with these future laws and regulations may delay or possibly prevent some of the Company's products or services from being offered to clients and members, which could have a material adverse effect on the business, financial condition, and results of operations.
The Company is overdue on its 2017 and 2018 tax filings, which could subject it to penalties, fines, or interest changes, and which could indicate a failure to maintain adequate financial controls and safeguards. In particular, the Internal Revenue Service (IRS) could impose the Company with costly penalties and interest charges if the Company has filed its tax return late, or has not furnished certain information by the due date. In addition, even if the Company has filed an extension, if it underestimated its taxes, the IRS could penalize it. Potential tax consequences could adversely affect the Company’s results of operations or financial condition.
The Company's agent for service of process is one of the founders. Although a Company is not legally required to have a professional registered agent, there are risks inherent in choosing an individual to serve in this role. Specifically, there is a risk that the individual may not be at the office location registered with the state when process is delivered, or that the service of process may be left with another person. In some cases, an unsuccessful attempt at serving the registered agent allows a court to order “substituted service” such as by serving the Secretary of State, or by posting or publishing the process documents. Furthermore, an individual may move his or her office, may leave the company’s employ, be transferred to another state, or for another reason need to be replaced. In those cases, the registered agent’s name and/or address on file with the Secretary of State will have to be updated. If there is a gap in time before the records are updated, the company may not receive notice of litigation. Additionally, an individual registered agent may mishandle or ignore the documents because of a lack of training, lack of time or time management, personal issues, or other reasons. In any of these cases, the company may fail to respond to the lawsuit in time, which could result in a default judgment, or the registered agent or counsel not receiving notice of the lawsuit in time to respond. This could have negative consequences on the Company’s operations including mismanagement of litigation, which could be time-consuming and expensive and could divert management’s attention. In addition to the above consequences, not appointing a professional registered agent may indicate poor corporate governance or legal oversight.
The Crowd Notes will not be freely tradable until one year from the initial purchase date. Although the Crowd Notes may be tradable under federal securities law, state securities regulations may apply and each Purchaser should consult with his or her attorney. You should be aware of the long-term nature of this investment. There is not now and likely will not be a public market for the Crowd Notes. Because the Crowd Notes have not been registered under the 1933 Act or under the securities laws of any state or non-United States jurisdiction, the Crowd Notes have transfer restrictions under Rule 501 of Regulation CF. It is not currently contemplated that registration under the 1933 Act or other securities laws will be effected. Limitations on the transfer of the Crowd Notes may also adversely affect the price that you might be able to obtain for the Crowd Notes in a private sale. Purchasers should be aware of the long-term nature of their investment in the Company. Each Purchaser in this Offering will be required to represent that it is purchasing the Securities for its own account, for investment purposes and not with a view to resale or distribution thereof.
We are selling convertible notes that will convert into shares or result in payment in limited circumstances. These notes only convert or result in payment in limited circumstances. If the Crowd Notes reach their maturity date, investors (by a decision of the Crowd Note holders holding a majority of the principal amount of the outstanding Crowd Notes) will either (a) receive payment equal to the total of their purchase price plus outstanding accrued interest, or (b) convert the Crowd Notes into shares of the Company’s most senior class of preferred stock, and if no preferred stock has been issued, then shares of Company’s common stock (provided the Company has converted into a C-Corporation). If there is a merger, buyout or other corporate transaction that occurs before a qualified equity financing, investors will receive a payment of the greater of their purchase price plus outstanding interest, the amount of preferred shares they would have been able to purchase using the valuation cap (if the Company has converted into a C-Corporation prior), or, if the Company has not converted into a C-Corporation at that time, payment equal to the cash value of such preferred shares had the notes converted into preferred shares. If there is a qualified equity financing (an initial public offering registered under the 1933 Act or a financing using preferred shares), the notes will convert into a yet to-be-determined class of preferred stock, provided the Company has converted into a C-Corporation. If the notes convert because they have reached their maturity date, the notes will convert based on a $4,000,000 valuation cap. If the notes convert due to a qualified equity financing, the notes will convert at a discount of 20%, or based on a $4,000,000 valuation cap. This means that investors would be rewarded for taking on early risk compared to later investors. Outside investors at the time of conversion, if any, might value the Company at an amount well below the $4,000,000 valuation cap, so you should not view the $4,000,000 as being an indication of the Company’s value.
Conversion of the Crowd Note is conditional on the Company converting into a C-Corporation in the future. In order for the Crowd Note to convert into equity in the Company, the Company must first convert from a limited liability company to a C-Corporation. While the Company expects to convert into a C-Corporation in the future, there can be no guarantee that such conversion will be carried out. If the Company never converts into C-Corporation, then the Crowd Note will never convert into equity.
We have not assessed the tax implications of using the Crowd Note. To the extent permitted by generally accepted accounting and tax principles, the Company and investors will treat, account and report the Crowd Note as debt and not equity for accounting and tax purposes and with respect to any returns filed with federal, state or local tax authorities. However, because the Crowd Note is a type of debt security, there has been inconsistent treatment under state and federal tax law as to whether securities like the Crowd Note can be considered a debt of the Company, or the issuance of equity. Investors should consult their tax advisers.
The Crowd Note contains dispute resolution provisions which limit your ability to bring class action lawsuits or seek remedy on a class basis. By purchasing a Crowd Note this Offering, you agree to be bound by the dispute resolution provisions found in Section 6 of the Crowd Note. Those provisions apply to claims regarding this Offering, the Crowd Notes and possibly the securities into which the Crowd Note are convertible. Under those provisions, disputes under the Crowd Note will be resolved in arbitration conducted in Delaware. Further, those provisions may limit your ability to bring class action lawsuits or similarly seek remedy on a class basis.
You may have limited rights. The Company has not yet authorized preferred stock, and there is no way to know what voting rights those securities will have. In addition, as an investor in the Regulation CF offering you will be considered a Non-Major Investor (as defined below) under the terms of the notes offered, and therefore, you have more limited information rights.
You will be bound by an investor proxy agreement which limits your voting rights. As a result of purchasing the notes, all Non-Major Investors (including all investors investing under Regulation CF) will be bound by an investor proxy agreement. This agreement will limit your voting rights and at a later time may require you to convert your future preferred shares into common shares without your consent. Non-Major Investors will be bound by this agreement, unless Non-Major Investors holding a majority of the principal amount outstanding of the Crowd Notes (or majority of the shares of the preferred equity the notes will convert into) held by Non-Major Investors vote to terminate the agreement.
A majority of the Company is owned by a small number of owners. Prior to the Offering, the Company’s current owners of 20% or more of the Company’s outstanding voting securities beneficially own upto 60% of the Company’s voting securities. Subject to any fiduciary duties owed to our other owners or investors under Delaware law, these owners may be able to exercise significant influence over matters requiring owner approval, including the election of directors or managers and approval of significant Company transactions, and will have significant control over the Company’s management and policies. Some of these persons may have interests that are different from yours. For example, these owners may support proposals and actions with which you may disagree. The concentration of ownership could delay or prevent a change in control of the Company or otherwise discourage a potential acquirer from attempting to obtain control of the Company, which in turn could reduce the price potential investors are willing to pay for the Company. In addition, these owners could use their voting influence to maintain the Company’s existing management, delay or prevent changes in control of the Company, or support or reject other management and board proposals that are subject to owner approval.
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.
Frequently Asked Questions
A Side by Side offering refers to a deal that is raising capital under two offering types. This Side by Side offering is raising under Regulation CF and Rule 506(c) of Regulation D.
The Form C is a document the company must file with the Securities and Exchange Commission (“SEC”) which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.
Before making any investment decision, it is highly recommended that prospective investors review the Form C filed with the SEC (included in the company's profile) before making any investment decision.
Rule 506(c) under Regulation D is a type of offering with no limits on how much a company may raise. The company may generally solicit their offering, but the company must verify each investor’s status as an accredited investor prior to closing and accepting funds. To learn more about Rule 506(c) under Regulation D and other offering types check out our blog and academy.
Title III of the JOBS Act outlines Reg CF, a type of offering allowing private companies to raise up to $1 million from all Americans. Prior capital raising options limited private companies to raising money only from accredited investors, historically the wealthiest ~2% of Americans. Like a Kickstarter campaign, Reg CF allows companies to raise funds online from their early adopters and the crowd. However, instead of providing investors a reward such as a t-shirt or a card, investors receive securities, typically equity, in the startups they back. To learn more about Reg CF and other offering types check out our blog and academy.
When you complete your investment on SeedInvest, your money will be transferred to an escrow account where an independent escrow agent will watch over your investment until it is accepted by Dental Genie. Once Dental Genie accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Dental Genie in exchange for your securities. At that point, you will be a proud owner in Dental Genie.
To make an investment, you will need the following information readily available:
- Personal information such as your current address and phone number
- Employment and employer information
- Net worth and income information
- Social Security Number or passport
- ABA bank routing number and checking account number (typically found on a personal check or bank statement)
If you are investing under Rule 506(c) of Regulation D, your status as an Accredited Investor will also need to be verified and you will be asked to provide documentation supporting your income, net worth, revenue, or net assets or a letter from a qualified advisor such as a Registered Investment Advisor, Registered Broker Dealer, Lawyer, or CPA.
An investor is limited in the amount that he or she may invest in a Reg CF offering during any 12-month period:
- If either the annual income or the net worth of the investor is less than $100,000, the investor is limited to the greater of $2,000 or 5% of the lesser of his or her annual income or net worth.
- If the annual income and net worth of the investor are both greater than $100,000, the investor is limited to 10% of the lesser of his or her annual income or net worth, to a maximum of $100,000.
Separately, Dental Genie has set a minimum investment amount of US $1,000.
Accredited investors investing $20,000 or over do not have investment limits.
You are a partial owner of the company, you do own securities after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.
In certain circumstances a company may terminate its ongoing reporting requirement if:
- The company becomes a fully-reporting registrant with the SEC
- The company has filed at least one annual report, but has no more than 300 shareholders of record
- The company has filed at least three annual reports, and has no more than $10 million in assets
- The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
- The company ceases to do business
However, regardless of whether a company has terminated its ongoing reporting requirement per SEC rules, SeedInvest works with all companies on its platform to ensure that investors are provided quarterly updates. These quarterly reports will include information such as: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) any notable press and news.
Currently there is no market or liquidity for these securities. Right now Dental Genie does not plan to list these securities on a national exchange or another secondary market. At some point Dental Genie 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 Dental Genie either lists their securities on an exchange, is acquired, or goes bankrupt.
You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement. If invested under Regulation CF you may also receive periodic updates from the company about their business, in addition to monthly account statements.
This is Dental Genie'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 Dental Genie's Form C. The Form C includes important details about Dental Genie's fundraise that you should review before investing.
For offerings made under Regulation CF, you may cancel your investment at any time up to 48 hours before a closing occurs or an earlier date set by the company. You will be sent a reminder notification approximately five days before the closing or set date giving you an opportunity to cancel your investment if you had not already done so. Once a closing occurs, and if you have not canceled your investment, you will receive an email notifying you that your securities have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, you may go to your account's portfolio page by clicking your profile icon in the top right corner.
If you invest under any other offering type, you may cancel your investment at any time, for any reason until a closing occurs. You will receive an email when the closing occurs and your securities have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your account's portfolio page by clicking your profile icon in the top right corner.