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Invest in Engiven

Engiven's enterprise donation platform empowers nonprofit organizations to securely accept and exchange cryptocurrency donations.

  • $22,000Amount raised
  • $1,000Minimum
  • $5,000,000Pre-Money valuation

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.

Engiven 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

  • Founded by two entrepreneurs who have a successful track record building a nonprofit donor management application and whose last company in the space was acquired in October 2016
  • Fully functional crypto donation platform currently being used by 25+ nonprofit beta clients
  • Helped facilitate a donation commitment of more than $1 million in BTC to one of its nonprofit clients where 20% of this pledge has already been paid out
  • Beta users include two of the largest churches in America
  • Registered with FinCEN as a Money Services Business

Fundraise Highlights

  • Total Amount Raised: US $22,000
  • Total Round Size: US $1,000,000
  • Raise Description:  Seed
  • Minimum Investment:  US $1,000 per investor
  • Security Type:  Preferred Equity
  • Pre-Money valuation :  US $5,000,000
  • Offering Type:   Side by Side Offering

The Engiven platform empowers nonprofit organizations to safely & securely accept cryptocurrency donations. With more than $292 billion donated to nonprofits by individuals in 2018 in the US, Engiven's technologies "crypto enable" nonprofits.


Engiven was founded to help the nonprofit community gain access to the financial and strategic benefits of cryptocurrency donations.  We are a team of technologists, designers and communicators that believe cryptocurrency is an important new asset that can greatly impact social causes and the global nonprofit community.  Our platform greatly reduces the complexity involved in accepting and exchanging crypto. 

Engiven's founders have a successful track record of developing technology-based fundraising products. Their most recent company, Mogiv.com, was an early text-to-give and donor management application, which was acquired in late 2016.  After a year of research into blockchain and cryptocurrencies, they founded Engiven with a mission to become the top cryptocurrency giving platform in the US and abroad.

On the Engiven platform a nonprofit organization can quickly sign up, become verified via a KYC/AML process and then begin accepting cryptocurrency donations.  They can also immediately convert the crypto into fiat and the funds are deposited into their bank account via banking ACH.   Engiven charges an annual fee to accept unlimited donations and a transaction spread fee for exchanging crypto to fiat, usually between 3%-8% of the total transaction size.  Engiven's transaction spread is a significant improvement over standard credit donation fees which typically are capped around 2.9%. 

Engiven has currently partnered with 25+ nonprofit organizations (beta group) and intends to begin marketing to the general nonprofit community in Q3, 2020.  Our focus areas with the beta group is to better understand their crypto-awareness, technical knowhow, ability to communicate to donors and donor demand.

Media Mentions

The Team

Founders and Officers

James was most recently the Co-Founder & CEO of Mogiv, a mobile and cloud-based giving technology for nonprofit organizations. Mogiv was acquired by Ministry Brands in October 2016. James also served as the Chief of Staff + Innovation of San Diego Rock Church, one of the largest churches in America. James founded GrepNet, a software engineering company that commercialized in-memory database technologies and built software products for global companies and the US Government. GrepNet was acquired in 1999 and was again acquired by McAfee/Intel in 2012 as Nitro Security. As an experienced product and systems designer, James has overseen the development and launch of numerous consumer and enterprise software products used by both public and private audiences around the globe.

James Lawrence

CEO

James was most recently the Co-Founder & CEO of Mogiv, a mobile and cloud-based giving technology for nonprofit organizations. Mogiv was acquired by Ministry Brands in October 2016. James also served as the Chief of Staff + Innovation of San Diego Rock Church, one of the largest churches in America. James founded GrepNet, a software engineering company that commercialized in-memory database technologies and built software products for global companies and the US Government. GrepNet was acquired in 1999 and was again acquired by McAfee/Intel in 2012 as Nitro Security. As an experienced product and systems designer, James has overseen the development and launch of numerous consumer and enterprise software products used by both public and private audiences around the globe.

Matt Hayes

President, Chief Compliance Officer

Matt was most recently the CIO at the Rock Church, one of America’s largest churches. Prior to that, Matt was Co-Founder & COO of Mogiv, a mobile and cloud-based giving technology for nonprofit organizations. Mogiv was acquired by Ministry Brands in October 2016. Matt also served as President of Ecolite USA, a clean technology company that developed pre-engineered building solutions to the US Dept. of Defense and commercial building industry. Matt also served as CEO of Kwikweb.com, a publicly-traded software development company in the domain registration space (symbol KWEB).

Matt Hayes

President, Chief Compliance Officer

Matt was most recently the CIO at the Rock Church, one of America’s largest churches. Prior to that, Matt was Co-Founder & COO of Mogiv, a mobile and cloud-based giving technology for nonprofit organizations. Mogiv was acquired by Ministry Brands in October 2016. Matt also served as President of Ecolite USA, a clean technology company that developed pre-engineered building solutions to the US Dept. of Defense and commercial building industry. Matt also served as CEO of Kwikweb.com, a publicly-traded software development company in the domain registration space (symbol KWEB).

Key Team Members

David Pelling

CFO

Notable Advisors & Investors

Jerry Carleton

Advisor, Head Legal Counsel

Huy Ly

Advisor, Chief Engineer

Rick Dunham

Advisor, Thought Leadership

Nils Smith

Advisor, Business Development

Nick Runyon

Advisor, Digital Strategies

Santiago Matheus

Advisor, Business Development Europe

Adam McWethy

Advisor, Brand Strategy

Trent Dunham

Advisor, Strategic Marketing (Faith)

Scott Hancock

Advisor, Marketing

Brandon T. Willenberg

Advisor, In-House General Counsel

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 $1,000,000

  • Raised to date:
    US $22,000
    US $2,000 (under Reg CF only)

  • Minimum investment:
    US $1,000

  • Target Minimum:
    US $325,000
  • Key Terms

  • Security Type:
    Preferred Equity

  • Share price:
    US $2.95

  • Pre-Money valuation:
    US $5,000,000

  • Is participating?:
    False

  • Liquidation preference:
    1.0x
  • Additional Terms

  • Custody of Shares

    Investors who invest $100,000 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.


  • Closing conditions:
    While Engiven has set an overall target minimum of US $325,000 for the round, Engiven 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 Engiven's Form C.

  • 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

    All investors will receive one coupon code for a free year (no monthly/annual service fees) of service on the Engiven platform.  Investors may give this code to the nonprofit of their choice - a $100.00 value.

    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 $600,000
  • Closed Date
    May 18, 2018
  • Security Type
    Common Equity
  • Pre-Money valuation
    US $1,200,000
  • Other

  • Round Size
    US $455,000
  • Closed Date
    May 29, 2019
  • Security Type
    SAFT
  • Seed

  • Round Size
    US $120,000
  • Closed Date
    May 29, 2019
  • Security Type
    Common Equity
  • Pre-Money valuation
    US $3,300,000
  • Seed

  • Round Size
    US $150,000
  • Closed Date
    Dec 31, 2019
  • Security Type
    Common Equity
  • Pre-Money valuation
    US $3,300,000
  • Market Landscape

    There are an estimated 1.5 million nonprofits in the US and more than 10 million NGOs around the globe.  While Engiven has a global outlook, we are primarily focused on the US market, the largest charitable market in the world. 

    • In 2018, Americans gave $427.71 billion to charities.  
    • The largest source of charitable giving came from individuals at $292.09 billion, or 68% of total giving; followed by foundations ($75.86 billion/18%), bequests ($39.71 billion/9%), and corporations ($20.05 billion/5%).
    • In 2018, the majority of charitable dollars went to religion (29%), education (14%), human services (12%), grantmaking foundations (12%), and health (9%).

    While cryptocurrency donations were a tiny fraction of the overall donations made in 2019, we expect crypto donations to grow significantly in the coming years as nonprofits begin to accept crypto en mass.  Engiven is uniquely positioned in the US religious market, as the founders of Engiven previously developed and sold a donation platform which mainly served the religious market.  Engiven's mission is to "crypto-enable" the US church and secular nonprofits. 

    While there are several platforms that enable individuals make cryptocurrency payments, Engiven is focused exclusively on providing tools, best practices and technologies to nonprofits in the area of cryptocurrency. 

    Cryptocurrency donors generally only benefit from making donations in crypto (not converting to fiat and then donating fiat).  Therefore, Engiven provides a valuable service to the donor by helping nonprofits gain access to the technologies and knowhow needed to successful accept crypto donations. Engiven also monitors both the nonprofit and the donor to ensure that both are protected from possible fraud or misrepresentation. 

    Risks and Disclosures

    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 cryptocurrency donation market is an emerging industry where new competitors are entering the market frequently. Many of the Company’s competitors have significantly greater financial, technical and human resources and may have superior expertise in research and development and marketing approved services and thus may be better equipped than the Company to develop and commercialize services. These competitors also compete with the Company in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, the Company’s competitors may commercialize products more rapidly or effectively than the Company is able to, which would adversely affect its competitive position, the likelihood that its services will achieve initial market acceptance and its ability to generate meaningful additional revenues from its products and services.

    The Company’s expenses will significantly increase as they seek to execute their current business model. Although the Company estimates that it has enough runway until end of year, they will be ramping up cash burn to promote revenue growth, further develop R&D, and fund other Company operations after the raise. Doing so could require significant effort and expense or may not be feasible.

    The Company projects aggressive growth. 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 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 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 licenses 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.

    The future issuance of tokens may constitute the issuance of a “security” under U.S. federal securities laws. The Company intends to tokenize assets in the future. On July 25, 2017, the SEC issued a Report of Investigation under Section 21(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) describing an SEC investigation of The DAO, a virtual organization, and its use of distributed ledger or Blockchain technology to facilitate the offer and sale of DAO Tokens to raise capital. The SEC applied existing U.S. federal securities laws to this new paradigm, determining that DAO Tokens were securities. The SEC stressed that those who offer and sell securities in the U.S. are required to comply with federal securities laws, regardless of whether those securities are purchased with virtual currencies or distributed with Blockchain technology. The SEC’s announcement, and the related report, may be found here: https://www.sec.gov/news/press-release/2017-131. As noted by the SEC, the issuance of tokens represents a new paradigm and the application of the federal securities laws to this new paradigm is very fact specific.

    The Company's product is currently in the beta testing phase and the Company’s business depends almost entirely on its successful development and commercialization. Despite encouraging early results, it has not been possible to fully evaluate or validate the product's efficacy. The Company may require additional development, testing, and potentially regulatory approval before it is able to commercialize its product effectively. This process may take time and delay the launch and commercialization of the product as well as the expenditure of substantial resources beyond the proceeds raised in this offering.

    The Engiven Platform may not be widely adopted and may have limited users. It is possible that the Engiven platform will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed ecosystems (such as the Engiven platform) more generally or the distributed applications to be used on the Engiven platform. Such a lack of use or interest could negatively impact the development of the Engiven platform and therefore the potential utility and value of the securities.

    If the Engiven Platform is unable to satisfy data protection, security, privacy, and other government- and industry-specific requirements, its growth could be harmed. There are a number of data protection, security, privacy, and other government and industry-specific requirements, including those that require companies to notify individuals of data security incidents involving certain types of personal data. Security compromises could harm the Engiven platform’s reputation, erode user confidence in the effectiveness of its security measures, negatively impact its ability to attract new users, or cause existing users to stop using the Engiven platform.

    The “Unallocated Post-Money Option Pool Percent” is 0%. Companies typically allocate an option pool, which reserves a percentage of the capitalization table sufficient for the Company’s anticipated hiring needs until the next financing round, thereby protecting investors in this round from additional dilution. This dilution could reduce the economic value of the investment, the relative ownership resulting from the investment, or both.

    The reviewing CPA has included a “going concern” note in the audited 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 incurred losses of $682,595 and $648,700 for the periods ending December 31, 2019 and 2018, respectively. The Company also reported an accumulated deficit of $1,331,295 as of December 31, 2019 and negative working capital of $462,991 and $49,123 as of December 31, 2019 and 2018, respectively. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. However, the Company’s management is committed to the development and growth of the Company and have entered into agreements to make significant capital contributions when necessary and at certain points when growth has been achieved. The ability of the Company to continue as a going concern is dependent on management’s ability to implement these plans. No assurance can be given that the Company will be successful in these efforts. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities.

    Engiven is issuing its own unique cryptocurrency for the purpose of raising capital to expand the Company’s platform and brand on a global scale and providing value and incentives to their customers. The Company plans to authorize the minting of 1 billion ENGV tokens via a smart contract on the Public Ethereum Blockchain, pursuant to which, the Company will sell the Tokens to the general public in a publicized product launch (Token Generation Event).

    A Token Generation Event is defined as a bona fide transaction or series of transactions, pursuant to which the Company will sell tokens to the general public in a publicized product launch. The Token Generation Event will occur in an ICO. Token allocation could change from time to time according to capital raised. For more information on the ENGV token allocation, please see Note 8 of the Exhibit B Audited Financials.

    Engiven has authorized the issue of warrants for the right to receive ENGV tokens provided there is a Network Launch to which the Company sells tokens to the general public in a publicized product launch before the expiration or termination of the warrants. The vesting period is over twenty quarters. No warrants were exercised as of December 31, 2019 or 2018. As of December 31, 2019, the Company has issued 370,711,667 warrants. Please see Note 9 of Exhibit B Audited Financials for further details.

    Effective May 28, 2018, the Company adopted a Simple Agreement for Future Tokens (SAFT) subscription agreement. The subscription agreement is offered to key investors and team members in which the Company has allocated 30 million ENGV tokens at $0.05 per token. Upon a Token Generation Event, the Company will automatically issue a number of units of the ENGV token equal to the purchase amount divided by the SAFT Token Price. The Company issued SAFT agreements totaling $90,000 and $365,000 and for the purchase of 1,799,996 and 7,300,000 tokens for the periods ending December 31, 2019 and 2018, all respectively. In total, as of the period ending December 31, 2019 the company had issued SAFT agreements for the purchase of 9,099,996 tokens.

    Additionally, each SAFT subscriber received a warrant to purchase common stock at a predetermined valuation by exchanging the ENGV tokens purchased during the SAFT agreement. The exercise price will be a fully-diluted valuation of $15,000,000 divided by the total number of shares of common stock outstanding including common stock reserved for future issuance under the Company’s equity incentive plans. The conversion rate of common stock will be determined by multiplying the number of tokens by $0.05 per token divided by the exercise price.

    The warrants fully vest on the date of the token generation event and can be exercised up to 18 months from the token generation event. If all warrants were exercised, the resulting additional dilutive shares of common stock would be 49,829 and 36,500 as of December 31, 2019 and 2018, respectively. For more information please see Note 10 of the Exhibit B Audited Financials.

    In April 2018, Engiven entered into an agreement with a developer for the purpose of building and maintaining a software platform and the minting and management of the Company’s cryptocurrency tokens. For work performed during the project duration, the Company will issue a warrant for 1,200,000 Engiven tokens with an exercise price of $0.00001 per token. In addition, contingent upon 1) the successful deployment of 1 billion tokens and the Engiven Member Platform, and 2) the Company’s SAFT/pre-ICO raising a minimum of $600,000, the Company will pay the developer a bonus of $60,000. Further, contingent upon (1) the successful deployment of the smart contract authorizing 1 billion tokens and the Engiven Member Platform, and (2) the SAFT/pre-lCO raising the full subscription amount of $1.2 million, the Company will pay the developer an additional bonus of $60,000. Also, contingent upon the successful deployment of 1 billion tokens, the Company will issue the developer a warrant for the purchase of 5,000,000 tokens from the Team Member allocation pool at a strike price of $0.00001 per token.

    In May 2018, the Company entered into another agreement with an additional developer for the purpose of building and maintaining a software platform and the minting and management of the Company’s cryptocurrency tokens. For work performed during the project duration, the Company will issue a warrant for 500,000 Engiven tokens with an exercise price of $0.00001 per token. In addition, contingent upon 1) the successful deployment of the smart contract authorizing 1 billion tokens and 2) the Company’s SAFT/pre-ICO raising a minimum of $600,000, the Company will pay the developer a bonus of $5,000 per month for the project duration (estimated at 5 months). See Note 11 of the Exhibit B Audited Financials for more information on these Platform and Token Design and Generation Agreements.

    On April 13, 2020, the Company was granted a loan from BBVA USA in the aggregate amount of $51,040, pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act, which was enacted March 27, 2020. The loan, which was in the form of a note dated April 13, 2020 issued by the Company, matures on April 13, 2022 and bears interest at a rate of 1.00% per annum, payable monthly commencing on November 13, 2020. The note may be prepaid by the Company at any time prior to maturity with no prepayment penalties. Funds from the loan may only be used for payroll costs, costs used to continue group health care benefits, mortgage payments, rent, utilities, and interest on other debt obligations incurred before February 15, 2020. The Company intends to use the entire Loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the loan may be forgiven if they are used for qualifying expenses as described in the CARES Act.

    The Company does not have employment contracts in place with each of its employees. Employment agreements typically provide protections to the Company in the event of the employee’s departure, specifically addressing who is entitled to any intellectual property created or developed by those employees in the course of their employment and covering topics such as non-competition and non-solicitation. As a result, if an employee were to leave Engiven, the Company might not have any ability to prevent their direct competition, or have any legal right to intellectual property created during their employment. There is no guarantee that an employment agreement will be entered into.

    The Company has not obtained any state money transmitter licenses and thus cannot yet conduct business in certain states. Subject to certain exemptions, “money transmission” is a regulated activity under both federal and state laws. Under the federal Bank Secrecy Act (BSA), a money transmitter is required to register with the Financial Crimes Enforcement Network (FinCEN), a division of the Treasury Department. While the Company has registered as a Money Services Business with FinCEN, under state law, a money transmitter is required to obtain a license in every state where it either receives funds from, or sends funds to, a resident of that state, whether an individual or a commercial entity. The Company will be required to obtain its money transmitter licenses in individual states, which can be a lengthy and costly process and there is no guarantee that the Company will be able to obtain these licenses. The Company has conducted a lengthy review with its counsel and has determined specific states where it currently can and cannot conduct business without state money transmitter licenses. Their counsel has determined that, currently, the Company is unable to conduct business in Alabama, American Samoa, Connecticut, District of Columbia, Delaware, Florida, Federal States of Micronesia, Georgia, Hawaii, Iowa, Illinois, Louisiana, Maryland, Marshall Islands, Minnesota, Northern Mariana Islands, North Dakota, Nebraska, New Jersey, New Mexico, Nevada, New York, Ohio, Oklahoma, Oregon, and Puerto Rico.

    The Company will be required to conduct a third party anti-money laundering audit as a condition to closing. As a regulated business, under the federal Bank Secrecy Act (BSA), the Company is required to assist U.S. government agencies in detecting and preventing money laundering. The Company has confirmed they have a formal compliance program and procedures in place. However, upon the completion of an independent audit, the Company may discover they have deficiencies in their current program or processes and/or may be in violation of certain laws. In this case, the Company will need to expend resources to strengthen their program and internal procedures, and may also potentially be subject to certain fines/penalties.

    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.

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


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