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Gimme Radio

Building highly engaged communities for passionate music fans

Gimme Radio 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 Gimme Radio 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

  • 800% Growth In Registered Users Since January 1, 2018
  • As of January 25th, over 127,500 registered users
  • CEO and COO were key members of the team that sold Beats Music to Apple Inc. as part of a $3B Acquisition in 2014
  • Graduated Techstars Music Accelerator, Class of 2018
  • Named a music startup to watch by music:)ally and included in the Forbes music startup roundup in 2018

Fundraise Highlights

  • Total Amount Raised: US $510,601
  • Total Round Size: US $1,500,000
  • Raise Description:  Seed
  • Minimum Investment:  US $500 per investor
  • Security Type:  Crowd Note
  • Valuation Cap:  US $6,000,000
  • Offering Type:   Side by Side Offering

The team behind Gimme Radio helped define digital music for the last decade. Gimme Radio is their vision for the future.


Today’s digital music services offer very little differentiation in content and features, they rely on algorithms for programming and deliver what we see as an emotionless and solitary experience. The personal connection to music, the community, and the discovery from trusted sources have been forgotten and the passionate fan ignored. These fans are highly valuable - they are loyal and we calculate that they spend 4X what the average music consumer spends. Gimme Radio has found a way to serve these millions of underserved fans. We build new music experiences on a genre by genre basis that focuses on what the fan values: access to a community of like-minded fans, true music discovery from trusted sources, direct contact with high-profile DJs and artists, and multiple ways to support the music and artist they love.

On June 29th, 2017, Gimme Radio launched its first proof of concept, a 24/7 metal focused service where metal fans tune in to hear world-class DJs - like Grammy award winning Dave Mustaine of Megadeth, Jessica Pimentel (star of Orange is the New Black), and Randy Blythe of Lamb of God.

This proof of concept is working and Gimme just launched a monthly subscription tier of Gimme Radio.

Gimme Radio looks to launch its second genre, Country, in Q2 of 2019. The next step in building a network of fan communities in all genres.

Pitch Deck

Product & Service

Gimme Radio is a streaming music offering accessible via web (www.gimmeradio.com), mobile (iOS & Android), and Amazon Alexa. It has two tiers - a free radio service and a $4.99/month subscription offer for access to archived programming. Our programming is created by our roster of 60+ DJs, all tastemakers in music (e.g. musicians and writers). Our DJs share their own stories and experiences with the listener alongside songs they've handpicked - a unique experience in digital music.

Our service also allows for the DJ and the thousands of global listeners to chat in real-time- creating a truly global community.

The Strategy:

Reinvent digital music by building communities of passionate music fans. Rather than relying on algorithmic programming and a catalog of 50M songs, Gimme instead built a service that caters to what fans value. True music discovery by trusted human sources, direct access to artists, interaction with other fans, and access to the limited and exclusive merchandise and services that fans crave. By focusing on the fan, Gimme is able to build vibrant communities, and that leads to long term retention and high revenue potential.

Gimme launched its proof of concept community in the metal genre - a passionate, and large fanbase long ignored by streaming services and radio. The plan now is to take our learnings and build out a network of communities of fans on a genre by genre basis - Country, Rock, Electronic, Hip-Hop, and beyond. Through this network, Gimme will reach hundreds of millions of music fans throughout the world, across dozens of genres.

Business Model:

The service is monetized in several ways. First, we offer opportunities to purchase physical goods that our fans care about - rare and unique music and merchandise. Second, we offer a digital subscription to the service to listen to past shows on-demand and offline (currently offered in the US, Canada, UK, Germany, and Australia). Our plan for 2019 is to expand our subscription opportunities to new pricing tiers and territories and implement other revenue sources including paid sponsorship, tip-jars, and micro-payments. By creating multiple revenue streams, our business model allows us to continue to increase the average revenue per user over time.

Competitive Advantage:

We have several competitive advantages in the marketplace. First, we are building communities in genres that are underserved by the other digital music services and once established these communities will be difficult for others to duplicate. Second, we are creating unique IP - to date, we have created over 2,500 hours of original programming that cannot be acquired anywhere else. Finally, we have a team of experts in the digital music space. We can build and iterate efficiently, and we are aware of the challenges that arise in the global music landscape.

Results:

Since launch, Gimme has amassed over 127.5k registered users. In 2018, the user base increased by 800%. Retention has been strong, with 30-day retention for users who listen at least once to the service at 21% and we have little drop off even after 6 months (15% retention). Most importantly, the user base is highly engaged - taking a true “lean forward” approach to our programming by commenting in the feed, building the community, and supporting our artists and DJs by purchasing their goods. Our cost of acquisition is low ($0.74/user) and we are starting to monetize the base with the subscription service. Early indicators are strong for the subscription service (over 80% conversion to paid from the first-month cohort).

Media Mentions

Team Story

Tyler Lenane, CEO, David Rosenberg, COO, and Jon Maples, CPO, met while working in the digital music industry in San Francisco.  For over 10 years they held executive and management level positions at companies like Apple Music, GooglePlay, Beats Music, and Rhapsody and helped define the space as we know it today.  

After being part of the team that sold Beats Music to Apple in 2014, (one of the biggest digital music acquisitions in history), Tyler and David began to talk about Gimme Radio.  In over 10 years they had seen the same partnerships, contracts, value propositions, and price points rehashed again and again.  They enlisted their former Rhapsody/Napster colleague Jon Maples and the three saw that the major music services, in striving to reach mass adoption, were ignoring a huge opportunity- the passionate fan.  

Knowing that having a great user experience and design was key to the success of a fan-centric platform, they teamed up with Andy Gilliland, who spent years designing multi-device scalable systems and building large go-to-market digital products for brands like Google, Disney, Intel, Samsung, Skype, and eBay.

These are the Gimme Radio founders.

Founders and Officers

Tyler spent his teens touring the VFW’s and basements of America playing guitar in punk rock bands. After graduating from college, Tyler moved to NYC where he played music, worked at record labels, and managed bands. Tyler’s business and legal career in music began with the representation of artists, including the Ramones.

Prior to Gimme Radio, Tyler was a Business Development lead in the Internet Software and Services division at Apple Inc. where he developed the mobile carrier distribution strategy for the newly launched Apple Music. Prior to Apple, Tyler was an SVP and General Counsel at Beats Music LLC, and part of the team that designed and launched the Beats Music. Tyler was a member of the team that sold Beats Music to Apple Inc. in August of 2014.

As the SVP and General Counsel for MOG Inc., a start-up on-demand music subscription service, Tyler worked with the head of product to develop a novel and much-lauded freemium model. He was a key driver in the sale of MOG to Beats Electronics in 2012.

Before entering the world of digital media, Tyler was an attorney in New York City, spending three years at Jenkens Gilchrist Parker Chapin LLP and one year at Troutman Sanders LLP. As a lawyer, Tyler represented and advised clients in connection with complex commercial litigation, intellectual property, and entertainment law matters, and represented a number of artists.

Tyler Lenane

CEO

Tyler spent his teens touring the VFW’s and basements of America playing guitar in punk rock bands. After graduating from college, Tyler moved to NYC where he played music, worked at record labels, and managed bands. Tyler’s business and legal career in music began with the representation of artists, including the Ramones.

Prior to Gimme Radio, Tyler was a Business Development lead in the Internet Software and Services division at Apple Inc. where he developed the mobile carrier distribution strategy for the newly launched Apple Music. Prior to Apple, Tyler was an SVP and General Counsel at Beats Music LLC, and part of the team that designed and launched the Beats Music. Tyler was a member of the team that sold Beats Music to Apple Inc. in August of 2014.

As the SVP and General Counsel for MOG Inc., a start-up on-demand music subscription service, Tyler worked with the head of product to develop a novel and much-lauded freemium model. He was a key driver in the sale of MOG to Beats Electronics in 2012.

Before entering the world of digital media, Tyler was an attorney in New York City, spending three years at Jenkens Gilchrist Parker Chapin LLP and one year at Troutman Sanders LLP. As a lawyer, Tyler represented and advised clients in connection with complex commercial litigation, intellectual property, and entertainment law matters, and represented a number of artists.

David has worked in digital music since 2006, serving in both legal and business capacities for numerous leading digital music streaming services. including Live365, Rhapsody, Beats Music, and Apple. Prior to Gimme Radio, David served as the Head of Distribution Partnerships for Google Play for the Americas and APAC, managing a global team of Business Development leads tasked with growing Google’s digital music service worldwide. 

David also led the legal and economic battles of the 2010-2015 Copyright Royalty Board rate setting procedure to establish the royalty rates for the music industry, which resulted in establishing a fair royalty rate for webcasters. 

David has been heavily involved in the acquisitions of Napster and Sonora Music on behalf of Rhapsody, and worked with Tyler on the $3B acquisition of Beats Music by Apple.

Prior to his work as in-house counsel, David worked at the law firm of Townsend and Townsend and Crew as an associate in its tech transactions licensing group and as a patent litigator. He is a member of both the California State Bar and the USPTO, and holds a patent in digital music entitled “Digital File Processing for Secondary Sale” (US 9,311,633).

David Rosenberg

COO

David has worked in digital music since 2006, serving in both legal and business capacities for numerous leading digital music streaming services. including Live365, Rhapsody, Beats Music, and Apple. Prior to Gimme Radio, David served as the Head of Distribution Partnerships for Google Play for the Americas and APAC, managing a global team of Business Development leads tasked with growing Google’s digital music service worldwide. 

David also led the legal and economic battles of the 2010-2015 Copyright Royalty Board rate setting procedure to establish the royalty rates for the music industry, which resulted in establishing a fair royalty rate for webcasters. 

David has been heavily involved in the acquisitions of Napster and Sonora Music on behalf of Rhapsody, and worked with Tyler on the $3B acquisition of Beats Music by Apple.

Prior to his work as in-house counsel, David worked at the law firm of Townsend and Townsend and Crew as an associate in its tech transactions licensing group and as a patent litigator. He is a member of both the California State Bar and the USPTO, and holds a patent in digital music entitled “Digital File Processing for Secondary Sale” (US 9,311,633).

Jon has been at the forefront of creating compelling consumer digital media experiences for over 20 years. After starting in print media as a reporter, editor, and publisher, Jon led the Bay Guardian’s first moves to digital in the early days of the internet by launching both the paper’s web site and a thriving community site.

Jon spent years writing about music for various publications and was able to merge his interest in the music industry and technology at Red Herring Magazine, where he covered the early days of digital music startups. He ended up working at one of the companies he covered, the streaming service Rhapsody.

After managing the company’s content programming efforts, Jon later headed up Rhapsody’s product management practice. He oversaw the transition from primarily a desktop tethered service to a mobile-based one. Immediately prior to Gimme Radio, Jon was VP of Product for 8tracks, a user playlist music site.

Jon Maples

CPO

Jon has been at the forefront of creating compelling consumer digital media experiences for over 20 years. After starting in print media as a reporter, editor, and publisher, Jon led the Bay Guardian’s first moves to digital in the early days of the internet by launching both the paper’s web site and a thriving community site.

Jon spent years writing about music for various publications and was able to merge his interest in the music industry and technology at Red Herring Magazine, where he covered the early days of digital music startups. He ended up working at one of the companies he covered, the streaming service Rhapsody.

After managing the company’s content programming efforts, Jon later headed up Rhapsody’s product management practice. He oversaw the transition from primarily a desktop tethered service to a mobile-based one. Immediately prior to Gimme Radio, Jon was VP of Product for 8tracks, a user playlist music site.

Andy started his career early at Frog Design - a design firm in the US where he focused on mobile interface design. Over his 12 years of working in the Bay Area at firms like Frog, Punchcut, and Odopod, Andy built his practice around designing multi-device scalable systems and building large go-to-market digital products for brands like Microsoft, Disney, Intel, Samsung, eBay, CNN, Google, Motorola, Skype, Toyota, Timex, and T-Mobile.

Andy conceived a process and design approach that bridges the boundaries of brand, digital, and physical. He has proven this process not only for large clients but also with his own brick and mortar business, Black Sands - a brewery and restaurant in San Francisco. Andy designed and built the entire physical and digital experience which includes food products, brewing supplies, and a beer brand that is growing in popularity.

His 360-degree design approach and focus on user experience are unique and valuable to modern brands that have both digital and physical touchpoints. Andy’s approach and process create highly effective and insightful design systems.

Andrew Gilliland

CCO

Andy started his career early at Frog Design - a design firm in the US where he focused on mobile interface design. Over his 12 years of working in the Bay Area at firms like Frog, Punchcut, and Odopod, Andy built his practice around designing multi-device scalable systems and building large go-to-market digital products for brands like Microsoft, Disney, Intel, Samsung, eBay, CNN, Google, Motorola, Skype, Toyota, Timex, and T-Mobile.

Andy conceived a process and design approach that bridges the boundaries of brand, digital, and physical. He has proven this process not only for large clients but also with his own brick and mortar business, Black Sands - a brewery and restaurant in San Francisco. Andy designed and built the entire physical and digital experience which includes food products, brewing supplies, and a beer brand that is growing in popularity.

His 360-degree design approach and focus on user experience are unique and valuable to modern brands that have both digital and physical touchpoints. Andy’s approach and process create highly effective and insightful design systems.

Key Team Members

Monique Hernandez-Fuentes

Head of Marketing

Brian Turner

Program Director

Kerry OBrien

Head of Production

Rory Smith

Head of Engineering

Linda Ryan

Label Relations

Ted Neranchi

Content

Lud Isabegian

Producer

Noah Fortino-Young

Digital Marketing Coordinator

Bri Thomas

Community Manager

Notable Advisors & Investors

Techstars

Investor, Accelerator/Investor

Concord Music

Investor, Investor

SmartHub

Investor, Investment Fund

Luma Launch

Investor, Investment Fund

Terrapin Bale

Investor, Seed VC

Funcubator

Investor, Investment Fund

Chris Gannett

Investor, Angel

Ian Rogers

Advisor, Chief Digital Officer, LVMH

Dave Mustaine

Advisor, Founder of Megadeth

Jessica Pimentel

Advisor, Orange Is The New Black

Nathan Sedlander

Advisor, Co-Founder Starmaker

Ben Weinman

Advisor, Founder of Dillinger Escape Plan

Cory Brennan

Advisor, Owner of 5B Artist Managment

Jeff Daniel

Advisor, Co-Founder Starmaker

Bobby Gaza

Advisor, Head of Engineering for UnitedMasters

Tom Pepper

Advisor, Co-Founder of Nullsoft; creator of WinAmp

Q&A with the Founder

  • Please provide some detail on the company’s involvement with the TechStars accelerator.

    Gimme Radio was one of 10 companies selected in 2018 to participate in the Techstars Music accelerator program. The program ran from February 1 through May 4, 2018. TechStars provided funding and access to hundreds of potential mentors in the music business space as well as access to investors. The program helped Gimme Radio hone its business and product, and assisted with marketing and fundraising strategy. TechStars was an invaluable experience and a great boost to Gimme Radio.

  • Are all 12 founders / employees full-time? If not, please detail.

    3 of the 4 founders are full-time (Tyler, Jon, and David). Andy devotes full-time hours to all of our UI/UX, brand, and creative design, however, he also runs a design firm called LoneUX. His other employees and partners manage most of that, but he does still devote some time. Long term this will change. All other people working on Gimme Radio work on a full-time basis.

  • Please walk through the technical development and structure of the platform.
    We currently manage our live and archive service by combining radio automation software with our own proprietary publishing and app platform.

    We utilize RCS’s Zetta Radio Automation software (same software used by SiriusXM and CBS FM) to create our shows and sequence radio playout to an endpoint. At the endpoint, we utilize AWS (Amazon Web Services) to convert the audio into an HLS stream which is delivered to our web and mobile clients. The web client is React running on a hosted Rails server, the mobile clients are React Native for Android and iOS. On the clients, we combine the audio and metadata from the stream with metadata from our content database for presentation of audio and visual data to the user. Users can also participate in a live chat during the broadcast. Shows that have aired are published via Zetta and stored in AWS S3 for on-demand delivery and playback to subscription users. During playback, we collect usage metrics for performance analysis.     

  • Please discuss Gimme’s key agreement and partnerships

    Regarding Key Agreements and Partnerships, there are two primary areas to discuss. The first, our content licensing arrangements for the paid tier. And second, agreements with our Key DJs. Regarding the licensing deals, Gimme has closed key license agreements with record labels Sony Music Entertainment and Warner Music Group for their paid subscription service.

  • Please outline the state of development for Gimme Country.
    Because we are utilizing the same structure as Gimme Radio (metal) to deliver Gimme Country much of the underlying technology has already been developed. For that reason we will begin “cloning” the metal service for use in country and bolstering the back end to support additional streams and data collection, starting in January. Branding and design have already begun this quarter and are almost complete.

    In addition, we are currently in talks with labels and managers about securing on-air talent, with the aim of having 20 key DJs locked by March, and have already begun recording some early shows.

    The current plan is to launch Gimme Country in Q2 ’19.

  • 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:
    Seed

  • Round size:
    US $1,500,000

  • Raised to date:
    US $510,601
    US $270,601 (under Reg CF only)

  • Minimum investment:
    US $500

  • Target Minimum:
    US $435,000
  • Key Terms

  • Security Type:
    Crowd Note

  • Conversion discount:
    20.0%

  • Valuation Cap:
    US $6,000,000

  • Interest rate:
    4.0%

  • Note term:
    24 months
  • Additional Terms

  • Investment Proxy Agreement

    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.


  • Custody of Shares

    Investors who invest $25,000 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 Gimme Radio has set an overall target minimum of US $435,000 for the round, Gimme Radio 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 Gimme Radio's Form C.

  • Regulation CF cap:
    While Gimme Radio is offering up to US $1,500,000 worth of securities in its Seed, only up to US $1,070,000 of that amount may be raised through Regulation CF.

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

  • Use of Proceeds

    Investor Perks

    All Gimme Radio investors will receive a free Gimme Radio "Investor" Patch. 

    Time-Based Investor Perks

     In addition, investors that invest by February 15, 2019 will receive the investor perk of the next tier (e.g., if you invest $1,000 by the deadline, you will get $5,000 perks).

    Tiered Investor Perks

    $500 – Gimme Radio Investor Patch.

    $1,000 – All the above plus Gimme Radio T-Shirt.

    $5,000 – All the above plus a 6-month membership to the Gimme Brigade (gives full access to our archives of over 2,500 hours of metal programming, 15% off in our store, a personalized Gimme patch, and an exclusive Gimme Brigade T-shirt) and special digital badge indicating investor status on Gimme Radio.

    $10,000 – All the above, but a year-long membership month to the Gimme Brigade (instead of 6 months), plus a “thank you” on our social channels.

    $20,000– All the above, plus the chance to DJ your own “listener” show on Gimme Radio.

    $50,000– All the above, plus a choice of signed guitar from Ben Weinman of Dillinger Escape Plan, a signed bass from Jessica Pimentel of Orange Is The New Black, or a signed Bass from Rob “Blasko” Nicholson, the bass player for Ozzy Osbourne.

    $100,000– A Gimme Radio T-Shirt, 1-year membership to the Gimme Brigade, a “thank you” on our social channels, a chance to DJ your own show on Gimme Radio, PLUS a guitar signed by Dave Mustaine of Megadeth.

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

    Financial Discussion

    Operations

    GIMME RADIO, INC. (“the Company”) was originally formed as an LLC in the state of California on December 20, 2016. The Company converted to a C‐Corporation on May 26, 2017 under the laws of the State of Delaware, and is headquartered in San Francisco, CA. Gimme Radio, Inc. provides a 24/7 global metal radio station where music is hand‐picked by real DJs like Dave Mustaine of Megadeth, Randy Blythe of Lamb of God, and Johan Hegg from Amon Amarth.

    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 $111,450 in cash on hand as of February 4, 2019 which will be augmented by the Offering proceeds and used to execute our business strategy.

    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.

    Market Landscape

    Market Overview:

    We operate in a high growth potential market. Music streaming is becoming the dominant method that consumers listen to recorded music. Estimates forecast that streaming will grow from $7B to $21B in 2023. In 2018, it is estimated that over $51.5B was spent globally by consumers on music on things like digital streaming and downloads, physical music like vinyl and CDs, merchandise, fan experiences, and live events. The passionate fan, though only 11% of the total music consumer audience, spends across all these segments and accounts for roughly $17B of that spend, based on our calculations. We see passionate fan spends an average of $40.99 per month on music and music-related goods, compared to the average music consumer who spends roughly $9.99 per month on streaming services. This is our target customer.

    Competitive Landscape:

    Streaming services like Spotify, Apple, Pandora, and YouTube compete for our listeners, as do traditional AM/FM radio stations and SiriusXM. However, since these services were built to attract and retain the fan who wants more than just a digital stream, we are finding that Gimme Radio is, in fact, complementary to the on-demand streaming and online radio services. Our focus on the fan, and in particular, the hundreds of millions of listeners of underserved genres, is our differentiator. This gives us the early mover advantage in building highly engaged communities around large audiences of valuable and passionate fans.

    Market Interest:

    The landscape for music investment was active in 2018. There were public offerings for Spotify and Tencent Music on the New York Stock Exchange, a large scale multi-billion dollar acquisition by SiriusXM for Pandora, and multiple venture-backed investments in digital radio services like MixCloud and Dash Radio. Investment in the music marketplace is vibrant again.

    Risks and Disclosures

    While the company has seen promising user metrics, including trial conversion rates, engagement, and retention on its new subscription product, this product has only been available since Q4 2018.The subscription product is expected to be the primary driver of future revenues. 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 events 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 limited, and while the company has reduced its burn over recent months, gives the company a limited runway. Their current cash position equates to roughly 2 months of runway.  The Company could be harmed if it is unable to meet its cash demands, and the Company may not be able to continue operations if they are not able to raise additional funds.

    The Company has conducted the following transactions with related persons: During the year ended December 31, 2017, two officers of the Company were issued convertible notes totaling $75,000. At December 31, 2018 the balance of related party convertible notes is $75,000. The related accrued interest during the years ended December 31, 2018 and 2017 is $4,792 ad $1,791, respectively. During the year ended December 31, 2017, the Company was loaned funds of $5,414 from an officer. At December 31, 2018 and 2017, the amount of payable to officer is $5,414 and $5,414, respectively, and are recorded under ‘Related party accruals’ on the balance sheets.

    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. In addition, new entrants not currently considered to be competitors may enter our market through acquisitions, partnerships or strategic relationships. We expect these trends to continue as companies attempt to strengthen or maintain their market positions. The potential entrants may have competitive advantages over us, such as greater name recognition, longer operating histories, more varied services, and larger marketing budgets, as well as greater financial, technical and other resources. The companies resulting from combinations or that expand or vertically integrate their business to include the market that we address may create more compelling service offerings and may offer greater pricing flexibility than we can or may engage in business practices that make it more difficult for us 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 our customers or a reduction in our revenue.

    Maintaining, extending and expanding our reputation and brand image are essential to our business success. We seek to maintain, extend, and expand our brand image through marketing investments, including advertising and consumer promotions, and product innovation. Increasing attention on marketing could adversely affect our brand image. It could also lead to stricter regulations and greater scrutiny of marketing practices. Existing or increased legal or regulatory restrictions on our advertising, consumer promotions and marketing, or our response to those restrictions, could limit our efforts to maintain, extend and expand our brands. Moreover, adverse publicity about regulatory or legal action against us could damage our reputation and brand image, undermine our customers’ confidence and reduce long-term demand for our products, even if the regulatory or legal action is unfounded or not material to our operations.

    In addition, our success in maintaining, extending, and expanding our brand image depends on our ability to adapt to a rapidly changing media environment. We increasingly rely on social media and online dissemination of advertising campaigns. The growing use of social and digital media increases the speed and extent that information or misinformation and opinions can be shared. Negative posts or comments about us, our brands or our products on social or digital media, whether or not valid, could seriously damage our brands and reputation. If we do not establish, maintain, extend and expand our brand image, then our product sales, financial condition and results of operations could be adversely affected.

    The Company has not filed a Form D for its previous convertible notes. 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.

    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.

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


    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, Gimme Radio has set a minimum investment amount of US $500.

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


    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 portfolio page.