- Profitable since second year of operations and over 10,000 stoves sold
- Grant funded by United Nations Foundation
- Available at Home Depot, REI, Brookstone, Cabela's, ACE Hardware, and more
- Awards/Appearances: CES Innovation Honoree, TechCrunch Hardware Battlefield, Top Chef, Fast Company World Changing Idea Award
- Angel Investor & Advisor Gary Starr, has built several green technology start-ups into profitable companies with two IPO exits.
- Amount raised:
- Seed :
- Minimum Investment: US $500 per investor
- : Crowd Note
- US $10,000,000 :
- Side by Side Offering
** Investor Webinar **
Join CEO Patrick Sherwin on Thursday, June 1st, at 4:00 PM EST as he walks through GoSun's offering materials and take questions from investors.
RSVP required. To RSVP, please visit https://attendee.gotowebinar.com/register/1919895019413505794
Mission and Vision—Clean, Easy and Safe: GoSun was founded with the goal of making cooking easier, cleaner, and more accessible for customers in both developed and emerging markets. GoSun builds a line of fuel-free ovens that are ready for action, incorporating durability and convenience into a package anyone can utilize.
The Problem—Lack of Innovation: Cooking outdoors hasn't changed much in 350,000 years. We are still putting a piece of meat over a fire and letting most of the heat escape. Modern technology is impressive, but cooking gets little innovation; we also need to get serious about stopping our addiction to burning fossil fuels.
Another Global Problem—Fire: According to the United Nation’s Global Alliance for Clean Cookstoves, over 3 billion people are in need of a cookstove that does not emit harmful emissions. The UN has identified that up to 4 million premature deaths are caused by pollutants from wood and solid fuel cookstoves during daily cooking routines. Cooking can put enormous pressures on families trapped in a cycle of poverty, trying to gather enough firewood everyday to cook.
Solution—Effective Solar Oven: GoSun is focused on making incredible outdoor cooking appliances to fuel and inspire clean living in the developed world and providing practical, fuel-free cooking solutions to people in developing nations. GoSun has developed a line of innovative solar cookstoves that can bake, boil, or fry almost anything, just by using the power of the Sun. It’s clean and safe: there are no fossil fuels or wood, no smoke or emissions, no hot coals, no open flames, no explosive gas, and no grease or soot.
Future Solution—Hybrid Solar Electric: GoSun is developing a solution to cook anytime, anywhere, using back-up power supplied by electricity. Initial testing shows the GoSun eGrill to be ten times more efficient than a traditional oven. With minimal marketing, over 1,000 customers have already signed up for the hybrid option.
- Clean: No flame, no smoke, no mess. GoSun makes stylish ovens that cause very little time or worry. These new solar grills are helping reduce pressures on the environment, and enabling people live more healthy and abundant lives.
- Easy: Combining fast-paced lifestyles with space-age tech, GoSun is powering the good life with evacuated tubes that have been used in solar hot water heating for decades. The stoves are portable, set up in seconds, and do not require any supervision. Time saving and ease of use are enduring values to active, often adventurous customers.
- Cook Quality: GoSun makes a wholesome meal in the healthiest way possible. Described by one customer as a “turbo-crockpot," the Grill is easy to use: just add food and come back 20 minutes to an hour later for a rich and juicy meal. The vacuum tube creates a high moisture environment so food doesn’t burn or dry out. Despite its simplicity, GoSun claims dishes come out more succulent and delicious than traditional grills or ovens.
- Vacuum Insulation: The core of the technology is based on an evacuated tube that has the unique ability to capture sunlight and retain heat. Between two layers of tough borosilicate glass (similar to Pyrex) a vacuum layer acts as an ideal insulator, keeping food hot while remaining cool to touch on the outside.
- Efficient: GoSun's patent pending design uses compound parabolic reflectors and a horizontal vacuum tube that convert nearly 80% of all sunlight (infrared, UV, and visible) into usable heat. This technology is four times more efficient than solar PV.
- User-Friendly: With GoSun there's no need to stir or flip food. The stoves are low maintenance, safe to touch and reliable through varying weather. GoSun is cooking without creating soot, smoke or ash; plus, there's little need for accessories or implements.
GoSun was founded by Patrick Sherwin, a social entrepreneur, having worked with solar energy for almost two decades. Patrick spent years living off-grid in the Caribbean, designing and installing green technologies and pushing the limits of outdoor adventure. He maintains a diverse background in energy, engineering, design, green building and science.
Sherwin first encountered solar vacuum tubes while removing a residential solar hot water system. Compelled by their unique thermodynamics, he began experimenting and discovered an incredible way to cook food. Deeper experiments and a strong desire to solve global cooking issues resulted in a unique solar stove that proved easier and more reliable than any other fuel-free device.
In 2012, Patrick exited from a clean tech start-up and began recruiting a team of young designers to launch GoSun. Since the inception, a dual business model has been important: creating a technology that can compete with conventional grills and ovens AND serving those in need of clean technology.
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.
|Terms & Description|
|Investor Types||Accredited Only||Accredited and Non-accredited|
|Round size||US $1,200,000||US $1,200,000|
|US $0||US $35,500|
|Minimum investment||$20,000||US $500|
|US $200,000||US $200,000|
|US $10,000,000||US $10,000,000|
|CF Offering Cap||While GoSun is offering up to $1,200,000 worth of securities in its seed round, only up $1,000,000 of that amount may be raised through Regulation CF.|
|Closing Conditions||The Company is making concurrent offerings under both Regulation CF and Regulation D (the "Combined Offerings"). Unless the Company raises at least the Target Amount of $100,000 under the Regulation CF offering and a total of $200,000 under the Combined Offerings (the “Closing Amount”) by the end of the campaign no securities will be sold in this offering, investment commitments will be cancelled, and committed funds will be returned.||The Company is making concurrent offerings under both Regulation CF and Regulation D (the "Combined Offerings"). Unless the Company raises at least the Target Amount of $100,000 under the Regulation CF offering and a total of $200,000 under the Combined Offerings (the “Closing Amount”) by the end of the campaign no securities will be sold in this offering, investment commitments will be cancelled, and committed funds will be returned.|
For investments between $10,000 - $49,999: GoSun Sport
For investments of $50,000 and above: GoSun Grill
It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.
Please see the financial information listed on the cover page of the Form C and attached below in addition to the following information.
The Company recognizes revenue when: (1) persuasive evidence exists of an arrangement with the customer reflecting the terms and conditions under which products or services will be provided; (2) delivery has occurred or services have been provided; (3) the fee is fixed or determinable; and (4) collection is reasonably assured. The Company typically collects revenue upon sale and recognizes the revenue when the item has shipped. The Company includes credit card merchant account fees as cost of goods sold in the statement of operations. The Company conducted pre-sale campaigns on its products which resulted in $538,218 and $643,382 of deferred revenues as of December 31, 2016 and 2015, respectively. These balances will be recognized to revenues upon fulfillment of the underlying orders.
We believe that our prior earnings and cash flows are not indicative of future earnings and cash flows. As volume increases, gross margins will reduce as we move to two step distribution, i.e. GoSun sells to a middle man who’s then able to increase dealer and customers sales.
GoSun intends to be profitable during 2Q, 2017. GoSun may go into the red for a few months as we invest in new products. GoSun attends nation tradeshows. We employee both in house and outside sales representatives who call potential customers. Revenues are created by selling and marketing products primarily designed and built by GoSun. Strong profit margins are important to GoSun; dealers and distributors are typically given 35-55% discount off the MSRP. In 2017, a full product lineup is expected. This will create a wide range in price and customer experience - from $40 up to $1000. The smaller products carry tighter margins but higher volumes, thus getting more customers into the technology.
The Company currently requires $0.00 a month to sustain operations.
Liquidity and Capital Resources
The proceeds of the offering are not necessary to the operations of the Company. The Offering proceeds are important to our operations. While not dependent on the offering proceeds, the influx of capital will assist in the achievement of our next milestones and expedite the realization of our business plan. Because we have already allocated the proceeds to a specific use dependent on the completion of this Offering, the proceeds will not have a material effect on our liquidity.
The Company has the following sources of capital in addition to the proceeds from the Offering:
Line of Credit of $250K with Huntington Bank (the LOC is tied to GoSun inventory and a personal guarantee from Patrick Sherwin).
Such additional sources of capital are not necessary to the operations of the Company.
Capital Expenditures and Other Obligations
The Company has not made any material capital expenditures in the past two years.
The Company does not intend to make any material capital expenditures in the future.
Trends and Uncertainties
There are some threats to our financial condition such as unforeseen competition. Additionally, margins could be affected if new tariff against Chinese goods is implemented.
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 judgement. Potential Purchasers should also assess the consequences to the Company of any delays in taking these steps and whether the Company will need additional financing to accomplish them.
The financial statements are an important part of this Form C and should be reviewed in their entirety. The financial statements of the Company are attached hereto as Exhibit A.
As discussed in "Dilution" below, the valuation will determine the amount by which the investor’s stake is diluted immediately upon investment. An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their "sweat equity" into the Company. When the Company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of your stake is immediately diluted because each share of the same type is worth the same amount, and you paid more for your shares (or the notes convertible into shares) than earlier investors did for theirs.
There are several ways to value a company, and none of them is perfect and all of them involve a certain amount of guesswork. The same method can produce a different valuation if used by a different person.
Liquidation Value — The amount for which the assets of the Company can be sold, minus the liabilities owed, e.g., the assets of a bakery include the cake mixers, ingredients, baking tins, etc. The liabilities of a bakery include the cost of rent or mortgage on the bakery. However, this value does not reflect the potential value of a business, e.g. the value of the secret recipe. The value for most startups lies in their potential, as many early stage companies do not have many assets (they probably need to raise funds through a securities offering in order to purchase some equipment).
Book Value — This is based on analysis of the Company’s financial statements, usually looking at the Company’s balance sheet as prepared by its accountants. However, the balance sheet only looks at costs (i.e. what was paid for the asset), and does not consider whether the asset has increased in value over time. In addition, some intangible assets, such as patents, trademarks or trade names, are very valuable but are not usually represented at their market value on the balance sheet.
Earnings Approach — This is based on what the investor will pay (the present value) for what the investor expects to obtain in the future (the future return), taking into account inflation, the lost opportunity to participate in other investments, the risk of not receiving the return. However, predictions of the future are uncertain and valuation of future returns is a best guess.
Different methods of valuation produce a different answer as to what your investment is worth. Typically liquidation value and book value will produce a lower valuation than the earnings approach. However, the earnings approach is also most likely to be risky as it is based on many assumptions about the future, while the liquidation value and book value are much more conservative.
Future investors (including people seeking to acquire the company) may value the company differently. They may use a different valuation method, or different assumptions about the company’s business and its market. Different valuations may mean that the value assigned to your investment changes. It frequently happens that when a large institutional investor such as a venture capitalist makes an investment in a company, it values the company at a lower price than the initial investors did. If this happens, the value of the investment will go down.
Solar Energy: Solar power is an innovative disruption similar to cellphones or microwaves. According to visionary, Ray Kurzwiel, (Fortune, 2016) solar energy is experiencing exponential growth and should be the dominant energy source in as soon as 12 years. Global solar revenues exceeded $65 billion in 2015, according to Global Market Insights. Navigant Research predicts solar revenues will total more than $151 billion (or $1.2 trillion cumulative) by 2024.
People are looking for clean tech solutions, yet solar cooking has not popularized due to technological challenges; previous solar oven designs were insufficient for America’s fast-paced lifestyle. GoSun has leveraged a massive industry and repurposed solar water heating technology for cooking. This new innovation has spawned a new market category for a solar stove that is at the confluence of renewable energy, health + nutrition, outdoor living and independence.
Outdoor Cooking: The International Energy Agency(2015) estimates that 1.3 billion people lack access to electricity. In 2016, Bloomberg New Energy and World Bank report concluded that off-grid solar users will grow from 36 million to over 100 million users by the year 2020. These people living without electricity will need an off-grid and healthy method to cook. GoSun is positioning itself to be the dominant player in the outdoor cooking arena.
Outdoor cooking is a robust $2.5 billion market, bridging race and class within the U.S. According to the Hearth, Patio, & Barbecue Assn., the industry’s trade group, 37% of U.S. adults planned to buy a new grill or smoker this year; 56% of those purchases would be for replacement grills. The majority of grills today are sold through the hardware industry. GoSun's unique innovation positions the company with a right to win customers in the conventional grill marketplace and several additional segments.
Competition: There are other solar cookers in the marketplace, but thanks to innovative, proprietary design and social marketing, GoSun, is now a recognized leader and one of the first solar cookers to enter the mainstream marketplace. Solar ovens have struggled to provide the convenience and reliability required for mainstream adoption, as prior designs were too big, too slow, and not user-friendly.
Having outpaced the existing solar cooking industry, GoSun’s competitors are charcoal, propane, camp stoves, and inefficient wood cookstoves. Traditional grilling is a lengthy, tedious process involving dirty and crude equipment. Grills are rarely portable and, when they are, they typically involve handling extremely hot and messy equipment. There is little in today’s market that is eco-friendly, clean or innovative.
Health and Sustainability: Despite the popularity of grilling, BBQ-ing and picnicking, few cooking options appeal directly to a market segment motivated by lifestyles of health and sustainability (LOHAS, estimated at nearly $300 Billion annually). Changing market forces and demographics are also primed to shake up the grilling industry (i.e. less meat, more transparency, climate change, health awareness, etc).
Millenials: Currently dominated by baby boomers, younger consumers are predicted to be 65% more likely to purchase a grill in the next two years, according to a report from global market research firm Mintel. Research also indicates that Millennials are more concerned about environmental and health issues than previous generations.
Gender: Grilling within the U.S. is currently a masculine dominated culture. As the market forces mentioned above take hold, there is strong potential for women to enter the grilling market as new consumers if provided a more gender accessible option. The opposite is true in developing countries where GoSun has seen an increase in young men cooking since it is easy and portable.
The outdoor cooking space is dominated by many ways to burn propane, charcoal and electricity. Collectively, humans spend $123 Billion on cooking fuels each year - World Bank. The masculine grilling industry is dying from a lack of innovation, green technology, and gender inclusion. Intimidating flames, smoky air, greasy messes, and labor intensive cooking has pushed many people away from outdoor cooking who would otherwise love the opportunity.
GoSun’s target audience ranges across multiple interest groups but sources from a similar worldview, that says, "it is possible to live a better life through green technology."
Important Customer Values:
- LOHAS (lifestyle of health and sustainability) - green living, solar, nutrition, energy
- Innovation - sleek, magical, efficient, disruptive, adventurous
- Empowerment - service to others, global aid and relief
- Independence - freedom, preparedness, self sufficient, DIY, situational
- BBQ, Food and Outdoor Cooking Enthusiast
- Outdoor Recreationalist - Camping, Hunting, Fishing
- Boat and RV Enthusiast
- Off-Grid Homesteader
- Prepparedness and Disaster Relief
- NGO, Government and Aid Organizations
- Developing World/Off-grid Solar distributors
We have a limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters. We were incorporated under the laws of Delaware on December 25, 2016. Accordingly, we have limited history upon which an evaluation of our prospects and future performance can be made. Our proposed operations are subject to all business risks associated with new enterprises. The likelihood of our creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the inception of a business, operation in a competitive industry, and the continued development of advertising, promotions, and a corresponding client base. We anticipate that our operating expenses will increase for the near future. There can be no assurances that we will ever operate profitably. You should consider the Company’s business, operations and prospects in light of the risks, expenses and challenges faced as an early-stage company.
The development and commercialization of our products is highly competitive. We face competition with respect to any products that we may seek to develop or commercialize in the future. Our competitors include major companies worldwide. Many of our competitors have significantly greater financial, technical and human resources than we have and superior expertise in research and development and marketing approved products and thus may be better equipped than us to develop and commercialize them.
Quality management plays an essential role in determining and meeting customer requirements, preventing defects, improving the Company’s products and services and maintaining the integrity of the data that supports the safety and efficacy of our products. Our future success depends on our ability to maintain and continuously improve our quality management program. An inability to address a quality or safety issue in an effective and timely manner may also cause negative publicity, a loss of customer confidence in us or our current or future products, which may result in the loss of sales and difficulty in successfully launching new products. In addition, a successful claim brought against us in excess of available insurance or not covered by indemnification agreements, or any claim that results in significant adverse publicity against us, could have an adverse effect on our business and our reputation.
Manufacturing or design defects, unanticipated use of our products, or inadequate disclosure of risks relating to the use of the products can lead to injury or other adverse events. These events could lead to recalls or safety alerts relating to our products (either voluntary or required by governmental authorities) and could result, in certain cases, in the removal of a product from the market. Any recall could result in significant costs as well as negative publicity that could reduce demand for our products. Personal injuries relating to the use of our products can also result in product liability claims being brought against us. In some circumstances, such adverse events could also cause delays in new product approvals. Similarly, negligence in performing our services can lead to injury or other adverse events.
In general, demand for our products and services is correlated with general economic conditions. A substantial portion of our revenue is derived from discretionary spending by individuals, which typically falls during times of economic instability. Declines in economic conditions in the US or in other countries in which we operate may adversely impact our consolidated financial results. Because such declines in demand are difficult to predict, we or the industry may have increased excess capacity as a result. An increase in excess capacity may result in declines in prices for our products and services.
We rely on various intellectual property rights, including patents, trademarks, and copyrights in order to operate our business. Such intellectual property rights, however, may not be sufficiently broad or otherwise may not provide us a significant competitive advantage. In addition, the steps that we have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are not highly developed or protected. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property, could adversely impact our competitive position and results of operations. We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights.
As we expand our business, protecting our intellectual property will become increasingly important. The protective steps we have taken may be inadequate to deter our competitors from using our proprietary information. In order to protect or enforce our patent rights, we may be required to initiate litigation against third parties, such as infringement lawsuits. Also, these third parties may assert claims against us with or without provocation. These lawsuits could be expensive, take significant time and could divert management’s attention from other business concerns. The law relating to the scope and validity of claims in the technology field in which we operate is still evolving and, consequently, intellectual property positions in our industry are generally uncertain. We cannot assure you that we will prevail in any of these potential suits or that the damages or other remedies awarded, if any, would be commercially valuable.
Although dependent on certain key personnel, the Company does not have any key man life insurance policies on any such people. The Company is dependent on Patrick Sherwin and Gary Starr in order to conduct its operations and execute its business plan, however, the Company has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, if any of Patrick Sherwin or Gary Starr die or become disabled, the Company will not receive any compensation to assist with such person’s absence. The loss of such person could negatively affect the Company and its operations.
We are not subject to Sarbanes-Oxley regulations and lack the financial controls and safeguards required of public companies. We do not have the internal infrastructure necessary, and are not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. There can be no assurance that there are no significant deficiencies or material weaknesses in the quality of our financial controls. We expect to incur additional expenses and diversion of management’s time if and when it becomes necessary to perform the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.
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.
Substantial disruption to production at our manufacturing and distribution facilities could occur. A disruption in production at our manufacturing facility could have an adverse effect on our business. In addition, a disruption could occur at the facilities of our suppliers or distributors. The disruption could occur for many reasons, including fire, natural disasters, weather, water scarcity, manufacturing problems, disease, strikes, transportation or supply interruption, government regulation, cybersecurity attacks or terrorism. Alternative facilities with sufficient capacity or capabilities may not be available, may cost substantially more or may take a significant time to start production, each of which could negatively affect our business and results of operations.
Future product recalls or safety concerns could adversely impact our results of operations. We may be required to recall certain of our products should they be mislabeled, contaminated, spoiled, tampered with or damaged. We also may become involved in lawsuits and legal proceedings if it is alleged that the consumption or use of any of our products causes injury, illness or death. A product recall or an adverse result in any such litigation could have an adverse effect on our business, depending on the costs of the recall, the destruction of product inventory, competitive reaction and consumer attitudes. Even if a product liability or consumer fraud claim is unsuccessful or without merit, the negative publicity surrounding such assertions regarding our products could adversely affect our reputation and brand image. We also could be adversely affected if consumers in our principal markets lose confidence in the safety and quality of our products.
The Company depends on the performance of distributors, carriers and other resellers. The Company distributes its products through wholesalers, national and regional retailers, and value-added resellers, many of whom distribute products from competing manufacturers. The Company also sells its products and third-party products in most of its major markets directly to education, enterprise and government customers, and consumers and small and mid-sized businesses through its online and retail stores.
Many resellers have narrow operating margins and have been adversely affected in the past by weak economic conditions. Some resellers have perceived the expansion of the Company’s direct sales as conflicting with their business interests as distributors and resellers of the Company’s products. Such a perception could discourage resellers from investing resources in the distribution and sale of the Company’s products or lead them to limit or cease distribution of those products.
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.
Frequently Asked Questions
A Side by Side offering refers to a deal that is raising capital under two offering types. This Side by Side offering is raising under Regulation CF and Rule 506(c) of Regulation D.
The Form C is a document the company must file with the Securities and Exchange Commission (“SEC”) which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.
Before making any investment decision, it is highly recommended that prospective investors review the Form C filed with the SEC (included in the company's profile) before making any investment decision.
Rule 506(c) under Regulation D is a type of offering with no limits on how much a company may raise. The company may generally solicit their offering, but the company must verify each investor’s status as an accredited investor prior to closing and accepting funds. To learn more about Rule 506(c) under Regulation D and other offering types check out our blog and academy.
Title III of the JOBS Act outlines Reg CF, a type of offering allowing private companies to raise up to $1 million from all Americans. Prior capital raising options limited private companies to raising money only from accredited investors, historically the wealthiest ~2% of Americans. Like a Kickstarter campaign, Reg CF allows companies to raise funds online from their early adopters and the crowd. However, instead of providing investors a reward such as a t-shirt or a card, investors receive shares, typically equity, in the startups they back. To learn more about Reg CF and other offering types check out our blog and academy.
When you complete your investment on SeedInvest, your money will be transferred to an escrow account where an independent escrow agent will watch over your investment until it is accepted by GoSun. Once GoSun accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to GoSun in exchange for your shares. At that point, you will be a proud owner in GoSun.
To make an investment, you will need the following information readily available:
- Personal information such as your current address and phone number
- Employment and employer information
- Net worth and income information
- Social Security Number or government-issued identification
- 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.
The Crowd Note is a security which allows crowd investors to largely realize the same economic benefit traditional investors have historically received when investing in startups. For a convertible note round, investors under $20,000 will have their investment convert into preferred equity at liquidity event, locking in a share price at a discount to the next priced round, and will have an interest rate on their investment. Investors investing $20,000 and over will convert into preferred equity at the subsequent priced round at a discount to that priced round and will have an interest rate on their investment. For a priced round, investors under $20,000 will have their investment convert into preferred equity at a liquidity event, locking in the share price of the current round.
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, GoSun has set a minimum investment amount of US $500.
Accredited investors investing $20,000 or over do not have investment limits.
You are a partial owner of the company, you do own shares after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.
In certain circumstances a company may terminate its ongoing reporting requirement if:
- The company becomes a fully-reporting registrant with the SEC
- The company has filed at least one annual report, but has no more than 300 shareholders of record
- The company has filed at least three annual reports, and has no more than $10 million in assets
- The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
- The company ceases to do business
However, regardless of whether a company has terminated its ongoing reporting requirement per SEC rules, SeedInvest works with all companies on its platform to ensure that investors are provided quarterly updates. These quarterly reports will include information such as: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) any notable press and news.
Currently there is no market or liquidity for these shares. Right now GoSun does not plan to list these shares on a national exchange or another secondary market. At some point GoSun 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 GoSun either lists their shares on an exchange, is acquired, or goes bankrupt.
You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement. If invested under Regulation CF you may also receive periodic updates from the company about their business, in addition to monthly account statements.
This is GoSun'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 GoSun's Form C. The Form C includes important details about GoSun's fundraise that you should review before investing.
For offerings made under Regulation CF, you may cancel your investment at any time up to 48 hours before a closing occurs or an earlier date set by the company. You will be sent a reminder notification approximately five days before the closing or set date giving you an opportunity to cancel your investment if you had not already done so. Once a closing occurs, and if you have not canceled your investment, you will receive an email notifying you that your shares have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, let SeedInvest know by emailing firstname.lastname@example.org. Please include your name, the company's name, the amount, the investment number, and the date your made your investment.
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 shares 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 email us at email@example.com. Please include your name, the company's name, the amount, the investment number, and the date your made your investment.