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WirelessSaaS PlatformMobile Parental ControlsSan Diego

Invest in Gryphon

AI-powered WiFi network security platform.

Gryphon 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 Gryphon 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. The contents below 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.


Wireless Network Security Market by 2022

$24 Billion

Wireless Network Security Market CAGR

13.82%

  • CEO is a key inventor of MiFi mobile hotspot and a Novatel veteran. CTO led the MiFi software team and was also head of engineering at PortalPlayer (sold to NVIDIA) where they developed the media chips that powered the iconic Apple iPods
  • Strong team with 5 patents filed on IP around better content filtering, IoT intrusion detection using machine learning, and design
  • Accelerators include The Batchery and CONNECT Springboard in San Diego
  • Partnering with Qualcomm and Gemtek
  • Exceeded Kickstarter crowdfunding goal and was featured in Bloomberg, WSJ, Engadget, Curbed, and more
  • Close date:  
  • Indicated Interest:  
  • Raise Description:  Seed
  • Minimum Investment:  US $500 per investor
  • Security Type:  Crowd Note
  • Valuation Cap:  US $7,500,000
  • Offering Type:   Side by Side Offering

In a world with more connected devices than ever before, Gryphon keeps you safe from cyber threats with an AI powered security system.


There is a silent but real threat growing in homes and businesses. The growth of connected devices is increasing our vulnerability to cyber-attacks that can violate our privacy, expose us to identity theft, and expose our kids to inappropriate content from the Internet. Consider the following statistics:

  • The average home now has over seven connected devices
  • There are currently 20 billion connected devices globally, projected to grow to 74 billion by 2025
  • Three out of four of those devices are vulnerable to being hacked
  • World's largest ever DDOS attack was carried out by an army of hacked smart devices in 2016
  • Ransomware emails grew 6000% in 2016
  • Kids as young as five years old have stumbled on to inappropriate material online by accident
  • 88% of parents are concerned about their kid's online activities

The cyber security market is expected to be a $198 billion market with just the wireless network security segment alone growing to nearly $24 billion.

Gryphon offers a cloud managed network based protection service platform that's powerful yet simple. The platform involves an elegant high performance WiFi router system, a simple to use App, and machine learning that will continuously improve over time and usage.

The platform is simple to setup and use because there is no additional software that need to be installed on the end devices. The protection works at the network layer to block unwanted content, malware, and intrusions for any connected device on the network.

Gryphon is not only suitable for families, but also for small businesses by protecting their valuable data from cyber attacks and preserving productivity through blocking inappropriate content while at work. Because the solution can be set up in just minutes without an IT manager or expensive and complicated hardware, small businesses can now afford enterprise level protection for their network.

5 patents have been filed that cover the technology used in the platform and additional IP will be pursued with a proven team that has a track record of launching innovative products like the MiFi mobile hotspot and the Apple iPod. 

What The Media Is Saying

Gryphon is a stylish way to keep your family safe online. It helps that it was designed by the same guy who brought us the MiFi. - Engadget

Gryphon uses machine learning to cut off devices if they behave in unusual ways. - The Wall Street Journal

The coolest feature is to allow or deny real time requests. - 9to5 Toys

Gryphon is a plug-and-play alternative that gives parents more control over the internet access that takes place under their own roof. - Digital Trends

Pitch Deck

Product & Service

Gryphon is a cloud managed network protection platform powered by AI. The platform includes a powerful wireless mesh WiFi router, cloud management application, and a smart phone app that runs on iOS and Android for easy user control.

Some Key Benefits Of The Gryphon Platform:

  • Easy install (Less than 10 minutes) and super fast wireless connection up to 3Gbps
  • Whole house coverage with no dead spots (wireless mesh technology with Qualcomm's WiFi-SON)
  • Content filtering by age group with CrowdRanking™
  • Real time request and approvals for on the go management
  • Screen time management (set bedtimes and homework times)
  • 24/7 intelligent intrusion detection
  • Malware and ransomware protection for all devices on the network
  • Control popular Apps like YouTube, Instagram, and Snapchat

AI Makes It Better 

The reason we are using our patent pending AI based intrusion detection is because new devices are being added to the network constantly and a static approach is inadequate. The AI learns the traffic behaviors of the devices and detects abnormal activities. Machine learning is also being applied to content filtering where we are gathering the approvals of all the parents and using that data along with other sources to build a better content filtering database. With usage and scale, the Gryphon platform gets better.

Cloud Managed

Having the cloud means that your Gryphon will always be up to date with the latest security software, content filters, and malware database. It also means that you can now securely access Gryphon from anywhere using the smart phone App.

AlwaysHome™

Your WiFi router is a powerful computing device on the edge of the network and it's the central device where all the traffic flows for all your devices in the home. What if you can use that computing power to extend your home network outside the home? That's AlwaysHome™. The first application being developed is to manage your child's smartphone even when they are on 4G or other networks and to extend the same level of malware protection as if the device is on the home network. Possibilities are endless for other services with AlwaysHome™.

The Gryphon router is available for pre-order and is not yet launched.

Media Mentions

Team Story

John has been innovating in wireless networking for over 23 years, helping to build the world's first digital mobile phone using the CDMA technology at Motorola and later helping to invent MiFi, the world's first personal hotspot with his team at Novatel Wireless. But it was being a dad that helped launch Gryphon. A few years ago, he found one of his daughters accidentally stumbling on to inappropriate content while searching on the Internet. The existing solutions were just too clumsy and frustrating to use. So he resigned from his executive position and started Gryphon with the same principles that made MiFi a success - simplicity, performance, and design.

Arup has been working with John for the last 6 years at Novatel Wireless and has a passion for innovation and building high performance global teams. Arup also headed up the engineering team that developed the first 4 generations of the media chip that powered the original iconic Apple iPods. He has always said that there is a unique joy when you see your product being used by so many people to help improve their lives. It makes all the challenges you go through worth it. His favorite quote is: "If it is easy, then it's not worth doing."

Together with a global team of experts, building a solution to safeguard our ever increasingly connected lives is an extremely difficult challenge but is something definitely worth doing.

Founders and Officers

John Wu

Co-Founder & CEO

Executive with over 23 years of experience in wireless and IoT at global companies like Novatel Wireless and Motorola.   Led high impact teams with over 120 professionals and successfully shipped multiple product lines with over 4 million units annually.  One of the key inventors of MiFi mobile hotspot - selected by Time Magazine as one of the top gadgets of the century.  John holds 18 patents with others pending.

Arup Bhattacharya

Co-Founder & CTO

Seasoned software and multimedia executive with over 30 years of experience in technology innovation. Led MiFi software development at Novatel Wireless. An executive at PortalPlayer where he developed multiple generations of of the media chip that powered the Apple iPods and helped lead the company to IPO and eventual acquisition by NVDIA. 

John Wu

Co-Founder & CEO

Executive with over 23 years of experience in wireless and IoT at global companies like Novatel Wireless and Motorola.   Led high impact teams with over 120 professionals and successfully shipped multiple product lines with over 4 million units annually.  One of the key inventors of MiFi mobile hotspot - selected by Time Magazine as one of the top gadgets of the century.  John holds 18 patents with others pending.

Arup Bhattacharya

Co-Founder & CTO

Seasoned software and multimedia executive with over 30 years of experience in technology innovation. Led MiFi software development at Novatel Wireless. An executive at PortalPlayer where he developed multiple generations of of the media chip that powered the Apple iPods and helped lead the company to IPO and eventual acquisition by NVDIA. 

Key Team Members

Binu Johnson

Chief Software Architect. UI/UI at Novatel Wireless and Palm.

Les Kollegian

CMO. Over 25 years in consumer product brand experience. Owner of Jacob Tyler.

Arindam Das

AI Expert. Professor at Eastern Washington University.

Peter Townshend

Outside Counsel. Previously partner at Perkins Coie.

Notable Advisors & Investors

Mark Bowles

Investor, Investor/Advisor, Serial entrepreneur, Board director, Founder EcoATM.

Mayone Ventures

Investor, Seed investment fund with a focus on technology that can scale internationally.

Arthur Lin

Advisor, Entrepreneur. Apple executive, Founder of Shasta Networks/Tahoe Networks

William Sutjiadi

Advisor, Successful serial entrepreneur. Founded Mahjong Time and 3 other startups.

Ryan Sit

Advisor, Internet investor and entrepreneur. PicClick owner. Advised Dollar Shave Club

Q&A with the Founder

  • Please detail your business model.
    We offer network-protection-as-a-service. Pricing is $249 for 1 year of service that includes the WiFi mesh router as well as the network based protection. After the first year, it will be $9.99/month for continued protection. We believe there is significant value in our cloud managed network protection software platform that’s based on machine learning technology and we expect to be able to license our technology to 3rd parties as an additional revenue opportunity.
  • What makes you unique from competitors?
    We utilize adaptive, comprehensive machine learning and software to aggregate crowd data from users, and adapt to new threats. Instead of having hardcoded firewall rules, we dynamically learn the behavior of the connected devices and determine if the devices are exhibiting abnormal behavior. Our two-way controls allow for real-time secure communication between parents and the child. Instead of just adding websites to the approved or block lists, we allow the child to request permission to websites, and then the parent can approve or deny the request from anywhere. This system enables a more dynamic exchange of approval similar to real life parent-child requests. The Crowdranking system aggregates our data and data from users’ approval lists to show a ranking to simplify the approval process for other parents. Our competitors only block malware, do not have good content filters or use machine learning to adapt to new threats. As awareness and demand grows for network based protection from the exploding IoT market, there are emerging solutions from known brands such as Symantec's Norton Core. There are also new startups such as Circle Media and Cujo.
  • Please describe your current intellectual property and any pending patents.
    We’ve filed five non-provisional patents that are all now in various stages of approval: 1 - Our system and method for managing, controlling, and configuring an intelligent parental control filter. 2 - Our method of protecting networked smart devices (internet of things) from malicious intrusion by an anomaly detection system. 3 - Our unique method of notification and control of a router/bridge with parental control. 4 - Our method of ranking websites for their content quality and age appropriateness, using input from the community, and social networks, and applying one or more other self-learning techniques. 5 - One relating to the ornamental design of the router and platform.
  • How did you build out the projected financials (assumptions and growth drivers)?
    The projected growth drivers are based on additional channels like a UK sales channel, partner sales channels, and retail sales channels. Pricing for the service is $249 for the Gryphon WiFi router and 1 year of service. After 1 year, the monthly price is $9.99 with a 60% retention rate.
  • 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.

    Side by Side 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.


    Terms & DescriptionRegulation D - Rule 506(c)Regulation CF
    Investor TypesAccredited OnlyAccredited and Non-accredited
    Round descriptionSeedSeed
    Round sizeUS $900,000US $900,000
    Offering capN/AUS $900,000
    Amount raisedUS $25,000US $176,750
    Minimum investment$20,000US $500
    Target minimumUS $250,000US $250,000
    Security typeCrowd NoteCrowd Note
    Conversion discount25.0%25.0%
    Valuation capUS $7,500,000US $7,500,000
    Interest rate5.0%5.0%
    Closing ConditionsThe 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 $25,000 under the Regulation CF offering and a total of $250,000 under the Combined Offerings (the “Closing Amount”) by the offering end date 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 $25,000 under the Regulation CF offering and a total of $250,000 under the Combined Offerings (the “Closing Amount”) by the offering end date no securities will be sold in this offering, investment commitments will be cancelled, and committed funds will be returned.
    Investment Management AgreementAll non-Major Purchasers will be subject to an Investment Management Agreement (“IMA”). The IMA 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 IMA included with Company's offering materials for additional details.All non-Major Purchasers will be subject to an Investment Management Agreement (“IMA”). The IMA 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 IMA included with Company's offering materials for additional details.

    Investor Perks

    First 100 investors who invest $1000 or higher will receive a free Gryphon WiFi router with 1 year security subscription ($249 value)

    Investments of $2500 or higher will receive a Gryphon 2 Pack with Wireless Mesh ($499 value)

    Investments of $10,000 or higher will receive Gryphon 2 Pack with a 5 year security subscription ($1099 value)

    Investment of $25,000 or higher will receive Gryphon 2 Pack with a lifetime security subscription (Infinite value*)

    Investment of $75,000 or higher will receive Gryphon 2 Pack with a lifetime security subscription personally delivered (Priceless)

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

    Prior Rounds

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


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

    Angel-2

  • Round Size
    US $412,500
  • Close Date
    Feb 1, 2017
  • Security Type
    Convertible Note
  • Valuation Cap
    US $5,000,000
  • Pre-Seed

  • Round Size
    US $456,493
  • Close Date
    Jan 1, 2018
  • Security Type
    Convertible Note
  • Valuation Cap
    US $7,500,000
  • Angel-1

  • Round Size
    US $40,000
  • Close Date
    Oct 15, 2016
  • Security Type
    Convertible Note
  • Valuation Cap
    US $3,750,000
  • Financial Discussion

    Please see the financial information listed on the cover page of the Form C and attached to this profile in addition to the following information. Financial statements are attached to the Form C as Exhibit B.

    Operations

    The Company is a Delaware corporation headquartered in San Diego, California, that provides a WiFi router and software which utilizes artificial intelligence based learning to make the internet a safer place for children, and all connected devices. The router comes with a mobile application for real time management of all connected devices and allows collaboration with others.

    Liquidity and Capital Resources

    The proceeds from the Combined Offerings 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 Combined Offering proceeds will have a beneficial effect on our liquidity, as we currently have $180,000 in cash on hand which will be augmented by the Combined Offering proceeds and used to execute our business strategy.

    The Company does not have any additional sources of capital other than the proceeds from the Offering.

    Capital Expenditures and Other Obligations

    The Company does not intend to make any material capital expenditures in the future.

    Trends and Uncertainties

    After reviewing the above discussion of the steps the Company intends to take, potential Purchasers should consider whether achievement of each step within the estimated time frame is realistic in their judgment. Potential Purchasers should also assess the consequences to the Company of any delays in taking these steps and whether the Company will need additional financing to accomplish them.

    The financial statements are an important part of this Form C and should be reviewed in their entirety. The financial statements of the Company are attached hereto as Exhibit B.

    Valuation

    Based on the Offering price of the Securities, the pre-Offering value ascribed to the Company is $7,500,000.

    Before making an investment decision, you should carefully consider this valuation and the factors used to reach such valuation. Such valuation may not be accurate and you are encouraged to determine your own independent value of the Company prior to investing.

    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.

    Market Landscape

    Size of the cyber security market worldwide, from 2016 to 2021 (in U.S. dollars)

    Source: Statista https://www.statista.com/statistics/595182/worldwide-security-as-a-service-market-size/


    Risks and Disclosures

    There are existing companies in the WiFi protection space that could introduce similar or enhance existing services. Other competitors that have significant funding may be able to cross sell products and services to its customers. If a larger, better funded company markets or creates a comparable service at a lower price point or with better features, the Company could be negatively impacted.

    The Company’s projections are based on new revenue and distribution channels. There is limited revenue and pricing visibility given the Company has only done pre-orders on Kickstarter and IndieGogo to date. Additionally, the Company is targeting new and unproven markets with its managed WiFi protection product, which introduces unknowns, such as customer adoption and demand. There is no guarantee these forecasts will come to fruition and the Company may struggle to achieve expected projections.

    The Company uses Qualcomm and Gemtek for components and supply chain/manufacturing respectively. Heavy reliance on a single supplier and manufacturer poses risks of shortages, price increases, changes, delay and other issues that could disrupt and adversely affect its business.

    The development and commercialization of our products and services 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 services and thus may be better equipped than us to develop and commercialize products and services. These competitors also compete with us in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, our competitors may commercialize products more rapidly or effectively than we are able to, which would adversely affect our competitive position, the likelihood that our products and services will achieve initial market acceptance and our ability to generate meaningful additional revenues from our products.

    Through our operations, we collect and store certain personal information that our customers provide to purchase products or services, enroll in promotional programs, register on our website, or otherwise communicate and interact with us. We may share information about such persons with vendors that assist with certain aspects of our business. Security could be compromised and confidential customer or business information misappropriated. Loss of customer or business information could disrupt our operations, damage our reputation, and expose us to claims from customers, financial institutions, payment card associations and other persons, any of which could have an adverse effect on our business, financial condition and results of operations. In addition, compliance with tougher privacy and information security laws and standards may result in significant expense due to increased investment in technology and the development of new operational processes.

    An intentional or unintentional disruption, failure, misappropriation or corruption of our network and information systems could severely affect our business. Such an event might be caused by computer hacking, computer viruses, worms and other destructive or disruptive software, "cyber attacks" and other malicious activity, as well as natural disasters, power outages, terrorist attacks and similar events. Such events could have an adverse impact on us and our customers, including degradation of service, service disruption, excessive call volume to call centers and damage to our plant, equipment and data. In addition, our future results could be adversely affected due to the theft, destruction, loss, misappropriation or release of confidential customer data or intellectual property. Operational or business delays may result from the disruption of network or information systems and the subsequent remediation activities. Moreover, these events may create negative publicity resulting in reputation or brand damage with customers.

    We may not be successful in obtaining issued patents. Our success depends significantly on our ability to obtain, maintain and protect our proprietary rights to the technologies used in our services. We have filed multiple provisional patent applications, as detailed under “Business - Intellectual Property”. Filing a provisional patent application only indicates that we are pursuing protection, but the scope of protection, or whether a patent will even be granted, is still undetermined. We are not currently protected from our competitors. Moreover, any patents issued to us may be challenged, invalidated, found unenforceable or circumvented in the future. Any intellectual enforcement efforts the Company seeks to undertake, including litigation, could be time-consuming and expensive and could divert management’s attention.

    We rely on various intellectual property rights, including patents and trademarks 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.

    The reviewing CPA has included a “going concern” note in the reviewed financials. The reviewing CPA notes that as of December 31, 2016 the Company has incurred losses from inception of approximately $179,123 which, among other factors, raises substantial doubt about the Company's ability to continue as a going concern. The reviewing CPA further notes that the ability of the Company to continue as a going concern is dependent upon management's plans to raise additional capital from the issuance of debt or the sale of stock, its ability to commence profitable sales of its flagship product, and its ability to generate positive operational cash flow. The reviewing CPA also notes that accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.

    We have not prepared any audited financial statements. Therefore, you have no audited financial information regarding the Company’s capitalization or assets or liabilities on which to make your investment decision. If you feel the information provided is insufficient, you should not invest in the Company. 

    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.

    Our business could be negatively impacted by cyber security threats, attacks and other disruptions. Like others in our industry, we continue to face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary information and sensitive/confidential data relating to our operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack our products or otherwise exploit any security vulnerabilities. These intrusions sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs. Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of our customers or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that we produce or procure from third-parties may contain defects in design or manufacture, including "bugs" and other problems that could unexpectedly interfere with the operation of the information infrastructure. A disruption, infiltration or failure of our information infrastructure systems or any of our data centers as a result of software or hardware malfunctions, computer viruses, cyber attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect our business.

    The Company has not filed a Form D for its offerings of convertible notes in 2016 and 2017. 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. 

    If we do not respond to technological changes or upgrade our websites and technology systems, our growth prospects and results of operations could be adversely affected. To remain competitive, we must continue to enhance and improve the functionality and features of our websites and technology infrastructure. As a result, we will need to continue to improve and expand our hosting and network infrastructure and related software capabilities. These improvements may require greater levels of spending than we have experienced in the past. Without such improvements, our operations might suffer from unanticipated system disruptions, slow application performance or unreliable service levels, any of which could negatively affect our reputation and ability to attract and retain customers and contributors. Furthermore, in order to continue to attract and retain new customers, we are likely to incur expenses in connection with continuously updating and improving our user interface and experience. We may face significant delays in introducing new services, products and enhancements. If competitors introduce new products and services using new technologies or if new industry standards and practices emerge, our existing websites and our proprietary technology and systems may become obsolete or less competitive, and our business may be harmed. In addition, the expansion and improvement of our systems and infrastructure may require us to commit substantial financial, operational and technical resources, with no assurance that our business will improve.

    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.

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


    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 government-issued identification
    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.


    What is a Crowd Note?

    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.


    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, Gryphon 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 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:

    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 shares in the future?

    Currently there is no market or liquidity for these shares. Right now Gryphon does not plan to list these shares on a national exchange or another secondary market. At some point Gryphon 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 Gryphon either lists their shares 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 Gryphon'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 Gryphon's Form C. The Form C includes important details about Gryphon'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 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, 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 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 go to your portfolio page.