- Generated revenues of $9.84 million since launch, CAGR of 107%
- Veteran management team backed by investors like Barbara Corcoran
- Issued and pending patents on product design and technology
- Official NEAT Certification from the Mayo Clinic
- On-demand manufacturing process allowing for tens of thousands of product customizations with minimal inventory, and shipping within one week of order
- Total Amount Raised: US $85,505
- Total Round Size: US $3,500,000
- Series A :
- Minimum Investment: US $1,000 per investor
- : Preferred Equity
- US $22,000,000 :
- Side by Side Offering
85% of the American work force are sedentary at their jobs, spending an average of 21 hours of their day either sitting or sleeping. This has contributed to a health epidemic in the US in what has been termed "sitting disease" by the medical community. Numerous institutions like The Mayo Clinic, the American Medical Association (AMA) and the Center for Disease Control (CDC) have declared that "sitting is the new smoking," alluding to the fact that 75% of healthcare costs are consumed by chronic diseases - such as obesity, diabetes and lower back pain (LBP) - and that prolonged sitting is the leading contributor to chronic diseases in our modern-day, technology-driven society.
Employers provide health insurance for 72% of the US work force, so they care a lot about runaway healthcare costs and the continually degrading health of their employees. Against the backdrop of $500 billion spent nationally on obesity, diabetes and LBP treatment alone, employers are already investing $8 billion a year on corporate wellness programs. Much of that spending is on free perks that employees enjoy outside of work - such as free gym memberships, or free Fitbits to track their exercise activities - but do little to affect their time at work, where they remain sentenced to the chair.
We're Already Helping Thousands Stay Healthier Every Day
iMovR is all about improving the well being of over 100 million workers who spend practically their entire workday seated. We have already sold over $9.84 million of our innovation-rich standing desks, treadmill desks and other "active workstations" to more than 10,000 customer accounts including corporate, government and educational institutions from Silicon Valley to Wall Street. With standing desk provisioning now the #1 fastest-growing corporate wellness benefit we've been enjoying a rising tide, but we believe the adoption rate is being hampered by the lack of hard stats on the "Big Three" ROI's: improved health outcomes, reduced healthcare costs and boosted employee productivity.
That's where our new iMovR Cloud software and patented activity sensors for active workstations come in, and bringing it to market is what we are primarily raising this funding round for. We already have a very sound business selling active desks, with 107% compounded annual growth over the past five years. We believe that providing CFOs with hard evidence of the ROI from exchanging sedentary desks with active workstations is going to accelerate the rate at which employers invest in these products.
What Our Customers Say...
I absolutely LOVE my desk! It's worth every penny to have a high-quality sit/stand desk that is quiet, looks great, and will be with me for many years to come. And while the increased energy and health benefits are almost obvious, it's just great to actually feel better while, and after, working each day. - Brian Norris
I have a better outlook because I feel better, it puts me in a better mood somehow. Others I work with who also got one have said the same thing. - Peggy Hamilton, Keys Bank
I don't feel uncomfortable/restless when I get home after a full day working at my computer. - K Grindle, USGS
My iMovR desk helped me lose 50 lbs after each of my three pregnancies. - Molly Davis
It makes my work day pass so much faster. My back is not sore when I walk on my treadmill. It is quiet and easy to use. The combination desk and treadmill are a great fit. - Clint Hansen, FVC Law
*The above individuals were not compensated in exchange for their testimonials. In addition, their testimonials should not be construed as and/or considered investment advice.
Seattle-based iMovR designs and sells state-of-the-art office fitness equipment. We make a wide array of standing desks and desktop converters, treadmill desks and sit-to-stand meeting tables, plus an extensive line of ergonomic accessories from anti-fatigue mats to monitors arms and keyboard trays. Our on-demand production model is unique in the industry, allowing customers to choose from thousands of customization options to match any office space and decor. And we ship out every customized workstation in just one week.
iMovR operates on a "lean" business model, outsourcing all production, warehousing and fulfillment to a handful of strategic manufacturing partners in the USA and Asia. This has allowed us to focus our own investment on creating great products rather than building expensive factories. Most of our products are manufactured in the USA, predominantly in Grand Rapids, MI, the "Silicon Valley" of the office furniture industry.
Over the past five years we've amassed a significant patent portfolio related to data capture from active workstations, ergonomic devices for standing desk and treadmill desk users, and other innovations that allow us to position our products as premium, high-tech and ergonomically-tuned alternatives to cheap imports, and maintain excellent gross margins.
iMovR is the first company to attain the prestigious NEAT Certification from The Mayo Clinic (NEAT = Non-Exercise-Activity-Thermogenesis) in all our key product categories: standing desks, sit-stand tables, treadmill desks, standing desk converters anti-fatigue standing mats. Similar to an EnergyStar label, NEAT certification signals to employers that our products have been laboratory tested and proven to provide health benefits to users. Mayo Clinic is also a beta tester of our proprietary sensors for measuring activity at any active workstation.
The Next Major Milestone
Most of the proceeds from this funding will be devoted to engineering resources, certifications and patenting costs to get our universal activity sensors and our iMovR Cloud software out of the lab and into the marketplace, where we already have enterprise customers eagerly awaiting their release. Our aim is to build an enterprise-wide ecosystem in which every active desk user's standing or walking statistics becomes shareable through the cloud (regardless of desk brand or model - our sensors are universal). From the cloud users will be able to sync the data with their favorite wearable fitness tracking devices, and upload to their employer's corporate wellness software platforms. There it can be merged with biometrics already being collected from employees to get accurate ROI reporting. This kind of accurate measurement is a first in the realm of corporate wellness as it is very difficult to get meaningful stats on gym usage, for example, or to determine how much time employees spend standing or walking versus sitting at their desks.
Our founder, Ron Wiener, has built seven investor-backed technology companies from the ground up before launching iMovR, and has learned over three decades of entrepreneurship how to assemble a "dream team." His aim was to formulate a team with the right DNA to tackle the opportunity of creating an entire office fitness ecosystem - from the furniture to the sensor/couplers to the cloud apps - like no contemporary industry player could. To do this he sought out experts in ergonomics, fitness equipment, office furniture, software and hardware development, and corporate wellness. Each member of the team was very deliberately recruited for their piece of DNA. All of the founders are veterans of multiple startups, passionate about making a measurable impact on workplace wellness, and committed for the long haul. Fairly uniquely, this team constituted the first group of investors to back the company; by foregoing salaries for the first few years they were able to skip what would have required at least a $5M-$10M VC round to get to this stage. The result is a lean, scrappy company with a well-oiled team that gets an awful lot done with very little resources every day - and where all the founders and employees are even more motivated to succeed without the heavy dilution of large early financings.
A Side by Side offering refers to a deal that is raising capital under two offering types. If you plan on investing less than US $20,000.00, you will automatically invest under the Regulation CF offering type. If you invest more than US $20,000.00, you must be an accredited investor and invest under the Regulation D offering type.
US $35,505 (under Reg CF only)
All non-Major Purchasers will be subject to an Investor Proxy Agreement ("IPA"). The IPA will authorize an investment Manager to act as representative for each non-Major Purchaser and take certain actions for their benefit and on their behalf. Please see a copy of the IPA included with Company's offering materials for additional details.
We're offering exclusive perks* to the following investors on a first-come, first-served basis:
25% Off to contributors participating in the first $500K raised.
20% Off to contributors participating in the next $1.5M raised.
15% Off to contributors participating in the last $1.5M raised.
* Perks will become available once the individual's investment is closed. Investors will receive personalized coupon codes that they can use for a one-time purchase until Dec 31, 2018. Maximum applicable purchase amount that qualifies for the discount is equal to the capital invested in this Series A round. This coupon cannot be combined with other sales promotions.
It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.
The graph below illustrates theor the of iMovR's prior rounds by year.
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.
Thermogenesis Group, Inc. DBA iMovR (“the Company”) is a corporation organized under the laws of the State of Washington. The Company designs and sells ergonomic office furnishings and treadmill desks designed to allow users to work while standing up.
Liquidity and Capital Resources
The proceeds from the Offering are essential to our operations. We plan to use the proceeds as set forth above under "Use of Proceeds", which is an indispensable element of our business strategy. The Offering proceeds will have a beneficial effect on our liquidity, as we have approximately $198,348 in cash on hand as of December 31, 2017 which will be augmented by the Offering proceeds and used to execute our business strategy.
The Company currently does not have any additional outside sources of capital other than the proceeds from the Combined Offerings.
Capital Expenditures and Other Obligations
The Company does not intend to make any material capital expenditures in the future.
Trends and Uncertainties
After reviewing the above discussion of the steps the Company intends to take, potential Purchasers should consider whether achievement of each step within the estimated time frame is realistic in their judgment. Potential Purchasers should also assess the consequences to the Company of any delays in taking these steps and whether the Company will need additional financing to accomplish them.
The financial statements are an important part of this Form C and should be reviewed in their entirety. The financial statements of the Company are attached hereto as Exhibit B.
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 units (or grants options over its units) 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 units than the founders or earlier investors, which means that the cash value of your stake is immediately diluted because each unit of the same type is worth the same amount, and you paid more for your units (or the notes convertible into units) than earlier investors did for theirs.
There are several ways to value a company. 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.
iMovR is one of a growing breed of companies in what has been dubbed the "Office Fitness Sector". This sector lies at the intersection of the $27B office furniture industry, the projected $13B fitness equipment industry, the $15B wristwear industry and the $8B corporate wellness industry. To our knowledge, we're the only "pure play" company that was formed specifically to merge the four disciplines - both low-tech and high-tech elements - in creating an entire ecosystem for office fitness within the enterprise.
Our go-to-market strategy includes our own ecommerce sites, such as iMovR.com and SitLess.com (where we also sell our direct competitors' products), as well as Amazon.com, Wayfair, Lowes, NewEgg, Sears and other marketplaces, which now represent about 32% of our revenue. Of our 19 employees five are dedicated to enterprise sales, dealing primarily with steady inbound inquiries. We have not yet invested heavily in outbound enterprise sales but have been preparing to do so with some of the proceeds of this funding round.
Our consumer and SME customers tend to be older, more affluent and more highly educated than average. Many are professionals in law, finance, healthcare or technology, who research extensively before purchase and are willing to pay a premium for quality. Gender mix is roughly 50/50, and the core age group is 35-55. Our large enterprise customers to be driven by HR and Wellness managers, ergonomists, interior designer/architects and other internal influencers. See imovr.com/customer-list for a representative sample of our large enterprise customers.
We Are in Diverse But Related Markets, Distributing Risk and Potential
In each of our major product categories we have different sets of competitors and different market size potentials:
The largest and most competitive market segment by far is full standing desks, where there are several hundred companies now producing standing desks. There has been a sea change occurring over the past few years where online sellers and Asian suppliers are rapidly encroaching upon the "Grand Rapids mafia" of traditional office furniture manufacturing companies. There is a very wide disparity in pricing between direct sellers online and traditional "contract furniture" vendors like Steelcase and Herman Miller who sell through costly multi-tiered channels. iMovR sits roughly in the middle, with an efficient direct-sales business model but offering higher-quality and more technology-enriched products that appeal to customers who want the best, but at a reasonable price.
Our newest product, the Lander Desk, stands alone as the first and only full-sized standing desk to ship almost entirely pre-assembled. It is also our first desk model with a smartphone app and Bluetooth sync - making it a very unique offering in a crowded market of me-too offerings. We believe large enterprise customers as well as SME and residential customers will find its ability to be assembled by anyone in minutes with no tools to be a very popular attribute. For enterprise customers this avoids the cost and delay of scheduling installers.
All our desks leverage our patent-pending SteadyType Ergonomic Keyboard tray as a popular and exclusive option. We are the only producer of standing desks that exclusively offers 3D laminated work surfaces. We're presently the only one with NEAT Certification from The Mayo Clinic (see above). To our knowledge we are the only producer with an on-demand production capability delivering 100% customized desks in only one week from order. We offer eleven standard colors and hundreds of custom colors to match any existing decor - one reason Westin Hotels & Resorts selected iMovR to supply treadmill desks for their Work While Walking Suites. Our scale economics thus do not change significantly with order volume, outside of freight economics that may come into play.
iMovR standing desks are generally priced starting at $700 and can be configured up to large, fully-accessorized configurations at $2,500 or more.
Standing Desk Converters (aka Desktop Converters)
The standing desk converter market is also highly competitive, with one dominant player, Varidesk, being surrounded by nearly 100 competitors who are riding the coat tails of their extraordinarily large advertising promotion (educating the market for everyone's benefit). Our ZipLift line is one of the top-selling products in this product category, and our new USA-made version one of the very few that is American made. These products range in price from $349 to $599 including free shipping.
Presently there is only one other company, Lifespan Fitness, with significant market share, relative to whom we are #2. While NordicTrak, LifeFitness and other fitness equipment companies have chased Lifespan with their own treadmill desk products they collectively represent a very insignificant share as their products were designed by gym equipment experts with no understanding of office furniture, much less ergonomics. The original treadmill desk maker, Steelcase, has not introduced a new product since 2007 (originally at the behest of Mayo Clinic) and no longer produces a competitive offering. Lifespan's focus is on gym equipment and low-cost, mostly residential and SME treadmill desk models, whereas our focus has initially been on enterprise customers. Our new ThermoTread LT being introduced this summer will bring us closer to direct competition with Lifespan. Our treadmills sell for $1,399 to $1,649 including free shipping.
Roughly 10% of our business is EcoLast premium anti-fatigue mats, which are all made in the USA and come with lifetime warranties. There are many competitors in this space, mostly Asian, where product quality tends to be inferior and environmental regulations are much looser than the EPA's. Our American-made mats range in price from $49 to over $1000 for very large-area custom mats, with the average standing desk mat being around $100. We are just now launching a new budget mat line, EverMat, after a year of working with an Asian vendor to develop a polyurethane formulation that resembles our American-made EcoLast products as closely as possible. Prices will be roughly one-third less on EverMat alternatives.
Like standing desk converters, mats are often the "tip of the spear" that first gets us into a large enterprise account, leading to bulk sales and also sales of our other products that they discover in our enclosed catalog.
Keyboard trays and monitor arms are also significant categories for us, and as market size goes, each of these is roughly the same size as the standing mat market. We have limited offerings in ergonomic seating, primarily focused on seats and stools that can be used at a standing desk or safely atop a treadmill. Numerous other accessories include matching 3D-laminated file cabinets, cable management kits, desktop power modules, CPU holders and foot rests - everything necessary to completely outfit an active workstation with one-stop shopping and a certainty that all components will play well together.
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.
The Company’s expenses will significantly increase as they seek to execute their current business model. Although the Company estimates that it has enough runway until end of year, they will be ramping up cash burn to promote revenue growth, further develop R&D, and fund other Company operations after the raise.
The Company may be unable to maintain, promote, and grow its brand through marketing and communications strategies. It may prove difficult for the Company to dramatically increase the number of customers that it serves or to establish itself as a well-known brand in the competitive wellness space. Additionally, the product may be in a market where customers will not have brand loyalty.
We rely heavily on our technology and intellectual property, but we may be unable to adequately or cost-effectively protect or enforce our intellectual property rights, thereby weakening our competitive position and increasing operating costs. To protect our rights in our services and technology, we rely on a combination of copyright and trademark laws, patents, trade secrets, confidentiality agreements with employees and third parties, and protective contractual provisions. We also rely on laws pertaining to trademarks and domain names to protect the value of our corporate brands and reputation. Despite our efforts to protect our proprietary rights, unauthorized parties may copy aspects of our services or technology, obtain and use information, marks, or technology that we regard as proprietary, or otherwise violate or infringe our intellectual property rights. In addition, it is possible that others could independently develop substantially equivalent intellectual property. If we do not effectively protect our intellectual property, or if others independently develop substantially equivalent intellectual property, our competitive position could be weakened.
Effectively policing the unauthorized use of our services and technology is time-consuming and costly, and the steps taken by us may not prevent misappropriation of our technology or other proprietary assets. The efforts we have taken to protect our proprietary rights may not be sufficient or effective, and unauthorized parties may copy aspects of our services, use similar marks or domain names, or obtain and use information, marks, or technology that we regard as proprietary. We may have to litigate to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of others’ proprietary rights, which are sometimes not clear or may change. Litigation can be time consuming and expensive, and the outcome can be difficult to predict.
We are subject to rapid technological change and dependence on new product development. Our industry is characterized by rapid and significant technological developments, frequent new product introductions and enhancements, continually evolving business expectations and swift changes. To compete effectively in such markets, we must continually improve and enhance its products and services and develop new technologies and services that incorporate technological advances, satisfy increasing customer expectations and compete effectively on the basis of performance and price. Our success will also depend substantially upon our ability to anticipate, and to adapt our products and services to our collaborative partner’s preferences. There can be no assurance that technological developments will not render some of our products and services obsolete, or that we will be able to respond with improved or new products, services, and technology that satisfy evolving customers’ expectations. Failure to acquire, develop or introduce new products, services, and enhancements in a timely manner could have an adverse effect on our business and results of operations. Also, to the extent one or more of our competitors introduces products and services that better address a customer’s needs, our business would be adversely affected.
Ron Wiener, CEO, Marat Saks, CFO, and Andrew Rosenbaum, CTO/COO, currently do not have employment agreements in place. Employment agreements typically provide protections to the Company in the event of an employee’s departure, specifically addressing who is entitled to any intellectual property created or developed by those employees in the course of their employment and covering topics such as non-competition and non-solicitation. As a result, if Ron, Marat, or Andrew were to leave iMovR, the Company might not have any ability to prevent his direct competition, or have any legal right to intellectual property created during his employment. There is no guarantee, however, that such an agreement will be entered into.
The development and commercialization of our products and services are highly competitive. We face competition with respect to any products and services 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 services and thus may be better equipped than us to develop and commercialize 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 services will achieve initial market acceptance and our ability to generate meaningful additional revenues from our products and services.
The Company’s success depends on the experience and skill of the board of directors, its executive officers and key employees. In particular, the Company is dependent on Ron Wiener. There can be no assurance that they will continue to be employed by the Company for a particular period of time. The loss of our key employees or any member of the board of directors or executive officer could harm the Company’s business, financial condition, cash flow and results of operations.
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.
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.
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 securities, typically equity, in the startups they back. To learn more about Reg CF and other offering types check out our blog and academy.
When you complete your investment on SeedInvest, your money will be transferred to an escrow account where an independent escrow agent will watch over your investment until it is accepted by iMovR. Once iMovR accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to iMovR in exchange for your securities. At that point, you will be a proud owner in iMovR.
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.
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, iMovR has set a minimum investment amount of US $1,000.
Accredited investors investing $20,000 or over do not have investment limits.
You are a partial owner of the company, you do own securities after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.
In certain circumstances a company may terminate its ongoing reporting requirement if:
- The company becomes a fully-reporting registrant with the SEC
- The company has filed at least one annual report, but has no more than 300 shareholders of record
- The company has filed at least three annual reports, and has no more than $10 million in assets
- The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
- The company ceases to do business
However, regardless of whether a company has terminated its ongoing reporting requirement per SEC rules, SeedInvest works with all companies on its platform to ensure that investors are provided quarterly updates. These quarterly reports will include information such as: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) any notable press and news.
Currently there is no market or liquidity for these securities. Right now iMovR does not plan to list these securities on a national exchange or another secondary market. At some point iMovR 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 iMovR either lists their securities on an exchange, is acquired, or goes bankrupt.
You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement. If invested under Regulation CF you may also receive periodic updates from the company about their business, in addition to monthly account statements.
This is iMovR'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 iMovR's Form C. The Form C includes important details about iMovR's fundraise that you should review before investing.
For offerings made under Regulation CF, you may cancel your investment at any time up to 48 hours before a closing occurs or an earlier date set by the company. You will be sent a reminder notification approximately five days before the closing or set date giving you an opportunity to cancel your investment if you had not already done so. Once a closing occurs, and if you have not canceled your investment, you will receive an email notifying you that your securities have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, you may go to your portfolio page
If you invest under any other offering type, you may cancel your investment at any time, for any reason until a closing occurs. You will receive an email when the closing occurs and your securities have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your portfolio page.