accessibilityaccreditedactiveactivityaimalarmalign-bottomalign-center-horizontalalign-center-verticalalign-leftalign-rightalign-topanchorangelannoyedapplearchivearrow-downarrow-leftarrow-rightarrow-uparticleat-signawardbalanceballoonbandaidbarcodebellbicyclebinocularsblindboatbook-closedbookbookmarkbookmark-newbookmarkedbooksbottlebriefcasebrushbugbullhornbuscabinetcakecalendarcameracarcashcertificatechalkchart-barschart-linechart-piechatcheckmarkchevron-downchevron-leftchevron-rightchevron-upcircle-arrow-downcircle-arrow-leftcircle-arrow-rightcircle-arrow-upcircle-backwardcircle-checkmarkcircle-chevron-downcircle-chevron-leftcircle-chevron-rightcircle-chevron-upcircle-crosscircle-ejectcircle-exclamationcircle-facebookcircle-firstcircle-forwardcircle-googlepluscircle-gustcircle-lastcircle-linkedincircle-minuscircle-nextcircle-pausecircle-play-thincircle-playcircle-pluscircle-previouscircle-questioncircle-stopcircle-twittercircleclipboard-checkclipboardclockcloud-databasecloud-downloadcloud-fogcloud-gearcloud-lightningcloud-lockcloud-raincloud-snowcloud-synccloud-uploadcloudcocktail-glasscodecombinecomment-fillcommentcommentscompassconfusedconnectconstruction-coneconstructioncontactscoolcopycredit-cardcropcrosscrowncubedatabasedeletedesigndesktopdiamonddicedinnerdisconnectdocumentdownloaddrawerdreamdropletdumbbellearthediteggellipsisenter-downenter-leftenter-rightenter-upenterenvelopeevilexcludeexit-downexit-leftexit-rightexit-upexitexpandeye-droppereyefacebookfactoryfeatherfile-audiofile-codefile-imagefile-videofile-zipfilefilm-playfindfirefirst-aidflagflip-horizontalflip-verticalfloppy-diskfolderfootprintframefunnelgamepadgasgeargiftglassglassesgoogleplusgraduationgrin-evilgringroupgungusthamburgerhammerhappy-grinhappyheadsetheart-fillhearthistoryhomeiconsinboxintersectipadiphonekeykeyboardkeyholeknifelablamplaptopleafleave-downleave-leftleave-rightleave-uplibrarylifebuoylighterlightning-boltlinklinkedinlistlocationlocklotusmadmagicmagnetmalletmanmapmedalmeet-downmeet-leftmeet-rightmeet-upmic-mutemicminusmoonmousemovemusic-notemusicmustachemutenavigationneutralnewsoptionsoutletpaint-rollerpaintbrushpairpaper-planepaperclippaperspastepatchpawpenpencilphonephotopicturepinpine-treeplaneplayplaylistplug-cordpluspodiumpowerpresentationprinterprofilepulsepuzzlequestionquote-closequote-openradiorank1rank2rank3receptionrecycleredorefreshregisterreply-allreplyroad-signrocketrulersadscissorsscreensearchshareshieldshipshirtshockedshrinkshufflesignalsitemapskullsmartphonesmilespeed-fastspeed-mediumspeed-slowspell-checksquaresubtractsunsyncsyringetabtablettagtagstargetteacupterminalthumbs-downthumbs-uptickettilestimertoilet-papertonguetoolstrailertraintransmissiontrashtreetrophytrucktvtwitterumbrellaundounlinkunlockuploaduserusersvolume-highvolume-lowvolume-mediumvolumewarningwheelchairwifiwinkwomanwonderingwrenchzoom-inzoom-outemailcompleteidentity-verificationinvestor-educationpayment-method

Lightsense Technology

Patented technology that uses light to detect illicit drugs for law enforcement, pathogens for food safety and medical applications, and diseases

  • $1,116,473Amount raised
  • $1,000Minimum
  • $12,002,080Pre-Money valuation

Purchased securities are not listed on any exchange. A secondary market for these securities does not currently exist and may never develop. You should not purchase these securities with the expectation that one eventually will.

Lightsense Technology is offering securities under both Regulation CF and Regulation D 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 CF and Regulation D involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest. Furthermore, this profile may contain forward-looking statements and information relating to, among other things, the company, its business plan and strategy, and its industry. Investors should review the risks and disclosures in the offering's draft. The contents of this profile are meant to be a summary of the information found in the company’s Form C. Before making an investment decision, investors should review the company’s Form C for a complete description of its business and offering information, a copy of which may be found both here and below.


Company Highlights

  • Recipient of a Phase I SBIR grant award from the Defense Logistics Agency of the U.S. Department of Defense
  • Holds company-assigned patents as well as exclusive license agreements for background patents on multi-spectral architecture for our enhanced spectrometers
  • Achieved results demonstrating ability to detect and identify viruses in saliva with high sensitivity in initial successful limited company-conducted studies, with more ongoing
  • Strategic partnership signed under MOU with a leading technology and engineering company that has deep AI expertise, and others in discussion
  • Developing technology platform for miniaturized spectrometers, aiming to be a leader in handheld, lightweight, inexpensive, and highly sensitive devices to analyze materials and molecules

Fundraise Highlights

  • Total Amount Raised: US $1,116,473
  • Total Round Size: US $2,000,000
  • Raise Description:  Seed
  • Minimum Investment:  US $1,000 per investor
  • Security Type:  Preferred Equity
  • Pre-Money valuation :  US $12,002,080
  • Offering Type:   Side by Side Offering

Lightsense is developing novel spectrometer solutions to address critical problems in public health, including detection of opioids & illicit drugs, viral pathogens such as SARS-CoV-2 in saliva, and bacterial pathogens in the food supply.


Lightsense's Enhanced Photodetection Spectroscopy (EPS) platform is the basis that allows handheld optical instruments to detect viruses and bacteria in potentially minutes, rather than hours/days with standard PCR/DNA methods. The EPS technology is based on years of development by Lightsense and includes key background IP, which is exclusively licensed.

Lightsense is developing mini-spectrometers (UV through infrared light) that aim to serve a range of material analysis applications. The spectrometers can also constitute building blocks for EPS multi-spectral architecture, where two or more spectrometers are combined into one integrated instrument. The independent spectral outputs can be combined with multimodal data fusion and be subject to artificial intelligence (machine learning) for pattern recognition & analysis. This spectrometer platform has the potential to significantly increase the sensitivity attained by spectrometers.

Lightsense's focus is to use these optical tools to solve problems in public health and healthcare. The EPS platform has potential to provide increased sensitivity and accuracy when detecting and identifying viral pathogens against complex backgrounds of biological fluids. Targets include detecting illicit drugs (as in the opioid epidemic) and viral pathogens (as in the COVID-19 pandemic), and detecting bacterial pathogens in food safety. This can also be applied in drug manufacturing & QA.

The DLA (US DoD) awarded Lightsense an SBIR grant to further develop these spectrometers for detection of SARS-COV-2 and other viruses in saliva. Other grant applications have been submitted, including to the NIH for problems in point-of-care medical testing, and to the DoD for detection of chem/bio-warfare agents. We are in advanced discussions with strategic partners to bring our solutions to market via specific customer channels.

The Team

Founders and Officers

Terje Skotheim, Ph.D.

Chief Executive Officer

Terje is a world-renowned scientist in physics and materials science. For more than 25 years, after a successful academic career, Terje has focused on bringing technologies from the laboratory to the product stage, including advanced MEMS technology, spectrometers & sensors, lithium batteries, biosensors, and high-power lasers. Terje is part of 70 patents, 5 patent applications, and more than 200 publications. He is a founder of several start-up companies. He holds a B.S. in Physics from MIT and a Ph.D. in Physics from UC Berkeley.

Terje Skotheim, Ph.D.

Chief Executive Officer

Terje is a world-renowned scientist in physics and materials science. For more than 25 years, after a successful academic career, Terje has focused on bringing technologies from the laboratory to the product stage, including advanced MEMS technology, spectrometers & sensors, lithium batteries, biosensors, and high-power lasers. Terje is part of 70 patents, 5 patent applications, and more than 200 publications. He is a founder of several start-up companies. He holds a B.S. in Physics from MIT and a Ph.D. in Physics from UC Berkeley.

Bruce I. Berkoff

Chief Marketing Officer

Bruce has a long history and wealth of global experience in the technology industry, having held key marketing (CMO) positions at several leading technology companies. Bruce is currently an Advisor/Mentor at SkyDeck Berkeley, EIR at Vonzos Partners, Chairman of the LCD TV Association, and a frequent advisor to various startups. He was also CMO at CBRITE, CMO/CSO at Applied Materials (AMA T)/AKT, and EVP CMO at LG Philips LCD, and others. Bruce holds undergraduate and graduate degrees in Physics and Biophysics from Princeton and UC Berkeley, respectively. He has been on the BoD of 5 public companies, including LG Display.

Bruce I. Berkoff

Chief Marketing Officer

Bruce has a long history and wealth of global experience in the technology industry, having held key marketing (CMO) positions at several leading technology companies. Bruce is currently an Advisor/Mentor at SkyDeck Berkeley, EIR at Vonzos Partners, Chairman of the LCD TV Association, and a frequent advisor to various startups. He was also CMO at CBRITE, CMO/CSO at Applied Materials (AMA T)/AKT, and EVP CMO at LG Philips LCD, and others. Bruce holds undergraduate and graduate degrees in Physics and Biophysics from Princeton and UC Berkeley, respectively. He has been on the BoD of 5 public companies, including LG Display.

Wade Poteet, Ph.D.

Chief Technology Officer

With more than 30 years experience as a research physicist/engineer, Wade has emphasized system design and manufacturing of advanced instrumentation in optics, electro-optics, and detector technology from X-rays to the far infrared spectrum, including ultra-high precision devices and large telescopes. He has received recognition awards from NASA and has a B.S. and Ph.D. in Physics from the Virginia Polytechnic Institute.

Wade Poteet, Ph.D.

Chief Technology Officer

With more than 30 years experience as a research physicist/engineer, Wade has emphasized system design and manufacturing of advanced instrumentation in optics, electro-optics, and detector technology from X-rays to the far infrared spectrum, including ultra-high precision devices and large telescopes. He has received recognition awards from NASA and has a B.S. and Ph.D. in Physics from the Virginia Polytechnic Institute.

Key Team Members

Richard Kris, Ph.D.

VP, Biotechnology

John Coates

VP, Optical Design

Michael Stanley

VP, Machine Learning

Kevin Harris

VP, Engineering

Michael Berman

VP, Manufacturing

Joshua Nelson

VP, Finance

Term Sheet

A Side by Side offering refers to a deal that is raising capital under two offering types. Investments made through the SeedInvest platform are offered via Regulation CF and subject to investment limitations further described in the Form C and/or subscription documents. Investments made outside of the SeedInvest platform are offered via Regulation D and requires one to be a verified accredited investor in order to be eligible to invest.

Fundraising Description

  • Round type:
    Seed

  • Round size:
    US $2,000,000

  • Raised to date:
    US $1,116,473
    US $172,961 (under Reg CF only)

  • Minimum investment:
    US $1,000

  • Target Minimum:
    US $750,000
  • Key Terms

  • Security Type:
    Preferred Equity

  • Share price:
    US $7.09

  • Pre-Money valuation:
    US $12,002,080

  • Option pool:
    5.02%

  • Is participating?:
    False

  • Liquidation preference:
    1.0x
  • Additional Terms

  • Custody of Shares:

    Investors who invest less than $50,000 will have their securities held in trust with a Custodian that will serve as a single shareholder of record. These investors will be subject to the Custodian’s Account Agreement, including the electronic delivery of all required information. 


  • Total Amount Raised:

    The Total Amount Raised may include investments made outside of the SeedInvest platform, via Regulation D. Approximately $428,500 has been raised prior to the launch of the SeedInvest campaign, via Regulation D. The earliest subscription counted towards the escrow target was made in August of 2021.


  • Closing conditions:
    While Lightsense has set an overall target minimum of US $750,000 for the round, Lightsense must raise at least US $25,000 of that amount through the Regulation CF portion of their raise before being able to conduct a close on any investments made via Regulation CF. For further information please refer to Lightsense's Form C.

  • Regulation CF cap:
    While Lightsense is offering up to US $2,000,000 worth of securities in its Seed, only up to US $1,070,000 of that amount may be raised through Regulation CF.

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

  • Use of Proceeds

    Prior Rounds

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


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

    Pre-Seed

  • Round Size
    US $383,793
  • Closed Date
    Jan 25, 2021
  • Security Type
    Convertible Note
  • Valuation Cap
    US $5,000,000
  • Pre-Seed

  • Round Size
    US $90,000
  • Closed Date
    Oct 30, 2015
  • Security Type
    Convertible Note
  • Market Landscape

    Estimates and Projections for our Combined Target Markets: Drug Detection, Food/Beverage, and Health Point-of-Care (POC) (2016, 2021, 2026)


    Lightsense's handheld and portable spectrometer platform aims to provide solutions for the challenge of identifying substances in complex markets demanding quick and accurate identification. Our spectrometers are lightweight, easy to use, accurate, as well as faster and less expensive than competing products. The patented (licensed), miniaturized, multi-spectral architecture has the potential to open brand new applications for spectroscopy.

    Lightsense's initial target markets include:

    Illicit Drug Detection: The rate of drug overdoses in the US accelerated in 2020, with more than 93K deaths from drug overdoses, mostly from opioids such as fentanyl. Methamphetamine also remains problematic. Lightsense's point-and-shoot handheld optical scanners are designed to detect major illicit drugs (like meth, fentanyl, heroin, cocaine) with sensitivity and accuracy.

    Pathogen Detection: In detecting viruses, like coronavirus, there is a critical need for tools to provide real-time results at places like airports, stadiums, schools, etc. Current technology can be slow & expensive. Lightsense solutions are simple, fast, and low-cost. Early tests indicate our tech takes ~1 minute and can cost less than $5 per use.

    Other markets we believe are suited for our solutions include food safety (bacterial pathogens), pharmaceutical manufacturing (bacterial contamination), and doctors' offices & hospitals (viral/bacterial disease).

    We project our hardware to cost between $5K and $20K, and to outperform more expensive competing products. We project additional revenue from software (SaaS subscriptions) and disposable sample holders (razorblade model). Our target markets are also expected to grow.

    Markets & Values:

    Drug detection: $200M (2016), $500M (2021), $750M (2026)

    Food/Beverage: $7B (2016), $10B (2021), $15B (2026)

    Health POC: $15B (2016), $25B (2021), $100B (2026)

    Risks and Disclosures

    The Total Amount Raised may include investments made outside of the SeedInvest platform, via Regulation D. Approximately $428,500 has been raised prior to the launch of the SeedInvest campaign, via Regulation D. The earliest subscription counted towards the escrow target was made in August of 2021. There is no guarantee that the Company has this cash available for operations as of the date of launch.

    The development and commercialization of the Company’s products and services are highly competitive. It faces competition with respect to any products and services that it may seek to develop or commercialize in the future. Its competitors may include major companies worldwide. Many of the Company’s competitors may have significantly greater financial, technical and human resources and may have superior expertise in research and development and marketing approved services and thus may be better equipped than the Company to develop and commercialize services. These competitors may also compete with the Company in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies, and/or as a result of developing unknown competitive technologies. Accordingly, the Company’s competitors may commercialize products more rapidly or effectively than the Company is able to, which would adversely affect its competitive position, the likelihood that its products and/or services will achieve initial market acceptance and its ability to generate meaningful additional revenues from its products and services.

    Manufacturing or design defects, unanticipated use of the Company's products, or inadequate disclosure of risks relating to the use of the products could lead to injury or other adverse events. These events could lead to recalls or safety alerts relating to its 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 its products. Personal injuries relating to the use of its products could also result in product liability claims being brought against the Company. In some circumstances, such adverse events could also cause delays in new product approvals. Similarly, negligence in performing its services can lead to injury or other adverse events.

    A product recall or an adverse result in litigation could have an adverse effect on the Company's business. The adverse effect depends on the costs of the recall, the destruction of product inventory, competitive reaction, and consumer attitudes. Even if a product liability claim is unsuccessful or without merit, the negative publicity surrounding such assertions could adversely affect its reputation and brand image. The Company also could be adversely affected if consumers in its principal markets lose confidence in the safety and quality of its products.

    The Company is a development stage company. The Company is a development stage company not without minimal operating history. There can be no assurance that the Company will be able to implement its business plan, raise sufficient capital to fund its necessary development, or achieve a level of operating revenues or income sufficient to enable the Company to continue as a going concern. It has few if any available commercial products today and its products in development require further research, development, testing, and regulatory clearances and are subject to the risks of failure inherent in the development of products based on new technologies. These risks include, but are not limited to, the possibilities that the Company’s technology will (i) not be approved by regulatory agencies in the manner or with the level of effort predicted by the Company, (ii) be found to be ineffective or (iii) will be difficult to manufacture on a large scale or uneconomical to market or (iv) that third parties will market superior or equivalent products. There can be no assurance that the Company’s research and development activities will result in any commercially viable products.  

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

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

    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. Additionally, the product may be in a market where customers will not have brand loyalty.

    Technological Uncertainty. As in many tech-related industries, the industry in which the Company operates is rapidly evolving, and it is expected to continue to undergo significant and rapid technological changes. Rapid technological development could result in actual and proposed products, services or processes becoming obsolete before the Company recovers a significant portion of its related research, development, and capital expenses. It is possible that a competitor will have a marketable product prior to any developed by the Company or will develop a product with an effectiveness that exceeds those of any of the Company’s products or will attract customers to their product instead of the Company’s proposed product.

    The Company conducts business in various areas related to many different possible industries, some of which could be in a heavily regulated area. If it fails to comply with any relevant laws and government regulations, it could incur penalties or be required to make significant changes to its operations or experience adverse publicity, which could have a material adverse effect on its business, financial condition, and results of operations. Any industry which is heavily regulated and closely scrutinized by federal, state, and local governments, and would have to follow comprehensive statutes and regulations which could govern the manner in which the Company provides and bills for certain services, and possibly collects reimbursement from governmental programs and private payers, contractual relationships with Providers, vendors and Clients, marketing activities, and other aspects of some of its future operations. Because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of the Company’s business activities could be subject to challenge under one or more of such laws. Achieving and sustaining compliance with these laws may prove costly. Failure to comply with these laws and other laws can result in civil and criminal penalties such as fines, damages, overpayment recoupment loss of enrollment status, and exclusion from the government programs. The risk of the Company being found in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are sometimes open to a variety of interpretations. The Company’s failure to accurately anticipate the application of these laws and regulations to the business or any other failure to comply with regulatory requirements could create liability and negatively affect the business. Any action against the Company for violation of these laws or regulations, even if they successfully defend against it, could cause them to incur significant legal expenses, divert management's attention from the operation of the business, and result in adverse publicity.

    Key Employees. The Company will be dependent upon the availability of its senior executive officers and other key employees who will be responsible for overall management of the Company and the development and marketing efforts of the Company’s technologies and products. A loss of any of such key persons could create significant hardship for the Company and/or result in the Company having to issue additional equity incentives in order to attract and retain necessary replacements.

    Quality management plays an essential role in determining and meeting customer requirements, preventing defects, improving the Company’s products and services, and maintaining the integrity of the data that supports the safety and efficacy of its products. The Company's future success depends on its ability to maintain and continuously improve its quality management program. An inability to address a quality or safety issue in an effective and timely manner may also cause negative publicity, a loss of customer confidence in the Company or the Company's current or future products, which may result in the loss of sales and difficulty in successfully launching new products. In addition, a successful claim brought against the Company in excess of available insurance or not covered by indemnification agreements, or any claim that results in significant adverse publicity against the Company could have an adverse effect on its business and its reputation.

    The Company currently depends on a licensing agreement for the patent publications related to their product. The licensing agreement is exclusive and includes global rights. However, the licensor has the right to terminate or render the license nonexclusive if certain terms of the agreement are not meant, including reimbursement of certain patent expenses; reaching Company milestones including a financing event, and commercial sale of the product, or other diligence milestones. The Company must also provide licensor periodic reports as these diligence milestones are met, including their research, development, manufacturing, marketing or sub-licensing activity. The Company has confirmed that the license agreement is in good-standing and is expected to remain so.

    The Company currently holds certain license agreements for intellectual property and certain intellectual property; however it may not be able to create or obtain intellectual property in the future that may be necessary or desirable to the success of the Company. The Company has certain patents licensed to the Company through exclusive agreements, but such may not be sufficient to preclude others from creating technology that is substantially similar in its abilities or benefits. It has certain patents pending, but it is not certain that filing authorities will ultimately issue such patents. Its ability to obtain protection for new intellectual property (whether through patent, trademark, copyright, or other IP right) is uncertain due to a number of factors, including that the Company may not have been the first to make the inventions. The Company has not conducted any formal analysis of the “prior art” in its technology for which it has not yet filed any provisional or other filings, and the existence of any such prior art would bring the novelty of its technologies into question and could cause the pending patent applications to be rejected. To the extent it has performed any analysis for “prior art” on provisional patent filings, there can be no certainty that an examiner will not determine that such filings are precluded by “prior art.” Further, changes in U.S. and foreign intellectual property law may also impact its ability to successfully prosecute its IP applications. For example, the United States Congress and other foreign legislative bodies may amend their respective IP laws in a manner that makes obtaining IP more difficult or costly. Courts may also render decisions that alter the application of IP laws and detrimentally affect its ability to obtain such protection. Even if the Company is able to successfully register IP, this intellectual property may not provide meaningful protection or commercial advantage. Such IP may not be broad enough to prevent others from developing technologies that are similar or that achieve similar results to the Company. It is also possible that the intellectual property rights of others will bar the Company from licensing its technology and bar it or its customer licensees from exploiting any patents that issue from the pending applications. Finally, in addition to those who may claim priority, any patents that issue from the patent applications may also be challenged by competitors on the basis that they are otherwise invalid or unenforceable.

    The Company projects aggressive growth. If these assumptions are wrong and the projections regarding market penetration are too aggressive, then the financial forecast may overstate the Company's overall viability. In addition, the forward-looking statements are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

    The Company is subject to rapid technological change and dependence on new product development. Its 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, the Company 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. Its success may also depend substantially upon the Company's ability to anticipate, and to adapt its products and services to its collaborative partner’s preferences. There can be no assurance that technological developments will not render some of its products and services obsolete, or that it 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 its business and results of operations. Also, to the extent one or more of its competitors introduce products and services that better address a customer’s needs, its business would be adversely affected.

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

    The Company’s cash position is relatively weak. The Company currently has approximately $116,000 in cash balances as of August 30, 2021. This equates to about 6-8 months of runway. The Company believes that it is able to continue extracting cash from sales as well as grants to extend its runway. The Company could be harmed if it is unable to meet its cash demands, and the Company may not be able to continue operations if they are not able to raise additional funds.

    The Company has participated in Related Party Transactions. During 2015, 2019, 2020, and 2021, the Company issued Convertible Notes to several Related Parties, consisting of existing shareholders as well as counsel for the Company and directors and officers of the Company. The total number of Convertible Notes issued to Related Parties is six (6), totaling $152,516 of principal raised. These Convertible Notes are included in the Convertible Debt disclosure below.

    The Company has outstanding Convertible Debt. The Company has outstanding Convertible Notes worth approximately $473,793 of principal. The convertible notes are convertible into common or preferred stock at a conversion price on the Maturity date. For a portion of the Convertible Notes worth $90,000 of principal, the Notes are convertible into common stock of the Company at a conversion price equal to 60%  of the fair market price per share of the common stock. The remaining portion of the Convertible Notes worth $383,793 of principal, the Convertible Notes are convertible into preferred or common stock, a a conversion price equal to the lesser of (a) 60% of the price paid per share for Equity Securities by the investor in the Qualified Financing (gross proceed of at least $2,000,000) and (b) the price equal to the quotient resulting from dividing $5,000,0000 by the number of outstanding shares of common stock of the company immediately prior the Qualified Financing as defined in the Convertible Note.

    The reviewing CPA has included a “going concern” note in the reviewed financials. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company's current situation raises a doubt on whether the entity can continue as a going concern in the next twelve months, and its ability to continue is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results. Management has evaluated these conditions and plans to generate revenues and raise capital as needed to satisfy its capital needs. During the next twelve months, the Company intends to fund its operations through debt and/or equity financing. There are no assurances that management will be able to raise capital on terms acceptable to the Company. If it is unable to obtain sufficient amounts of additional capital, it may be required to delay or reduce the scope of its planned development, which could harm its business, financial condition, and operating results. The accompanying financial statements do not include any adjustments that might result from these uncertainties.

    The Company has not prepared any audited financial statements. Therefore, investors have no audited financial information regarding the Company’s capitalization or assets or liabilities on which to make investment decisions. If investors feel the information provided is insufficient, then they should not invest in the Company.

    The outbreak of the novel coronavirus, COVID-19, has adversely impacted global commercial activity and contributed to significant declines and volatility in financial markets. The coronavirus pandemic and government responses are creating disruption in global supply chains and adversely impacting many industries. The outbreak could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate material adverse impact of the novel coronavirus. Nevertheless, the novel coronavirus presents material uncertainty and risk with respect to the Funds, the Company’s performance, and its financial results. It is possible that there could be another pandemic of the same or greater severity as that caused by COVID-19, which could likely have significant negative impacts on the business of the Company.

    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 theseshares 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 be 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.

    Lightsense Technology'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 Lightsense Technology'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 $5 million from all Americans. Prior capital raising options limited private companies to raising money only from accredited investors, historically the wealthiest ~2% of Americans. Like a Kickstarter campaign, Reg CF allows companies to raise funds online from their early adopters and the crowd. However, instead of providing investors a reward such as a t-shirt or a card, investors receive securities, typically equity, in the startups they back. To learn more about Reg CF and other offering types check out our blog and academy.


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


    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. Your accredited investor status
    5. Social Security Number or passport
    6. ABA bank routing number and checking account number (typically found on a personal check or bank statement) or debit card information, unless paying via a Wire transfer.

    How much can I invest?

    Non-accredited investors are limited in the amount that he or she may invest in a Reg CF offering during any rolling 12-month period:

    • If either the annual income or the net worth of the investor is less than $107,000, the investor is limited to the greater of $2,200 or 5% of the greater of his or her annual income or net worth.
    • If the annual income and net worth of the investor are both greater than $107,000, the investor is limited to 10% of the greater of his or her annual income or net worth, to a maximum of $107,000.

    Separately, Lightsense Technology has set a minimum investment amount of US $1,000.

    Accredited investors do not have any investment limits.


    After My Investment
    What is my ongoing relationship with the Issuer?

    You are a partial owner of the company, you do own securities after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.

    In certain circumstances a company may terminate its ongoing reporting requirement if:

    1. The company becomes a fully-reporting registrant with the SEC
    2. The company has filed at least one annual report, but has no more than 300 shareholders of record
    3. The company has filed at least three annual reports, and has no more than $10 million in assets
    4. The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
    5. The company ceases to do business

    However, regardless of whether a company has terminated its ongoing reporting requirement per SEC rules, SeedInvest works with all companies on its platform to ensure that investors are provided quarterly updates. These quarterly reports will include information such as: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) any notable press and news.


    How can I sell my securities in the future?

    Currently there is no market or liquidity for these securities. Right now Lightsense Technology does not plan to list these securities on a national exchange or another secondary market. At some point Lightsense Technology 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 Lightsense Technology either lists their securities on an exchange, is acquired, or goes bankrupt.


    How do I keep track of this investment?

    You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement. If invested under Regulation CF you may also receive periodic updates from the company about their business, in addition to monthly account statements.


    Other General Questions
    What is this page about?

    This is Lightsense Technology'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 Lightsense Technology's Form C. The Form C includes important details about Lightsense Technology'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 prior to the offering end date or an earlier date set by the company. You will be sent a notification at least five business days prior to a closing that is set to occur earlier than the original stated end date giving you an opportunity to cancel your investment if you have not already done so. Once a closing occurs, and if you have not canceled your investment, you will receive an email notifying you that your securities have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, you may go to your account's portfolio page by clicking your profile icon in the top right corner.


    What if I change my mind about investing?

    If you invest under any other offering type, you may cancel your investment at any time, for any reason until a closing occurs. You will receive an email when the closing occurs and your securities have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your account's portfolio page by clicking your profile icon in the top right corner.