- Company developed Flippy, a patented, AI enabled robotic kitchen assistant (12 patents pending and one awarded) in 2018
- Entered agreement with White Castle to pilot and undertake a beta rollout of Flippy for White Castle's North American restaurants
- $11mm in purchase orders signed by international burger chain CaliBurger to be fulfilled over the next 5 years
- Partnered with PathSpot and POPid to bring sanitation technology and contactless payments to kitchens and restaurants alongside Flippy
- Flippy has cooked over 40k lbs. of fried food and 10k burgers at LA Dodgers Stadium, Arizona Diamondbacks Chase Field, and two CaliBurger locations
- Total Amount Raised: US $17,538,773
- Total Investors: 6961
- Total Round Size: US $30,000,000
- Series C :
- Minimum Investment: US $1,493 per investor
- : Preferred Equity
- US $80,000,000 :
We engineered this robotic chef to cook food perfectly and consistently alongside chefs in commercial kitchens using computer and thermal vision.
In 2020 Flippy got an upgrade as Miso introduced the Robot on a Rail (ROAR), which mounts Flippy upside-down on an overhead rail. This allows Flippy to move along a line of kitchen equipment and remain out of the path of busy cooks.
Solving the Labor Problem
The $273B global Quick Service Restaurant industry has tight margins (~5%) due to rising wages and a worsening labor shortage.
"Miso can offer Flippys to fast food restaurant owners for an estimated $2,000 per month on a subscription basis...A human doing the same job costs $4,000 to $10,000 and up per month, depending on a restaurant's hours and the local minimum wage." - LA Times
With Flippy, restaurants can increase profit margins from 5% to 14%, which translates into a 3x increase in EBITDA.
After success with its pilot in CaliBurger’s Pasadena, CA location, the restaurant recently signed an $11 million purchase order to implement two Flippy bots at each of its 50+ locations worldwide.
White Castle, America's first burger chain, recently entered into an agreement with Miso to develop, pilot, and undertake a beta rollout of ROAR for White Castle's North American restaurants. The pilot will launch at a location in the Midwest in Q4 2020.
Miso has also signed partnership agreements with PopID to enable contactless payments and temperature screenings, with PathSpot Technologies to integrate their sanitizing scanning technology, and with TimePayment to offer low to zero-interest financing to customers.
Miso Robotics is poised to increase efficiency, profitability and food quality for the entire restaurant industry and bring us closer to the kitchen of the future.
Investors who invest $100,008.48 or less will have their securities held in trust with a Custodian that will serve as a single shareholder of record. These investors will be subject to the Custodian’s Account Agreement, including the electronic delivery of all required information.
SI Securities, LLC has the authority to prevent a closing from occurring if it determines, in its sole discretion, that this investment is no longer suitable at the time of the closing, which includes, but is not limited to, the Company raising at least US $1,500,007.08 in connection to the current round.
Reservation Bonus: All investors that reserve shares and purchase their reserved shares will receive a voucher for 10 free CaliBurgers (valid at any location) plus investment tier perks below. Investors must invest by Friday, April 17th at 11:59pm ET to receive these bonus perks.
Invest $3,000 to $4,999
- 2 Miso Robotics hats and voucher for 20 free CaliBurgers
- Reservation bonus: an additional 20 free CaliBurgers (50 CaliBurgers total) and 2 regular season tickets to an LA Dodgers game
Invest $5,000 to $9,999
- 2 Miso Robotics hats and voucher for 20 free CaliBurgers
- 4 free tickets to a regular season LA Dodgers game
- $100 CaliBurger gift card
- Reservation bonus: an additional 20 free CaliBurgers (50 CaliBurgers total) and 2 regular season tickets to an LA Dodgers game (6 LA Dodgers tickets total)
Invest $10,000 to $29,999
- 5 Miso Robotics hats and voucher for 20 free CaliBurgers
- 4 free tickets to a regular season LA Dodgers game
- $200 CaliBurger gift card
- Reservation bonus: an additional 20 free CaliBurgers (50 CaliBurgers total) and 4 regular season tickets to an LA Dodgers game (8 LA Dodgers tickets total)
Invest $30,000 to $99,999
- 10 Miso Robotics hats and voucher for 20 free CaliBurgers
- 4 free tickets to a regular season LA Dodgers game
- $500 CaliBurger gift card
- Invite to LA to see products in development, tour Miso Robotics headquarters, and meet the team
- Reservation bonus: an additional 20 free CaliBurgers (50 CaliBurgers total), 6 regular season tickets to an LA Dodgers game (10 LA Dodgers tickets total)
- 20 Miso Robotics hats and voucher for 20 free CaliBurgers
- 4 free tickets to a regular season LA Dodgers game
- $1,000 CaliBurger gift card
- 1 PopID facial recognition scanner installed at your home or place of business (visit popid.com for more info)
- Invite to LA to products in development, tour Miso Robotics headquarters, and meet the team
- Dinner with Miso Robotics’ CEO and management team
- Reservation bonus: travel and housing for 3 nights included within the continental US
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 Miso Robotics's prior rounds by year.
The Quick Service Restaurant (QSR) and fast food industry is a $273 Billion dollar industry globally and has been experiencing historical growth over the past five years, with the QSR market growing 4.1% annually during this period. While the amount of QSR establishments continues to increase within the U.S. to a total of 286,967 in 2019, the labor market for fast food workers has tightened, creating a labor shortage for QSRs. This shortage can be attributed to multiple factors such as a low unemployment rate, fewer teenagers in the workforce, and a boom in restaurant openings. Miso Robotics is poised to help cure QSR owners and managers of this frustration, and provide a solution to the lack of labor.
Labor expenses in a Quick Service Restaurant are currently greater than 25% of annual revenue, a number that has remained relatively steady over the past 10 years according to IBISWorld’s 2019 Industry Report. While a QSR consists of many different employee positions, cooks specifically account for 60% of the total wage expense for a restaurant. Miso Robotics’ automation solution is able to help increase the throughput and efficiency of these cooks, bringing down this majority expense and increasing their profitability in the kitchen.
Although there are several competitors who have built robotic machines for use in kitchens, none are as smart and versatile as Flippy from Miso Robotics. For example, Creator is a burger cooking robot but it can't do anything else. Flippy's capabilities extend throughout several work stations in a commercial kitchen, which creates a larger market for our machine and our 12 patents pending & 1 awarded create an additional barrier to entry.
We have a limited operating history upon which you can evaluate our performance, and have not yet generated profits. Accordingly, our prospects must be considered in light of the risks that any new company encounters. Our company was incorporated under the laws of the State of Delaware on April 21, 2016, and we have not yet generated profits. The likelihood of our creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the growth of a business, operation in a competitive industry, and the continued development of our technology and products. We anticipate that our operating expenses will increase for the near future, and there is no assurance that we will be profitable in the near future. You should consider our business, operations and prospects in light of the risks, expenses and challenges faced as an emerging growth company.
Any valuation at this stage is difficult to assess. The valuation for this Offering was established by the Company and is not based on the financial results of the Company. Instead, it is based on management’s best estimates of the investment value of the Company, which is a subjective measure. This differs significantly from listed companies, which are valued publicly through market-driven stock prices The valuation of private companies, especially early-stage companies, is difficult to assess and you may risk overpaying for your investment.
Our two existing customers are related parties. As of December 2019, we had two customers that accounted for all of our revenue. These two customers, CaliBurger and Compass Group/Levy are also investors in our company. Until we are able to source outside customers who are not investors in our Company, we may be unable to reach profitability.
The auditor included a “going concern” note in its audit report. We may not have enough funds to sustain the business until it becomes profitable. Even if we raise funds through this offering, we may not accurately anticipate how quickly we may use the funds and whether these funds are sufficient to bring the business to profitability.
We are currently dependent on a few key personnel. Our success depends, to a large degree, on our ability to retain the services of our executive management team, whose industry knowledge and leadership would be difficult to replace. We might not be able to execute on our business model if we were to lose the services of any of our key personnel. If any of these individuals were to leave the Company unexpectedly, we could face substantial difficulty in hiring qualified successors and could experience a loss in productivity while any such successor develops the necessary training and experience. Competition for hiring engineers, sales and marketing personnel and other qualified personnel may result in a shortfall in recruiting and competition for qualified individuals could require us to pay higher salaries, which could result in higher labor costs. If we are unable to recruit and retain a sufficient number of qualified individuals, or if the individuals we employ do not meet our standards and expectations, we may not be able to successfully execute on our business strategy and our operations and revenues could be adversely affected.
We could be adversely affected by product liability, personal injury or other health and safety issues. We could be adversely impacted by the supply of defective products. Defective products or errors in our technology could lead to serious injury by restaurant and kitchen workers. Product liability or personal injury claims may be asserted against us with respect to any of the products we supply or services we provide. It is our responsibility to have a quality management system and training procedures in place and to audit our suppliers to ensure that products supplied to our company meet proper standards. Should a product or other liability issues arise, the coverage limits under insurance programs and the indemnification amounts available to us may not be adequate to protect us against claims and judgments. We also may not be able to maintain such insurance on acceptable terms in the future. We could suffer significant reputational damage and financial liability if we experience any of the foregoing health and safety issues or incidents, which could have a material adverse effect on our business operations, financial condition and results of operations.
Certain intellectual property rights of the Company may be abandoned or otherwise compromised if the Company does not obtain additional capital. The Company may be forced to allow certain deadlines relating to its patent portfolio to pass without taking any action because it lacks sufficient funds to pay for the required actions. Specifically, certain international filing deadlines are quickly approaching as of the date of this Offering Circular and the Company lacks sufficient funds to pay the government and legal fees associated with making such filings. Additionally, certain U.S. provisional patent applications are scheduled to expire and the Company could lose its priority date with regard to the subject matter of such provisional applications in the event the Company n lacks sufficient funds to pay the applicable government and legal fees
Our failure to attract and retain highly qualified personnel in the future could harm our business. As the company grows, it will be required to hire and attract additional qualified professionals such as software engineers, robotics engineers, machine vision and machine learning experts, project managers, regulatory professionals, sales and marketing professionals, accounting, legal, and finance experts. The company may not be able to locate or attract qualified individuals for such positions, which will affect the company’s ability to grow and expand its business.
The Company is spending time and resources with no contractual commitment from our potential customers. Although we are incurring ongoing costs and expenses in relation to the ongoing development and testing of our technologies and products, the Company currently has no signed customer contracts.
The Company’s business model is capital intensive. The amount of capital the Company is attempting to raise in this Offering is not enough to sustain the Company’s current business plan. In order to achieve near and long-term goals, the Company will need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. If the Company is not able to raise sufficient capital in the future, then it will not be able to execute its business plan, its continued operations will be in jeopardy and it may be forced to cease operations and sell or otherwise transfer all or substantially all of its remaining assets, which could cause a Purchaser to lose all or a portion of his or her investment.
Our newest technology is not yet fully developed, and there is no guarantee that we will be able to develop and produce a fully working prototype of our core product. We are still developing our robot on a rail prototype and minimum viable product that will eventually go into mass production. We still have significant engineering and development work to do before we are ready to deliver a working version of our product to our corporate partners. We may be unable to convert our prototype to a minimum viable product that can easily be replicated and put into mass production. Additionally, we may not be able to make a transition to mass production, either via in house manufacturing or contract manufacturers.
We may need to raise additional capital, which might not be available or might be available only on terms unfavorable to us or our investors. In order to continue to operate and grow the business, we will likely need to raise additional capital beyond this current financing round by offering shares of our Common or Preferred Stock and/or other classes of equity. All of these would result in dilution to our existing investors, plus they may include additional rights or terms that may be unfavorable to our existing investor base. We cannot assure you that the necessary funds will be available on a timely basis, on favorable terms, or at all, or that such funds, if raised, would be sufficient. The level and timing of future expenditure will depend on a number of factors, many of which are outside our control. If we are not able to obtain additional capital on acceptable terms, or at all, we may be forced to curtail or abandon our growth plans, which could adversely impact the company, its business, development, financial condition, operating results or prospects.
A majority of the Company’s voting securities are beneficially owned by Buck Jordan our Chief Executive Officer, whose interests may differ from those of the other stockholders. As of the date of this Offering Circular, Buck Jordan beneficially owns approximately 52.51% of the shares of the Company’s issued and outstanding voting securities and, assuming all of the shares of Series C Preferred Stock being offered are sold, he will beneficially own approximately 34.1% of the shares of the Company’s issued and outstanding voting securities. Therefore, Mr. Jordan will be able to control the management and affairs of the Company and most matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control, which may not be in the best interest of the Company’s other stockholders.
Your rights as a holder of Series C Preferred Stock may be limited by the number of shares held by entities affiliated with the Company's management and common shareholders. Two convertible promissory notes, representing principal amounts of $1,062,500 and $782,167, are due to Rise of Miso, LLC and Future VC SPV, LLC. Rise of Miso, LLC is controlled by John Miller who is an investor in the Company via direct holdings and via CaliBurger’s holdings and Future VC SPV, LLC is controlled by Buck Jordan, who is an investor in the Company as well as its current Chief Executive Officer. Such convertible notes may be converted into preferred stock at a 20% discount to the lowest purchase price, and may convert into shares that are pari passu or senior to the Series C Preferred Stock. In addition, Future VC SPV, LLC and Rise of Miso, LLC collectively hold 499,239 shares of Series A Preferred Stock and 508,785 shares of Series B Preferred Stock. The Series C Preferred Stock are entitled to certain protective provisions, as described in herein under “Securities Being Offered - Series C Preferred Stock - Voting Rights” and the Company’s Fifth Amended and Restated Certificate of Incorporation. Any vote in regard to the approval or disapproval of those items listed under the protective provisions would be either controlled by or substantially influenced by such affiliates, potentially against the interests of the rest of the Series C Preferred Stockholders. In addition, such affiliates could substantially influence any vote required by a majority of Series C Preferred Stock to cause all shares of Series C Preferred Stock to be converted into shares of Common Stock.
Start-up investing is risky. Investing in startups is very risky, highly speculative, and should not be made by anyone who cannot afford to lose their entire investment. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup or early-stage venture often relies on the development of a new product or service that may or may not find a market. Before investing, you should carefully consider the specific risks and disclosures related to both this offering type and the company which can be found in this company profile and the documents in the data room below.
Your shares are not easily transferable. You should not plan on being able to readily transfer and/or resell your security. Currently there is no market or liquidity for these shares and the company does not have any plans to list these shares on an exchange or other secondary market. At some point the company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a "liquidation event" occurs. A "liquidation event" is when the company either lists their shares on an exchange, is acquired, or goes bankrupt.
The Company may not pay dividends for the foreseeable future. Unless otherwise specified in the offering documents and subject to state law, you are not entitled to receive any dividends on your interest in the Company. Accordingly, any potential investor who anticipates the need for current dividends or income from an investment should not purchase any of the securities offered on the Site.
Valuation and capitalization. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold.
You may only receive limited disclosure. While the company must disclose certain information, since the company is at an early-stage they may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long history. The company may also only obligated to file information periodically regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events — through continuing disclosure that you can use to evaluate the status of your investment.
Investment in personnel. An early-stage investment is also an investment in the entrepreneur or management of the company. Being able to execute on the business plan is often an important factor in whether the business is viable and successful. You should be aware that a portion of your investment may fund the compensation of the company's employees, including its management. You should carefully review any disclosure regarding the company's use of proceeds.
Possibility of fraud. In light of the relative ease with which early-stage companies can raise funds, it may be the case that certain opportunities turn out to be money-losing fraudulent schemes. As with other investments, there is no guarantee that investments will be immune from fraud.
Lack of professional guidance. Many successful companies partially attribute their early success to the guidance of professional early-stage investors (e.g., angel investors and venture capital firms). These investors often negotiate for seats on the company's board of directors and play an important role through their resources, contacts and experience in assisting early-stage companies in executing on their business plans. An early-stage company may not have the benefit of such professional investors.
Representatives of SI Securities, LLC are affiliated with SI Advisors, LLC ("SI Advisors") Representatives of SI Securities, LLC are affiliated with SI Advisors, LLC ("SI Advisors"). SI Advisors is an exempt investment advisor that acts as the General Partner of SI Selections Fund I, L.P. ("SI Selections Fund"). SI Selections Fund is an early stage venture capital fund owned by third-party investors. From time to time, SI Selections Fund may invest in offerings made available on the SeedInvest platform, including this offering. Investments made by SI Selections Fund may be counted towards the total funds raised necessary to reach the minimum funding target as disclosed in the applicable offering materials.
Frequently Asked Questions
"The SEC has qualified this offering" means the SEC has permitted Miso Robotics to offer for sale the securities described in the Offering Circular to investors such as you. The SEC is not judging the merits, accuracy, or completeness of the offering and information in the Offering Circular.
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 Miso Robotics. Once Miso Robotics accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Miso Robotics in exchange for your securities. At that point, you will be a proud owner in Miso Robotics.
Preferred equity is usually issued to outside investors and carries rights and conditions that are different from that of common stock. For example, preferred equity may include rights that prevent or minimize the effects of dilution or grants special privileges in situations when the company is sold.
A convertible note is a unique form of debt that converts into equity, usually in conjunction with a future financing round. The investor effectively loans money to a startup with the expectation that they will receive equity in the company in the future at a discounted price per share when the company raises its next round of financing.
To learn more about startup investment types check out “How to Choose a Startup Investment” in our academy.
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 passport
- ABA bank routing number and checking account number (typically found on a personal check or bank statement)
Until a closing occurs, you may cancel your investment at any time, for any reason. 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 by clicking your profile icon in the top right corner.
Currently there is no market or liquidity for these securities. Right now Miso Robotics does not plan to list these securities on a national exchange or another secondary market. At some point Miso Robotics 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 Miso Robotics 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.
This is Miso Robotics'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. You will also find a copy of the Miso Robotics's Offering Circular, which has been qualified by the SEC. The Offering Circular includes important details about Miso Robotics's fundraise that you should review before investing.
This investment is highly speculative and should not be made by anyone who cannot afford to risk the entire investment amount. In addition to these risks, you should carefully consider the specific information and risks disclosed in Miso Robotics’s profile and Offering Circular.