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Nixplay

Leading provider of cloud connected smart photo frame solutions for private family content

  • $1,479,697Amount Reserved
  • $7.1615Share Price
  • $62,000,000Pre-Money valuation

By making a reservation, you are requesting a spot to invest in Nixplay's upcoming offering. A reservation is non-binding and you may change the amount at any time.

Nixplay is accepting reservations for an Offering under Tier II of Regulation A. No money or other consideration is being solicited, and if sent in response, it will not be accepted. No sales of securities will be made or commitment to purchase accepted until qualification of the offering statement by the Securities and Exchange Commission (the "Commission") and approval of any other required government or regulatory agency. A reservation is non-binding and involves no obligation or commitment of any kind. No offer to buy securities can be accepted and no part of the purchase price can be received without an Offering Statement that has been qualified by the Commission. A copy of the Preliminary Offering Circular that forms a part of the Offering Statement may be obtained both here and below.


Company Highlights

  • Generated $315M in lifetime revenue and achieved profitability in 2015 with less than $2.7M of outside capital raised (notable investors include Howzat Partners, Archie Norman)
  • Reached $57.8M in revenue in 2021
  • Since launching in 2014, achieved 2.8M user accounts (as of July 2022) and sold 2.6M frames as of 2021 (over 1.5B photos and videos displayed each day)
  • Surpassed 28,000 paying subscribers in April 2022 to achieve $1.6M ARR
  • In addition to direct sales, global distribution channels include Amazon, Best Buy (826 stores, up 321% from 196 stores in 2021), Walmart, Target, and Kohl’s

Fundraise Highlights

  • Total Round Size: US $15,000,000
  • Raise Description:  Series A
  • Minimum Investment:  US $1,003 per investor
  • Security Type:  Preferred Equity
  • Pre-Money valuation :  US $62,000,000
  • Target Minimum Raise Amount:  US $2,500,000

At Nixplay, we want to maximize the value of customers' most precious content. By providing a private social network (inclusive of a mobile app and smart digital frames), consumers can share content with the people they care about in the places they care about.


Problem: Sharing content between families and close friends can be difficult. Not everyone uses the same forms of media to do so. Few are optimized for privacy or put your content first, and almost none allow you to continuously relive those awesome moments that you capture. This is where Nixplay comes in.

Solution: Through our mobile/web app and our industry leading smart photo frames, we've built a private content sharing network that allows users to share, display, and engage with the moments that matter the most to them. But we haven't stopped there. Most recently, we've built a printed goods marketplace that allows our users to display or gift their content with physical printed goods; for example, photo-books or a wall canvas, mugs, or mouse pads. Finally, our subscription service, Nixplay Plus, provides additional value through both software upgrades (like extended video playback, enhanced storage) and market place benefits (like 25% off all Frames, up to 80% on print products).

Traction: At Nixplay we have demonstrated both scale and profitability - hitting $57.8 million in revenue in 2021. Nixplay has over 2.8 million usersWe have built an active subscription service (ARR of $1.6 million in 2021, +176% YoY) and we help our users share and enjoy over 1.5 billion photos and videos every  single day. Nixplay has also achieved retail growth and our product is now sold in 826 Best Buy stores across the US (we started 2021 in 196 stores). Most recently, we have been building NFT integration and we believe we are well positioned to become the engagement layer for NFTs, supporting mass market adoption of Web3 and providing one of the first mainstream NFT gifting propositions.

Pitch Deck

Media Mentions

The Team

Founders and Officers

Mark Palfreeman

Chief Executive Officer & Director

Mark is the founder and CEO of Nixplay. He has taken the company from a bedroom start-up to a business that has generated over $315m in cumulative sales and achieved profitability, with just $2.7m of raised capital.

Since graduating business school, Mark has focused on simplifying technology solutions to serve the whole family in a private, secure, enjoyable way. He has gained extensive experience at the operational and leadership level in industrial design, technology, ecommerce and digital marketing. Mark holds seven patents in design and technology.

Mark is very proud of the team he has helped forge and lead; a team which has led many industry partnerships, such as with Amazon and Google. At Google I/O 2018, Google and Nixplay announced and demonstrated Google’s new Photo A.I. API, fully integrated into Nixplay’s Mobile App. Nixplay and Amazon also collaborated to develop Alexa to work with Smart Photo Frames.

Mark is a family man and enjoys old-school sci-fi literature, tennis and is a member of the Young Presidents' Organization.

Mark Palfreeman

Chief Executive Officer & Director

Mark is the founder and CEO of Nixplay. He has taken the company from a bedroom start-up to a business that has generated over $315m in cumulative sales and achieved profitability, with just $2.7m of raised capital.

Since graduating business school, Mark has focused on simplifying technology solutions to serve the whole family in a private, secure, enjoyable way. He has gained extensive experience at the operational and leadership level in industrial design, technology, ecommerce and digital marketing. Mark holds seven patents in design and technology.

Mark is very proud of the team he has helped forge and lead; a team which has led many industry partnerships, such as with Amazon and Google. At Google I/O 2018, Google and Nixplay announced and demonstrated Google’s new Photo A.I. API, fully integrated into Nixplay’s Mobile App. Nixplay and Amazon also collaborated to develop Alexa to work with Smart Photo Frames.

Mark is a family man and enjoys old-school sci-fi literature, tennis and is a member of the Young Presidents' Organization.

Joel Durbridge

Chief Operating Officer

Joel started his career serving 10 years as an Officer in the British Royal Marine Commandos and Special Forces. During this time he crafted his leadership in some of the most hostile environments in the world, including multiple tours of Afghanistan and support to various counter terrorism activity. His operations skill set comes from the world of finance. He worked as a Head of Strategy in Financial Market Operations at Standard Chartered Bank, driving operational excellence in business process and in Corporate Innovation, creating a spin off fintech start-up from within HSBC. Joel has provided strategic leadership to Nixplay since January 2021.

Joel Durbridge

Chief Operating Officer

Joel started his career serving 10 years as an Officer in the British Royal Marine Commandos and Special Forces. During this time he crafted his leadership in some of the most hostile environments in the world, including multiple tours of Afghanistan and support to various counter terrorism activity. His operations skill set comes from the world of finance. He worked as a Head of Strategy in Financial Market Operations at Standard Chartered Bank, driving operational excellence in business process and in Corporate Innovation, creating a spin off fintech start-up from within HSBC. Joel has provided strategic leadership to Nixplay since January 2021.

Benoit Le Berre

Chief Financial Officer

Benoit has spent the last 12 years with various companies. First, as a Financial Auditor at Mazars where he led audit assignments for large, listed corporations including large consumer brands. From this experience Benoit naturally evolved as a head of finance for growing businesses. His main focus has been to structure financial reporting and secure funding. Just prior to joining Nixplay, he worked for a manufacturing group with operations in Asia. In 2015, he joined Nixplay as a Group Financial Controller and was promoted CFO in 2017.

Benoit Le Berre

Chief Financial Officer

Benoit has spent the last 12 years with various companies. First, as a Financial Auditor at Mazars where he led audit assignments for large, listed corporations including large consumer brands. From this experience Benoit naturally evolved as a head of finance for growing businesses. His main focus has been to structure financial reporting and secure funding. Just prior to joining Nixplay, he worked for a manufacturing group with operations in Asia. In 2015, he joined Nixplay as a Group Financial Controller and was promoted CFO in 2017.

Micheal is a technologist with over 25 years in creating software solutions & SaaS platforms for global organizations, start-ups and scale-ups, including HSBIB - the investment banking division of HSBC, Pfizer, and the European Bank for Reconstruction and Development. He is passionate about technology and product, and thrives in challenging environments, building great teams, and creating products with purpose. Micheal provides strategic leadership, technology oversight, and is responsible for executing the product vision for Nixplay.

Micheal Barlow

CTO

Micheal is a technologist with over 25 years in creating software solutions & SaaS platforms for global organizations, start-ups and scale-ups, including HSBIB - the investment banking division of HSBC, Pfizer, and the European Bank for Reconstruction and Development. He is passionate about technology and product, and thrives in challenging environments, building great teams, and creating products with purpose. Micheal provides strategic leadership, technology oversight, and is responsible for executing the product vision for Nixplay.

Peter O' Kelly

Head of Services / MD PH

Peter started his career in television broadcasting, working at the History Channel in promotions and editorial, and then went on to support various London-based advertising & production companies. He is a co-founder of Nixplay and has been with the business since 2009. During this time, he has worn several hats as one would expect in a start-up; he has an intricate knowledge of how the business works.

Currently, he is leading general operations in our Philippines office, as well as directly managing our customer service, digital signage, and service subscription teams. The core of his career path and skillset is providing above-and-beyond experiences, with the customer always coming first.

Peter O' Kelly

Head of Services / MD PH

Peter started his career in television broadcasting, working at the History Channel in promotions and editorial, and then went on to support various London-based advertising & production companies. He is a co-founder of Nixplay and has been with the business since 2009. During this time, he has worn several hats as one would expect in a start-up; he has an intricate knowledge of how the business works.

Currently, he is leading general operations in our Philippines office, as well as directly managing our customer service, digital signage, and service subscription teams. The core of his career path and skillset is providing above-and-beyond experiences, with the customer always coming first.

Arlene Calangi

General Manager - Philippines

Arlene has 26 years of experience from banking and finance, supply chain and logistics, Business Process Offshoring (BPO), and Shared Services (SSC), from multinational companies such as HSBC, Convergys, MasterCard, DHL, Amec Foster Wheeler, and recently, Creedon Technologies PH (Nixplay).

Arlene Manages all facets of HR (Recruitment, Compensation and Benefits, Training), IT, and Admin, as the General Manager.

She is a change-catalyst and learning enthusiast, driven by her values and generating results.

Arlene Calangi

General Manager - Philippines

Arlene has 26 years of experience from banking and finance, supply chain and logistics, Business Process Offshoring (BPO), and Shared Services (SSC), from multinational companies such as HSBC, Convergys, MasterCard, DHL, Amec Foster Wheeler, and recently, Creedon Technologies PH (Nixplay).

Arlene Manages all facets of HR (Recruitment, Compensation and Benefits, Training), IT, and Admin, as the General Manager.

She is a change-catalyst and learning enthusiast, driven by her values and generating results.

Zayyad Wain

Head of Sales

Responsible for the growth of the Nixplay brand globally, he has been with Nixplay since March 2017, and was instrumental in increasing the size and presence of the Nixplay brand to what it is today. He did this by crafting Nixplay's advertising strategy and expanding Nixplay to various retail channels in the US and other regions. Zayyad holds a Bachelor of Engineering and a Master of Science in E-commerce from the University of Hong Kong where he graduated with First Class Honors. Prior to joining Nixplay, Zayyad used to work as a Sales Engineer and Product Manager at AfterShip, a SaaS startup that focused on improving the logistics and customer experience for E-commerce Brands. In his early career, Zayyad worked as a Technology Consultant at IBM and KPMG in which he helped various large corporations with their digital transformation.

Zayyad Wain

Head of Sales

Responsible for the growth of the Nixplay brand globally, he has been with Nixplay since March 2017, and was instrumental in increasing the size and presence of the Nixplay brand to what it is today. He did this by crafting Nixplay's advertising strategy and expanding Nixplay to various retail channels in the US and other regions. Zayyad holds a Bachelor of Engineering and a Master of Science in E-commerce from the University of Hong Kong where he graduated with First Class Honors. Prior to joining Nixplay, Zayyad used to work as a Sales Engineer and Product Manager at AfterShip, a SaaS startup that focused on improving the logistics and customer experience for E-commerce Brands. In his early career, Zayyad worked as a Technology Consultant at IBM and KPMG in which he helped various large corporations with their digital transformation.

Lisa Glasgow

Head of Marketing

Lisa has almost 30 years experience in advertising and marketing. Lisa started her career in the world’s leading advertising agencies, writing award-winning integrated campaigns for the likes of Levi’s, The Economist, and Huawei. As a Regional Creative Director for MullenLowe, her team was instrumental in making Persil (Unilever) a leading global laundry brand by adding €1 billion turnover between 2010 and 2014, and giving the brand a 19.7% global market share. Lisa has been providing strategic marketing leadership to Nixplay since September 2021.

Lisa Glasgow

Head of Marketing

Lisa has almost 30 years experience in advertising and marketing. Lisa started her career in the world’s leading advertising agencies, writing award-winning integrated campaigns for the likes of Levi’s, The Economist, and Huawei. As a Regional Creative Director for MullenLowe, her team was instrumental in making Persil (Unilever) a leading global laundry brand by adding €1 billion turnover between 2010 and 2014, and giving the brand a 19.7% global market share. Lisa has been providing strategic marketing leadership to Nixplay since September 2021.

Marcin Dudar

Head of Hardware and Production

Marcin is leading hardware and embedded engineering with over 30 years of experience in the technology field of embedded devices, IC design, and consumer electronics manufacturing, Marcin oversees manufacturing at Nixplay. Marcin's experience helped companies like ALi become a market leader in the field of consumer electronics IC, where Marcin led architectural change and delivered the world's leading Set-Top-Box chipset. His innovative and structured approach to challenges, as well as his passion, have been helping Nixplay to become a leading digital photo frame manufacturer for the last 10 years.

Marcin Dudar

Head of Hardware and Production

Marcin is leading hardware and embedded engineering with over 30 years of experience in the technology field of embedded devices, IC design, and consumer electronics manufacturing, Marcin oversees manufacturing at Nixplay. Marcin's experience helped companies like ALi become a market leader in the field of consumer electronics IC, where Marcin led architectural change and delivered the world's leading Set-Top-Box chipset. His innovative and structured approach to challenges, as well as his passion, have been helping Nixplay to become a leading digital photo frame manufacturer for the last 10 years.

Term Sheet

Fundraising Description

  • Round type:
    Series A

  • Round size:
    US $15,000,000

  • Minimum investment:
    US $1,003

  • Target Minimum:
    US $2,500,000
  • Key Terms

  • Security Type:
    Preferred Equity

  • Share price:
    US $7.1615

  • Pre-Money valuation:
    US $62,000,000

  • Option pool:
    5.0%

  • Is participating?:
    False

  • Liquidation preference:
    1.0x
  • Additional Terms

  • Custody of Shares:

    Investors who invest less than $100,000 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.


  • Update on SeedInvest:
    Circle, SeedInvest's parent company, has made the strategic decision to focus on its core business and, as a result, entered into an agreement to divest SeedInvest to fellow fundraising platform, StartEngine. The finalization of this acquisition is contingent upon FINRA approval, which is expected to be received in up to six months. During that time, SeedInvest intends to continue operating as usual, including facilitating investments into startup companies. The value of the securities you purchase through the SeedInvest platform will not be impacted and the securities will continue to be subject to the custodial arrangement outlined in “Custody of Shares”. StartEngine will facilitate custody of investments and management of investor actions after the formal closing of the acquisition. Investors will be proactively notified of any actions that may be required and any updated information. Please find more detail at seedinvest.com/about and please reach out to contactus@seedinvest.com with any questions.

  • Use of Proceeds

    Investor Perks

    All investors will receive the following perks according to investment tier. Bonus Reservation Perks are only for investors who make reservations & convert them to investments within two weeks of the campaign accepting investments (exact date to be announced).

    Tier 0: Investors who invest $1,003 - $2,499 and convert within 2 weeks of accepting investments will receive a lifetime Nixplay Plus membership ($1,250 retail value)

    Tier 1: Investors who invest $2,500 - 4,999 will receive a new Nixplay Touch Classic 10” frame ($159.99 retail value)

    BONUS Reservation Perk: Receive 1 lifetime Nixplay Plus membership for you or friends and family ($1,250 retail value)

    Tier 2: Investors who invest $5,000 - 9,999 will receive a new Nixplay Touch Classic 10” frame and a new Nixplay Touch 10” frame ($349.98 retail value)

    BONUS Reservation Perk: Receive 2 lifetime Nixplay Plus membership for you or friends and family ($2,500 retail value)

    Tier 3: Investors who invest $10,000 - $19,999 will receive a new Nixplay Touch Classic 10” frame, a new Nixplay Touch 10” frame and a new Nixplay Touch 10” polished steel frame ($569.97 retail value)

    BONUS Reservation Perk: Receive 3 lifetime Nixplay Plus membership for you or friends and family ($3,750 retail value)

    Tier 4: Investors who invest $20,000 - $49,999 will receive new Nixplay Touch Classic 10” frame, a new Nixplay Touch 10” frame, a new Nixplay Touch 10” polished steel frame and a fourth frame of your choice ($789.96 retail value)

    BONUS Reservation Perk: Receive 4 lifetime Nixplay Plus membership for you or friends and family ($5,000 retail value)

    Tier 5: Investors who invest $50,000+ will receive an invitation to all shareholder calls + Tier 4 perks

    BONUS Reservation Perk: Receive Tier 4 bonus reservation perk (Receive 4 lifetime Nixplay Plus membership for you or friends and family)

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

    Please note that due to share price calculations, some final investment amounts may be rounded down to the nearest whole share - these will still qualify for the designated perk tier. Additionally, investors must complete the online process and receive an initial email confirmation by the deadline stated above in order to be eligible for perks.

    Prior Rounds

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


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

    Seed

  • Round Size
    US $2,700,000
  • Closed Date
    Nov 18, 2015
  • Security Type
    Common Equity
  • Pre-Money valuation
    US $35,000,000
  • Market Landscape

    Nixplay sits across a number of large markets that support our overall growth. These are:

    Digital Photo Frames (TAM $400M): Nixplay’s primary market is one where we think we have a very strong brand. On Amazon.com, Nixplay has earned over 30,000 reviews and a 4.8 star rating, putting us ahead of our similar competition like Aura and Skylight. Aura and Skylight do not provide the level of integrations or features that Nixplay does.

    Furthermore, we are one of the only brands in this category that is building out a wider gifting ecosystem with a strong subscription service. We are firm believers that the winners in this market will be the team that builds the best ecosystem.

    In contrast, Aura does not have a subscription service or a marketplace to diversify its revenue stream. Skylight does have a subscription service, but we believe it is less developed and offers less value than that of Nixplay. For example, Skylight has no marketplace offering.

    Social Media and Content Sharing (TAM $223.1B): In this space, we distinguish ourselves by being private. 81% of Americans in 2022 are more concerned about their social privacy than they were the last year, and Nixplay hears that. Nixplay provides a safe haven from politically-fueled dialogue and constant adverts. We provide the bits of social media that we all love, sharing content with the people we care about, but we make sure it is private.

    Photo Printing (TAM $17.3B): Being upstream in content collection, we believe we are well positioned to start providing curated printed goods and remove the effort of tedious edits for gifting photo content.

    Gifting (TAM $202B): Nixplay is a highly gift-able product and is well liked because of the emotional connection we create between our users.

    Risks and Disclosures

    The development and commercialization of the Company’s ("it", "we", "our") 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 include major companies worldwide. The market is an emerging industry where new competitors are entering the market frequently. Many of the Company’s competitors 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 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. 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 services will achieve initial market acceptance and its ability to generate meaningful additional revenues from its products and services.

    If the Company is unsuccessful in establishing and increasing awareness of our brand and recognition of our products, or if we incur excessive expense promoting and maintaining our brand or our products, our potential revenues could be limited, our costs could increase and our operating results and financial condition would be harmed. We believe that acceptance of our products by an expanding customer base depends in large part on increasing awareness of the Nixplay brand and that brand recognition will be even more important as competition in our market increases. Successful promotion of our brand depends largely on the effectiveness of our marketing efforts and on our ability to develop reliable and quality products at competitive prices, as well as our ability to improve, expand, and grow the Nixplay Platform. In addition, globalizing and extending our brand and recognition of our products and services is costly and involves extensive management time to execute successfully. Further, the markets in which we operate are highly competitive.. Our future promotion activities may involve significant expense and may not generate desired levels of increased revenue, and even if such activities generate some increased revenue, such increased revenue may not offset the expenses we incurred in endeavoring to build our brand. If we fail to successfully promote and maintain our brand, or incur substantial expenses in our attempts to promote and maintain our brand, we may fail to attract enough new customers or retain our existing customers to the extent necessary to realize a sufficient return on our brand-building efforts, and as a result our operating results and financial condition would suffer.

    We may be subject to declining average selling prices, which may harm our results of operations. Consumer electronic devices such as those we offer are from time to time subject to declines in average selling prices due to evolving technologies, industry standards and consumer preferences. Consumer electronics products are subject to technological changes, which often cause product obsolescence. Companies within the consumer electronics industry are continuously developing new products with heightened performance and functionality. This puts pricing pressure on existing products and threatens to make them, or causes them to become, obsolete. If we fail to accurately anticipate the introduction of new technologies, we may possess obsolete inventory that can only be sold at lower prices and profit margins than we anticipated. In addition, if we fail to accurately anticipate the introduction of new technologies, we may be unable to compete effectively due to our failure to offer products most demanded by the marketplace. If any of these failures occur, our sales, profit margins and profitability will be adversely affected.

    Our revenues and earnings could be materially and adversely affected if we cannot anticipate market trends or enhance existing products or achieve market acceptance of new products. Consumers for electronic devices such as our digital photo frames have other options to choose from and we must compete with other producers of digital photo frames in order to sell our products and generate revenues. Our success is dependent on our ability to successfully anticipate and respond to changing consumer demands and trends in a timely manner. We may not be successful in effectively marketing our products, and we may not be successful in developing new products and/or updating our existing products in response to technological developments or changing customer needs and preferences. In either case, our sales volume may decline and our earnings could be materially and adversely affected. In addition, new products or enhancements by our competitors may cause customers to defer or forego purchases of our products, which could also materially and adversely affect our revenues and earnings.

    If we do not correctly forecast demand for our products, we could have costly excess production or inventories and we may not be able to secure sufficient or cost effective quantities of our products or production materials and our revenues, cost of revenues and financial condition could be adversely affected. The demand for our products depends on many factors, including pricing and inventory levels, and is difficult to forecast due in part to variations in economic conditions, changes in consumer and business preferences, relatively short product life cycles, changes in competition, seasonality and reliance on key third party carriers. Our inability to correctly forecast demand for our products could result in costly excess production or inventories or the inability to secure sufficient, cost-effective quantities of our products or production materials. This could adversely impact our revenues, cost of revenues and financial condition.

    Our products may contain errors or defects, which could result in the rejection of our products, damage to our reputation, lost revenues, diverted development resources and increased service costs, warranty claims and litigation. Our products are complex and must meet stringent user requirements. In addition, we must develop our products to keep pace with the rapidly changing technologies. Sophisticated electronic products like ours may contain undetected errors or defects, especially when first introduced or when new models or versions are released. Our products may not be free from errors or defects after commercial shipments have begun, which could result in the rejection of our products and jeopardize our relationship with carriers. End users may also reject or find issues with our products and have a right to return them even if the products are free from errors or defects. In either case, returns or quality issues could result in damage to our reputation, lost revenues, diverted development resources, increased customer service and support costs, and warranty claims and litigation which could harm our business, results of operations and financial condition.

    The loss or significant reduction in business of any of our key customers could materially and adversely affect our revenues and earnings. All purchases of our products by customers are made through purchase orders and we do not have long-term contracts with any of our customers. It is possible that these customers could discontinue purchases of our products. While we believe we could potentially recoup all or a majority of these sales through direct sales to customers on these retailer’s marketplaces in such an event, there is no guarantee we would be able to match the level of sales made to these retailers’ purchases of our products. The loss of the above customers, or any of our other customers to which we sell a significant amount of our products or any significant portion of orders from the above customers, or such other customers or any material adverse change in the financial condition of such customers could negatively affect our revenues and decrease our earnings. We cannot rely on long-term purchase orders or commitments to protect us from the negative financial effects of a decline in demand for our products. The limited certainty of product orders can make it difficult for us to forecast our sales and allocate our resources in a manner consistent with our actual sales. Moreover, our expense levels are based in part on our expectations of future sales and, if our expectations regarding future sales are inaccurate, we may be unable to reduce costs in a timely manner to adjust for sales shortfalls.

    Certain disruptions in supply of and changes in the competitive environment for raw materials integral to our products may adversely affect our profitability. We use a broad range of materials and supplies, including displays, Wifi modules, and other electronic components in our products. A significant disruption in the supply of these materials could decrease production and shipping levels, materially increase our operating costs and materially adversely affect our profit margins. Shortages of materials or interruptions in transportation systems, labor strikes, work stoppages, war, acts of terrorism or other interruptions to or difficulties in the employment of labor or transportation in the markets in which we purchase materials, components and supplies for the production of our products, in each case may adversely affect our ability to maintain production of our products and sustain profitability. If we were to experience a significant or prolonged shortage of critical components from any of our suppliers and could not procure the components from other sources, we would be unable to meet our production schedules for some of our key products and to ship such products to our customers in a timely fashion, which would adversely affect our sales, margins and customer relations.

    Our operations would be materially adversely affected if third-party carriers were unable to transport our products on a timely basis. All of our products are shipped through third party carriers. If a strike or other event prevented or disrupted these carriers from transporting our products, other carriers may be unavailable or may not have the capacity to deliver our products to our customers. If adequate third party sources to ship our products were unavailable at any time, our business would be materially adversely affected.

    The seasonality of our business, as well as changes in consumer spending and economic conditions, may cause our quarterly operating results to fluctuate or decline. Our net revenue and operating results may vary significantly from year to year. The main factors that may cause these fluctuations are (i) seasonal variations in operating results; (ii) variations in the sales of our products to our significant customers; (iii) increases in returned consumer electronics products in the first quarter which follows our peak third and fourth quarter sales; (iv) if we are unable to correctly anticipate and provide for inventory requirements, we may not have sufficient inventory to deliver our products to our customers in a timely fashion or we may have excess inventory that we are unable to sell; (v) the discretionary nature of our customers’ demands and spending patterns; (vi) changes in market and economic conditions; and (vii) competition. In addition, our quarterly operating results could be materially adversely affected by political instability, war, acts of terrorism or other disasters. Sales of our products are somewhat seasonal due to consumer spending patterns, which tend to result in significantly stronger sales in our third and fourth fiscal quarters, especially as a result of the holiday season. This pattern will probably not change significantly in the future. Although we believe that the seasonality of our business is based primarily on the timing of consumer demand for our products, fluctuations in operating results can also result from other factors affecting us and our competitors, including new product developments or introductions, availability of products for resale, competitive pricing pressures, changes in product mix, pricing and product reviews. Due to the seasonality of our business, our results for interim periods are not necessarily indicative of our results for the year. As a result of these and other factors, revenues for any interim period are subject to significant variation, which may adversely affect our results of operations and the market price for our common stock.

    We are dependent on certain key personnel and loss of these key personnel could have a material adverse effect on our business, financial condition and results of operations. Our success is, to a certain extent, attributable to the management, sales and marketing, and operational and technical expertise of certain key personnel. Each of the named executive officers performs key functions in the operation of our business. The loss of a significant number of these employees could have a material adverse effect upon our business, financial condition, and results of operations.

    If we fail to comply with federal, state, and foreign laws relating to privacy and data protection, we may face potentially significant liability, negative publicity, an erosion of trust, and increased regulation, any of which could materially adversely affect our business, results of operations, and financial condition. Privacy and data protection laws, rules, and regulations are complex, and their interpretation is rapidly evolving, making implementation and enforcement, and thus compliance requirements, ambiguous, uncertain, and potentially inconsistent. Compliance with such laws may require changes to our data collection, use, transfer, disclosure, other processing, and certain other related business practices and may thereby increase compliance costs or have other material adverse effects on our business. As part of the registration process for our Nixplay Platform, we may collect and use personal data, such as names, dates of birth, email addresses, phone numbers, photos and videos, as well as payment card or other financial information that users of the Nixplay Platform provide to us for registration purposes. The laws of many states and countries require businesses, which maintain such personal data to implement reasonable security measures to keep such information secure and otherwise restrict the ways in which such information can be collected, processed, disclosed, transferred and used. Any failure or perceived failure by us to comply with privacy and data protection policies, notices, laws, rules, and regulations could result in proceedings or actions against us by individuals, government agencies, or others. We could incur significant costs in investigating and defending such claims and, if found liable, pay significant damages or fines or be required to make changes to our business. Further, these proceedings and any subsequent adverse outcomes may subject us to significant negative publicity, and an erosion of trust. If any of these events were to occur, our business, results of operations, and financial condition could be materially adversely affected.

    If we or our third-party service providers fail to prevent data security breaches, there may be damage to our brand and reputation, material financial penalties, and legal liability, along with a decline in use of our platform, which would materially adversely affect our business, results of operations, and financial condition. Our cybersecurity measures may not detect or prevent all attempts to compromise our systems, including denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in and transmitted by our systems or that we otherwise maintain. Breaches of our cybersecurity measures could result in any of the following: unauthorized access to our systems; unauthorized access to and misappropriation of information or data, including confidential or proprietary information about ourselves, third parties with whom we do business or our proprietary systems; viruses, worms, spyware or other malware being placed in our systems; deletion or modification of client information; or a denial-of-service or other interruptions to our business operations. Because techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers, we may be unable to anticipate these attacks or to implement adequate preventative measures. While we have not suffered any material breach of our cybersecurity, any actual or perceived breach of our cybersecurity could damage our reputation, expose us to a risk of loss or litigation and possible liability, require us to expend significant capital and other resources to alleviate problems caused by such breaches and otherwise have a material adverse effect on our business, financial condition, results of operations and cash flows.

    Some investors have more rights than others. Pursuant to the terms of the Investors’ Rights Agreement that investors must sign in order to purchase shares of our Series A Preferred Stock, investors who invest $100,000 or more in this offering will be provided the right to participate in future financings on more favorable terms compared to investors that invest less than $100,000.

    Investors in this offering must vote their shares to approve of certain future events, including any sale. The Investors' Rights Agreement that purchasers of Series A Preferred Stock must sign will contain a “drag-along provision” related to the sale of the Company whereby investors and their transferees agree to vote any shares they own in the same manner as the majority holders of our other classes of voting stock. Specifically, and without limitation, if the board of directors and majority holders of our other classes of stock may determine to sell the Company, depending on the nature of the transaction, investors will be forced to sell their stock in that transaction regardless of whether they believe the transaction is the best or highest value for their shares, and regardless of whether they believe the transaction is in their best interests. Furthermore, if the consideration in such a sale includes securities and an investor’s receipt of such securities requires registration or qualification under securities laws or the provision to the investor of any information other than such information as would generally be available in an offering under Regulation D, the Company may instead pay the investor in cash in lieu of such securities.

    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, their performance, and their financial results.

    * Please refer to Offering Circular for full list of Risk Factors

    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.

    Nixplay's Preliminary Offering Circular

    The offering circular is the legal document filed with the SEC for a Regulation A offering and provides facts that an investor needs to make an informed investment decision. The offering circular includes an overview of company and company's business, historical financials and capitalization, and key risk factors.

    Download Nixplay's  Preliminary Offering Circular here.

    Frequently Asked Questions

    About Reg A Offerings
    What does it mean that the SEC has qualified this offering?

    "The SEC has qualified this offering" means the SEC has permitted Nixplay 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.


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


    What is the difference between preferred equity and a convertible note?

    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.


    What will I need to complete my investment?

    To make an investment, you will need the following information readily available:

    1. Personal information such as your current address and phone number
    2. Employment and employer information
    3. Net worth and income information
    4. Social Security Number or passport
    5. ABA bank routing number and checking account number (typically found on a personal check or bank statement)

    What if I change my mind about investing?

    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.


    After My Investment
    How can I sell my securities in the future?

    Currently there is no market or liquidity for these securities. Right now Nixplay does not plan to list these securities on a national exchange or another secondary market. At some point Nixplay 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 Nixplay 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.


    Other General Questions
    What is this page about?

    This is Nixplay'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 Nixplay's Offering Circular, which has been qualified by the SEC. The Offering Circular includes important details about Nixplay's fundraise that you should review before investing.


    What are the risks of this investment?

    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 Nixplay’s profile and Offering Circular.