- Memorandums of understanding (MOUs) signed with 4 Partners including established aerospace players Sierra Nevada corporation and Paragon Space Development Corporation
- Hundreds of media mentions, including the New York Times, Forbes, Conde Nast Traveler, and TechCrunch
- Current participant in UC Berkeley's SkyDeck accelerator
- Space tourism market is expected to reach $1.27 billion by 2023
- Total Amount Raised: US $161,500
- Total Round Size: US $2,000,000
- Seed :
- Minimum Investment: US $1,000 per investor
- : Crowd Note
- US $5,000,000 :
- Side by Side Offering
Today, the problem is that the International Space Station (ISS) is backlogged and potentially near the end of its life, with planned retirement looming. With that, space tourists will have lost one of the primary options available to them. Astronauts worldwide will lose a place to operate & train. Life science and material science space research will be inhibited.
To answer this challenge, Orion Span plans to build Aurora Station, a turnkey and modular human spaceflight platform designed to scale dynamically to the market. Aurora Station will be pre-loaded on the ground for immediate service & monetization upon launch. As demand increases, we anticipate our scalable and modular design will allow us to expand by attaching another of the same station. Simplifying into a single design reaps simplified operations.
Aurora Station will sell on-orbit capacity to astronauts, tourists, and research organizations. In these three markets, our products are:
- Astronaut services - $60M per head, for 30 days. Only 18 nations have sent astronauts to the ISS. There is pent-up demand to go to space at competitive prices.
- Space Tourists - $9.5-$39.5M per head, for 12 days. Price range due to a revenue management system (think like an airline, during higher demand periods like New Years, customers pay more).
- Space Research - $95k per rack slot per month. Feeds the other two markets as well (astronauts conduct research and space tourists will conduct private citizen research).
Aurora Station will be a turnkey, modular, and scalable Space Station. It will be pre-loaded on the ground for immediate service and monetization upon launch, without the need for additional assembly or inflation.
Aurora Station will include berths for astronauts and space tourists and racks for space research. As demand increases, we believe our design will allow us to simply attach another modular station to expand. Simplifying into a single design will reap simplified operations. For all customers, Orion Span plans to provide a white glove, end-to-end service to book all elements of their journeys, including reserving their launches with a launch provider like SpaceX or Blue Origin.
Our advantages include:
- Patent-pending proprietary amalgamation of architecture, IP, and existing 3D printing. We also believe process improvement tech will help lower production costs.
- Using low-risk tech that has been around for decades to build primary structures of Aurora Station, ensuring safety and lowering cost, and complexity compared to competitors.
- Business Model Innovation, simplifying traditionally costly endeavors through operational efficiency and pragmatic choices.
Orion Span began with a dream. The destiny of human civilization is to live and work in space - we believe this is a question of when, not if. What we saw was a unique convergence of trends: with the International Space Station's planned retirement upcoming, launch costs falling, commodity hardware reducing cost, and public excitement reminiscent of the Space Race in the 1960s and 70s, that the time was now to catalyze this destiny.
Between all of us, we have significant space industry experience. We’ve also recruited great advisors, as well as people from the high-end tourism business to advise us. I’ve detailed out our backgrounds further below. In summation, we each specialize in areas that are key to our success: sales/marketing, spacecraft systems, architecture, operations, and have worked for companies with NASA contracts. We also each believe the vision and that success in this business is driving cost out of the whole system and building a market rather than building a tremendous engineering project for which there is little demand.
Orion Span is a current participant in Berkeley SkyDeck.
Patent-pending tech that will help decrease moving parts outside the spacecraft, simplifying and reducing CapEx and OpEx. We also have proprietary 3D printing techniques.
There are three primary markets we are after.
Space Tourism - Over 18,000 NASA applicants per year, but only a small fraction are accepted. Roughly 17,990 people who want to go to space but didn’t make it as a NASA astronaut. Out of those, we believe 200 per year might afford the trip.
Space Agency Astronauts - Only around 9 countries have human spaceflight capability. We believe around 25 have the budget to afford our services and they would pay us a fraction of what they would themselves have to pay to build a human spaceflight program.
Space Research - Important to expanding human endeavors in space, and also feeds both the Space Agency as well as the Space Tourist market (Orion Span's tourists will be citizen scientists as well).
We have three main competitors.
Axiom Space - They want to build a complex 6 module space station that requires on-orbit assembly and will take many years to complete
Bigelow Space Operations - Inflatable technology.
Nanoracks - They want to re-use the 2nd stage of a used rocket and turn it into a habitat. This has never been done before and the complexity of turning a 2nd stage into a habitat in space is high.
Orion Span - We plan to offer a simple, turnkey operation, with a single module to start. This will be in service immediately upon launch, with no assembly or inflation required. Once we reach capacity on one module we will consider launching a 2nd module. The 2nd module will attach in an automated fashion with no expensive robotic arm. We hope to be the low-cost alternative- with our IP and operations, we plan to build and launch for less than our nearest competitors.
We will manufacture the majority of Aurora Station ourselves with proprietary 3D printing techniques. Some key spacecraft systems, like environmental controls and navigation, will be outsourced.
A Side by Side offering refers to a deal that is raising capital under two offering types. If you plan on investing less than US $20,000.00, you will automatically invest under the Regulation CF offering type. If you invest more than US $20,000.00, you must be an accredited investor and invest under the Regulation D offering type.
US $31,500 (under Reg CF only)
All non-Major Purchasers will be subject to an Investment Proxy Agreement "IPA". The IPA will authorize SeedInvest to act as representative for each non-Major Purchaser and take certain actions for their benefit and on their behalf. Please see a copy of the IPA included with the Company's offering materials for additional details.
Investors who invest $50,000 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.
In addition to the perks below, Orion Span is offering limited-time bonus perks. Invest by Friday, December 21st at 11:59pm ET and receive a free online astronaut training voucher* (all investors) and a 20% discount on in-person astronaut training** in Houston ($5K and above).
- High-quality limited run Orion Span T-shirt
- Aurora Station 1/48th scale physical model with your engraved name
- All of the items from the previous tier, plus:
- A high-quality limited run Orion Span Vest
- Yearly investor calls with management
- Lunch or dinner with a founding team member of your choice
- Invitation to a virtual tour of Aurora Station
- Your name on an investor plaque aboard Aurora Station
- All of the items from the previous tiers, plus:
- An invitation to in-person tour of Aurora Station's ground model
- Fully-transferrable waitlist spot to go to Aurora Station (fully transferrable so if you later decide to pass on your spot, you can gift it to a friend or even sell it)
- All of the items from the previous tiers, plus:
- Invitation to join us in person for Aurora Station's launch
- Individual recognition during a pre-launch ceremony.
- An all-expense paid trip to company offices in Houston, or, San Francisco, for an individualized tour and to discuss all things space
- Fully-transferrable waitlist spot to go to Aurora Station AND moved to the front of the line (fully transferrable so if you later decide to pass on your spot, you can gift it to a friend or even sell it)
*Online astronaut training is an in-development series of online courses and videos, that will conclude in an examination that provides certification. It is Phase 1 of 3 of the certification to go to Aurora Station.
**In-person astronaut training is an in-development course including a 1-week onsite training in Houston, TX. It will include course material, as well as physical exercises such as zero gravity simulation in a pool. It is Phase 2 of 3 of the certification to go to Aurora Station.
It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.
Orion Span, Inc. (“the Company”) was incorporated on August 29, 2017, under the laws of the State of Delaware, and is headquartered in Mateo, California. The Company has not yet initiated operations and there have been no operations to date. Orion Span’s mission is to build and sustain human communities in space. Through technological innovation, Orion Span cuts the cost of living in space by an order of magnitude over others. Orion Span will not rest until their shared destiny in the stars has been realized.
Liquidity and Capital Resources
The proceeds from the Offering are essential to our operations. We plan to use the proceeds as set forth above under "Use of Proceeds", which is an indispensable element of our business strategy. The Offering proceeds will have a beneficial effect on our liquidity, as we have approximately $998.86 in cash on hand as of 9/30/2018 which will be augmented by the Offering proceeds and used to execute our business strategy.
The Company currently does not have any additional outside sources of capital other than the proceeds from the Combined Offerings.
Capital Expenditures and Other Obligations
The Company does not intend to make any material capital expenditures in the future.
Trends and Uncertainties
After reviewing the above discussion of the steps the Company intends to take, potential Purchasers should consider whether achievement of each step within the estimated time frame is realistic in their judgment. Potential Purchasers should also assess the consequences to the Company of any delays in taking these steps and whether the Company will need additional financing to accomplish them.
The financial statements are an important part of this Form C and should be reviewed in their entirety. The financial statements of the Company are attached hereto as Exhibit B.
There are three primary markets we are targeting:
- Space Tourism. Estimated to be a billion dollar industry by 2022.
- Space Agency. As the ISS approaches the planned end of its budget in 2024, space agencies worldwide will be looking for a destination for their astronauts.
- Space Research. Important to expanding human endeavors in space, and also feeds both the Space Agency as well as the Space Tourist market (Orion Span's tourists will be citizen scientists as well).
We have two competitors in this business:
- Axiom Space. Planning to build a complex, large space station. Due to the size and complexity, it will take multiple launches and many years to complete. Cost estimates for their project are $1.2 Billion.
- Bigelow Space Operations. Using an inflatable technology. Their module reaches orbit and inflates.
The Company’s product is complex, new, and subject to multiple risks. Rocket launches, satellite missions, and trips to Near Space and Low-Earth-Orbit are susceptible to product loss due to equipment failure, improper operation of equipment, vendor or operator error, among other potential issues. Even minor deviations from optimal processes could result in product defects and other disruptions. Any launch failures or errors could require extended periods of time to investigate and remedy errors, which could delay further launches and adversely harm our business. In addition, there are risks associated with commercial scale including, among others, cost overruns, potential problems with process scale-up, process reproducibility, stability issues, and timely availability of materials.
Many of Company’s contracts are understood to be contingent on the successful development and proof of concept of Aurora Station. Aurora Station is still in development, and the Company’s business depends almost entirely on its successful development and commercialization. The Company will require substantial additional development, testing, and, potentially, regulatory approval before it is able to commercialize its product effectively. This process may take many years (launching in 2022) and may require the expenditure of substantial resources beyond the proceeds raised in this offering. Accordingly, even if the Company is able to obtain the requisite financing to continue to fund the development of its products, it cannot guarantee that Aurora Station or any other product candidates will be successfully developed or commercialized.
The Company is pre-revenue and may not be successful in its efforts to grow and monetize its product. It has limited operating capital and for the foreseeable future will be dependent upon its ability to finance operations from the sale of equity or other financing alternatives. There can be no assurance that the Company will be able to successfully raise operating capital. The failure to successfully raise operating capital, and the failure to effectively monetize its products, could result in bankruptcy or other events which would have a material adverse effect on the Company and the value of its shares. The Company has limited assets and financial resources, so such adverse events could put investors’ dollars at significant risk.
The Company is partially dependent on the leisure travel industry. The Company’s financial prospects are significantly dependent upon leisure travelers using its services. Leisure travel, including leisure airline tickets, hotel room reservations and rental car reservations, is dependent on personal discretionary spending levels. Leisure travel services tend to decline, along with the advertising dollars spent by travel suppliers, during general economic downturns and recessions. If worldwide economic conditions worsen, it could lead to a general decrease in leisure travel and travel spending, which would negatively impact the demand for its services. Additionally, events beyond the Company’s control also may adversely affect the leisure travel industry, with a corresponding negative impact on its business and results of operations. Natural disasters or outbreaks of pandemics and epidemics have disrupted normal leisure travel patterns and levels. The leisure travel industry is also sensitive to other events, such as work stoppages or labor unrest at major airlines, political instability, regional hostilities, increases in fuel prices, imposition of taxes or surcharges by regulatory authorities, travel related accidents and terrorist attacks, any of which could have an impact on its business and results of operations.
Product safety and quality concerns could negatively affect the Company’s business. The Company’s success depends in large part on its ability to maintain consumer confidence in the safety and quality of Aurora Station. The Company has rigorous product safety and quality standards. The Company may become subject to product liability claims and negative publicity, which would cause its business to suffer. In addition, regulatory actions, activities by nongovernmental organizations and public debate and concerns about perceived negative safety and quality consequences may erode consumers’ confidence in the safety and quality issues, whether or not justified, and could result in additional governmental regulations concerning the marketing and labeling of the Company’s products, negative publicity, or actual or threatened legal actions, all of which could damage the reputation of the Company’s products and may reduce demand for the Company’s products. A product recall or an adverse result in litigation could have an adverse effect on our business, depending 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 our reputation and brand image. We also could be adversely affected if consumers in our principal markets lose confidence in the safety and quality of our products.
The Company has a limited operating history upon which you can evaluate its performance: the Company has not recorded any sales through October 2, 2018 and requires capital to begin manufacturing its Aurora Station. Since the Company’s inception in May 2017, it has been designing and developing its product. Sales efforts have NOT begun, but the Company has accepted a number of deposits for future sales (in the form $80,000 refundable waitlist deposit from potential customers), the Company requires additional capital to manufacture Aurora Station. Assuming the Company is able to raise sufficient capital, the management anticipates being able to launch in 2022, but there are numerous risks that may prevent or delay the start of product shipments. Accordingly, the Company has no history upon which an evaluation of its prospects and future performance can be made. Its proposed operations are subject to all business risks associated with new enterprises. The likelihood of its creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the inception of a business, operation in a competitive industry, and the continued development of advertising, promotions, and a corresponding client base. There can be no assurances that the Company will ever operate profitably. You should consider the Company's business, operations, and prospects in light of the risks, expenses, and challenges faced as an early-stage company.
Manufacturing or design defects, unanticipated use of our products, or inadequate disclosure of risks relating to the use of the products can lead to injury or other adverse events. These events could lead to recalls or safety alerts relating to our products (either voluntary or required by governmental authorities) and could result, in certain cases, in the removal of a product from the market. Any recall could result in significant costs as well as negative publicity that could reduce demand for our products. Personal injuries relating to the use of our products can also result in product liability claims being brought against us. In some circumstances, such adverse events could also cause delays in new product approvals. Similarly, negligence in performing our services can lead to injury or other adverse events.
The Company’s sales cycle is long and may be unpredictable, which can result in variability of its financial performance. Additionally, long sales cycles may require the Company to incur high sales and marketing expenses with no assurance that a sale will result, which could adversely affect its profitability. The Company’s results of operations may fluctuate, in part, because of the resource-intensive nature of its sales efforts and the length and variability of the sales cycle. A sales cycle is the period between initial contact with a prospective customer and any sale of its [tools/product/services]. The sales process involves educating customers about the Company’s services, participating in extended services evaluations and configuring the services to customer-specific needs. During the sales cycle, the Company may expend significant time and money on sales and marketing activities or make other expenditures, all of which lower its operating margins, particularly if no sale occurs or if the sale is delayed as a result of extended qualification processes or delays. It is difficult to predict when, or even if, it will make a sale to a potential customer or if the Company can increase sales to existing customers. As a result, the Company may not recognize revenue from sales efforts for extended periods of time, or at all. The loss or delay of one or more large transactions in a quarter could impact its results of operations for that quarter and any future quarters for which revenue from that transaction is lost or delayed.
The development and commercialization of the Company’s products and services are 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 space tourism market is an emerging industry where new competitors may enter the market frequently. 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 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.
The Company forecasts project aggressive growth post-raise. If its assumptions are wrong, and its projections regarding market penetration are too aggressive, its financial projections may overstate its 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 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 the Company’s 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, the Company 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.
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 the Company’s 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 are not able to raise sufficient capital in the future, 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.
The Company’s cash position is relatively weak. The Company currently has only $998 in cash balances as of October 2, 2018. This equates to 3 months of 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 may not be successful in obtaining issued patents. The Company's success depends significantly on their ability to obtain, maintain and protect their proprietary rights to the technologies used in their services. The Company filed a provisional patent application for its station design and anticipates filing more around its IP. Filing a provisional patent application only indicates that they are pursuing protection, but the scope of protection, or whether a patent will even be granted, is still undetermined. The Company is not currently protected from their competitors. Moreover, any patents issued to them may be challenged, invalidated, found unenforceable or circumvented in the future. Any intellectual enforcement efforts the Company seeks to undertake, including litigation, could be time-consuming and expensive and could divert management’s attention.
The Company’s success is partially dependent on consumer adoption of space tourism, a relatively unproven market. The Company may incur substantial operating costs, particularly in sales and marketing and research and development, in attempting to develop these markets. If the market for the Company’s products develops more slowly than it expects, its growth may slow or stall, and its operating results would be harmed. The market for space tourism is still evolving, and the Company depends on continued growth of this market. It is uncertain whether the trend of adoption of space tourism that the Company has experienced in the past will continue in the future.
Governmental regulation and associated legal uncertainties may adversely affect the Company’s business. Many of the services that the Company offers are regulated by federal and state governments, and its ability to provide these services is and will continue to be affected by government regulations. The implementation of unfavorable regulations or unfavorable interpretations of existing regulations by courts or regulatory bodies could require the Company to incur significant compliance costs, cause the development of the affected markets to become impractical and otherwise have a material adverse effect on the business, results of operations and financial condition. In addition, its business strategy involves expansion into regions around the world, many of which have different legislation, regulatory environments, tax laws and levels of political stability. Compliance with foreign legal, regulatory or tax requirements will place demands on the Company’s time and resources, and it may nonetheless experience unforeseen and potentially adverse legal, regulatory or tax consequences.
The Company does not have employment contracts in place. Employment agreements typically provide protections to the Company in the event of the employee’s departure, specifically addressing who is entitled to any intellectual property created or developed by those employees in the course of their employment and covering topics such as non-competition and non-solicitation. As a result, if employees were to leave, the Company might not have any ability to prevent their direct competition, or have any legal right to intellectual property created during their employment. There is no guarantee that an employment agreement will be entered into.
The Company has conducted the following related party transaction. During the period of August 29, 2017 to December 31, 2017, the two founders of the Company contributed funds for operations. At December 31, 2017, the amount of contributions of $70 are recorded under additional paid in capital on the balance sheet.
Risks Related to the Securities
The Crowd Notes will not be freely tradable until one year from the initial purchase date. Although the Crowd Notes may be tradable under federal securities law, state securities regulations may apply and each Purchaser should consult with his or her attorney. You should be aware of the long-term nature of this investment. There is not now and likely will not be a public market for the Crowd Notes. Because the Crowd Notes have not been registered under the 1933 Act or under the securities laws of any state or non-United States jurisdiction, the Crowd Notes have transfer restrictions under Rule 501 of Regulation CF. It is not currently contemplated that registration under the 1933 Act or other securities laws will be effected. Limitations on the transfer of the Crowd Notes may also adversely affect the price that you might be able to obtain for the Crowd Notes in a private sale. Purchasers should be aware of the long-term nature of their investment in the Company. Each Purchaser in this Offering will be required to represent that it is purchasing the Securities for its own account, for investment purposes and not with a view to resale or distribution thereof.
We are selling convertible notes that will convert into shares or result in payment in limited circumstances. These notes only convert or result in payment in limited circumstances. If the Crowd Notes reach their maturity date, investors (by a decision of the Crowd Note holders holding a majority of the principal amount of the outstanding Crowd Notes) will either (a) receive payment equal to the total of their purchase price plus outstanding accrued interest, or (b) convert the Crowd Notes into shares of the Company’s most senior class of preferred stock, and if no preferred stock has been issued, then shares of Company’s common stock. If there is a merger, buyout or other corporate transaction that occurs before a qualified equity financing, investors will receive a payment of the greater of two times their purchase price or the amount of preferred shares they would have been able to purchase using the valuation cap. If there is a qualified equity financing (an initial public offering registered under the 1933 Act or a financing using preferred shares), the notes will convert into a yet to-be-determined class of preferred stock. If the notes convert because they have reached their maturity date, the notes will convert based on a $5,000,000 valuation cap. If the notes convert due to a qualified equity financing, the notes will convert at a discount of 20%, or based on a $5,000,000 valuation cap. This means that investors would be rewarded for taking on early risk compared to later investors. Outside investors at the time of conversion, if any, might value the Company at an amount well below the $5,000,000 valuation cap, so you should not view the $5,000,000 as being an indication of the Company’s value.
We have not assessed the tax implications of using the Crowd Note. The Crowd Note is a type of debt security. As such, there has been inconsistent treatment under state and federal tax law as to whether securities like the Crowd Note can be considered a debt of the Company, or the issuance of equity. Investors should consult their tax advisers.
The Crowd Note contains dispute resolution provisions which limit your ability to bring class action lawsuits or seek remedy on a class basis. By purchasing a Crowd Note this Offering, you agree to be bound by the dispute resolution provisions found in Section 6 of the Crowd Note. Those provisions apply to claims regarding this Offering, the Crowd Notes and possibly the securities into which the Crowd Note are convertible. Under those provisions, disputes under the Crowd Note will be resolved in arbitration conducted in Delaware. Further, those provisions may limit your ability to bring class action lawsuits or similarly seek remedy on a class basis.
You may have limited rights. The Company has not yet authorized preferred stock, and there is no way to know what voting rights those securities will have. In addition, as an investor in the Regulation CF offering you will be considered a Non-Major Investor (as defined below) under the terms of the notes offered, and therefore, you have more limited information rights.
You will be bound by an investment management agreement which limits your voting rights. As a result of purchasing the notes, all Non-Major Investors (including all investors investing under Regulation CF) will be bound by an investment management agreement. This agreement will limit your voting rights and at a later time may require you to convert your future preferred shares into common shares without your consent. Non-Major Investors will be bound by this agreement, unless Non-Major Investors holding a majority of the principal amount outstanding of the Crowd Notes (or majority of the shares of the preferred equity the notes will convert into) held by Non-Major Investors vote to terminate the agreement.
A majority of the Company is owned by a small number of owners. Prior to the Offering, the Company’s current owners of 20% or more of the Company’s outstanding voting securities beneficially own up to [TBD]% of the Company’s voting securities. Subject to any fiduciary duties owed to our other owners or investors under Delaware law, these owners may be able to exercise significant influence over matters requiring owner approval, including the election of directors or managers and approval of significant Company transactions, and will have significant control over the Company’s management and policies. Some of these persons may have interests that are different from yours. For example, these owners may support proposals and actions with which you may disagree. The concentration of ownership could delay or prevent a change in control of the Company or otherwise discourage a potential acquirer from attempting to obtain control of the Company, which in turn could reduce the price potential investors are willing to pay for the Company. In addition, these owners could use their voting influence to maintain the Company’s existing management, delay or prevent changes in control of the Company, or support or reject other management and board proposals that are subject to owner approval.
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”). 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
A Side by Side offering refers to a deal that is raising capital under two offering types. This Side by Side offering is raising under Regulation CF and Rule 506(c) of Regulation D.
The Form C is a document the company must file with the Securities and Exchange Commission (“SEC”) which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.
Before making any investment decision, it is highly recommended that prospective investors review the Form C filed with the SEC (included in the company's profile) before making any investment decision.
Rule 506(c) under Regulation D is a type of offering with no limits on how much a company may raise. The company may generally solicit their offering, but the company must verify each investor’s status as an accredited investor prior to closing and accepting funds. To learn more about Rule 506(c) under Regulation D and other offering types check out our blog and academy.
Title III of the JOBS Act outlines Reg CF, a type of offering allowing private companies to raise up to $1 million from all Americans. Prior capital raising options limited private companies to raising money only from accredited investors, historically the wealthiest ~2% of Americans. Like a Kickstarter campaign, Reg CF allows companies to raise funds online from their early adopters and the crowd. However, instead of providing investors a reward such as a t-shirt or a card, investors receive securities, typically equity, in the startups they back. To learn more about Reg CF and other offering types check out our blog and academy.
When you complete your investment on SeedInvest, your money will be transferred to an escrow account where an independent escrow agent will watch over your investment until it is accepted by Orion Span. Once Orion Span accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Orion Span in exchange for your securities. At that point, you will be a proud owner in Orion Span.
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)
If you are investing under Rule 506(c) of Regulation D, your status as an Accredited Investor will also need to be verified and you will be asked to provide documentation supporting your income, net worth, revenue, or net assets or a letter from a qualified advisor such as a Registered Investment Advisor, Registered Broker Dealer, Lawyer, or CPA.
An investor is limited in the amount that he or she may invest in a Reg CF offering during any 12-month period:
- If either the annual income or the net worth of the investor is less than $100,000, the investor is limited to the greater of $2,000 or 5% of the lesser of his or her annual income or net worth.
- If the annual income and net worth of the investor are both greater than $100,000, the investor is limited to 10% of the lesser of his or her annual income or net worth, to a maximum of $100,000.
Separately, Orion Span has set a minimum investment amount of US $1,000.
Accredited investors investing $20,000 or over do not have investment limits.
You are a partial owner of the company, you do own securities after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.
In certain circumstances a company may terminate its ongoing reporting requirement if:
- The company becomes a fully-reporting registrant with the SEC
- The company has filed at least one annual report, but has no more than 300 shareholders of record
- The company has filed at least three annual reports, and has no more than $10 million in assets
- The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
- The company ceases to do business
However, regardless of whether a company has terminated its ongoing reporting requirement per SEC rules, SeedInvest works with all companies on its platform to ensure that investors are provided quarterly updates. These quarterly reports will include information such as: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) any notable press and news.
Currently there is no market or liquidity for these securities. Right now Orion Span does not plan to list these securities on a national exchange or another secondary market. At some point Orion Span 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 Orion Span either lists their securities on an exchange, is acquired, or goes bankrupt.
You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement. If invested under Regulation CF you may also receive periodic updates from the company about their business, in addition to monthly account statements.
This is Orion Span'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 Orion Span's Form C. The Form C includes important details about Orion Span's fundraise that you should review before investing.
For offerings made under Regulation CF, you may cancel your investment at any time up to 48 hours before a closing occurs or an earlier date set by the company. You will be sent a reminder notification approximately five days before the closing or set date giving you an opportunity to cancel your investment if you had not already done so. Once a closing occurs, and if you have not canceled your investment, you will receive an email notifying you that your securities have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, you may go to your portfolio page
If you invest under any other offering type, you may cancel your investment at any time, for any reason until a closing occurs. You will receive an email when the closing occurs and your securities have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your portfolio page.