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Osiris Media

Media platform creating experiences for passionate fans of music and culture

Osiris Media is offering securities under both Regulation D and Regulation CF through SI Securities, LLC ("SI Securities"). SI Securities is an affiliate of SeedInvest Technology, LLC, a registered broker-dealer, and member FINRA/SIPC. SI Securities will receive cash compensation equal to 7.50% of the value of the securities sold and equity compensation equal to 5.00% of the number of securities sold. Investments made under both Regulation D and Regulation CF involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest. Furthermore, the contents of the Highlights, Term Sheet sections have been prepared by SI Securities and shall be deemed broker-dealer communications subject to FINRA Rule 2210 (the “Excluded Sections”). With the exception of the Excluded Sections noted above, this profile contains offering materials prepared solely by Osiris Media without the assistance of SI Securities, and not subject to FINRA Rule 2210 (the “Issuer Profile”). The Issuer Profile may contain forward-looking statements and information relating to, among other things, the company, its business plan and strategy, and its industry. Investors should review the risks and disclosures in the offering's draft. The contents of this profile are meant to be a summary of the information found in the company’s Form C. Before making an investment decision, investors should review the company’s Form C for a complete description of its business and offering information, a copy of which may be found both here and below.


Company Highlights

  • 1.7 million podcast downloads in the past year
  • 83% user growth over past year
  • Advertisers include Ben & Jerry's, KushCo, and CashorTrade
  • Advised by Andy Weissman of Union Square Ventures & Steve Martocci of GroupMe and Splice
  • Co-founded by Tom Marshall, primary external lyricist for the band Phish

Fundraise Highlights

  • Total Amount Raised: US $306,983
  • Total Round Size: US $750,000
  • Raise Description:  Seed
  • Minimum Investment:  US $1,000 per investor
  • Security Type:  Crowd Note  (SWIFT)
  • Offering Type:   Side by Side Offering

Tiered Valuation Cap

Osiris is creating and curating music and culture podcasts for passionate fans and helping like-minded advertisers get in front of engaged customers.


Today people are bombarded with content, but we believe many people are not finding authentic connections with the topics they care about. And many companies are having a harder time forming relationships with targeted consumers.

As ESPN provided passionate sports fans with a way to connect more deeply with their interests, Osiris is looking to do the same with music and culture. With audio podcasts, video, and live events, we are creating commentary and experiences for music fans to delight and inform—while helping companies connect with a difficult to reach demographic in an authentic way.

Over the past year, we've grown to almost 30 podcasts, and have generated more than 1.7 million downloads across the network. 

The podcast industry is growing in impressive ways. The recent acquisition of Gimlet Media by Spotify was one of the biggest deals in the podcasting industry to date, and shows that many big players are seeing the potential in podcasting. And advertisers also see this potential—in 2017, there was $314 million in podcast ad revenue, which was an 86% increase from 2016. 

We've built a lot of momentum, and will be focusing our attention and resources on expanding our original, limited-series podcasts with high-profile musicians, while helping our current podcasts grow. We will also invest more time and resources in video and live events, to give fans content that is inspiring and engaging.

Pitch Deck

Product & Service

What We Do

Our products are unique experiences, delivered via audio podcasts, video, and interactive live events. We bring people closer to the music and topics they're passionate about, whether that's the Grateful Dead, classic rock, or craft beer.  

When we launched in 2018, we had 12 podcasts. Now we have nearly 30, averaging at about 150,000 downloads per month. We have podcasts that focus on bands like Phish and the Grateful Dead, interview shows that talk to artists across the musical spectrum, and culture podcasts that discuss parenting, health, art, and more. 

To give passionate fans more of an opportunity to engage with music they love, we have produced "Couch Report" videos, where we provide analysis before and after concerts. We've also held several live events, including interviews with artists at existing festivals, concerts, and live podcast recordings.

Audience

Our audience is made up of passionate, educated, and well-off fans:

  •  50% listen to 4+ hours of podcasts per week
  • 75% have at least a Bachelor's Degree
  • 43% have a household income of $100K+
  • 76% are aged 25-44
  • 50% have bought something after hearing a podcast ad

Customers


Our customers are brands that are trying to reach increasingly difficult-to-reach audiences (young, highly educated, high household income). They pay us to deliver ads on our network read by the voice of the hosts, so they are trustworthy sources of information for the listeners. With promotional codes and deals, the advertiser can form meaningful relationships with our users, who are part of a very targeted and important demographic. 

How We Make Money

  • CPM based advertising (100% of current revenue)
  • Podcast sponsorship (Q3 2019)
  • Content creation for corporate partners (Q3 2019)
  • Video advertising/sponsorships (Q3 2019)
  • Event tickets/sponsorships (Q3 2019)

Our Competitive Edge

Osiris is one of the first to market with a podcast network that focuses on the genres we've started with, including “jam bands” and associated genres (such as indie rock, bluegrass, folk, and classic rock). We believe that these genres are a great way to start building this broader network, as these music fans are passionate and engaged. Moving into video and events further expands our reach and solidifies our market position. Our vision is to expand to cover all genres, and with our listener and advertiser footprint, we are in a good position to maintain this advantage.

We also have a co-founder with a deep history in music, with Tom as a lyricist for Phish. Tom has a unique position in the music community, and has his own brand and network that has been instrumental in helping us grow so quickly. Moving forward, we would identify more people like Tom in other genres to help us expand and grow.

Lastly, we have additional high-profile members of our network who bring their own audiences—including Bob Crawford of The Avett Brothers, Geoff Rickly of Thursday, comedian Mike Finoia, and others. 

Our 2019 Product Roadmap

  1. Create original, limited-series podcasts with high-profile music and culture personalities (like Jim James of My Morning Jacket and Mike Gordon of Phish) and acquire podcasts focused on bands/genres with passionate fanbases
  2. Establish partnerships in media (Rolling Stone), content distribution (Spotify), and music (Red Light Management)
  3. Explore verticals where advertiser and audience interest intersect (like cannabis and local music)
  4. Use video to drive traffic to our podcasts and engage music fans with a weekly news show and original series
  5. Hold events that engage fans in contests, games, and interviews with artists

This product roadmap is a management estimate and is subject to risks and uncertainties. Osiris is currently in discussions with or planning to engage the above opportunities.

Media Mentions

Team Story

Co-founders Tom Marshall and RJ Bee both had podcasts about their favorite band, Phish. When they met, they both thought about how they  could bring more music conversation and commentary to more people, and how they could spend more time thinking and talking about music. Their passion is what helps drive and grow Osiris.

Tom is an experienced entrepreneur, and he also brought his industry expertise and network to the venture. RJ had spent the past 10 years building a communications firm, and brought operational and marketing expertise. They joined forces and brought in a few key advisors, including Steve Martocci, founder of GroupMe and Splice, and Andy Weissman of Union Square Ventures. 

Tom and RJ started with 12 podcasts focused on music and culture, and quickly grew it to expand to other kinds of music and cultural topics. 

Fun fact: The name Osiris is taken from a line in “Guelah Papyrus,” a Phish song that's among the more than 100 that Tom has written with Phish guitarist Trey Anastasio. 

Founders and Officers

RJ Bee, co-founder and CEO of Osiris, has a background in business and communications. He has channeled his lifelong passion for music into the Helping Friendly Podcast, which he co-founded in 2013. As CEO, RJ is responsible for leading and growing Osiris. He brings expertise in strategic growth, HR, marketing and finance, most recently as SVP at Hattaway Communications.

RJ Bee

CEO

RJ Bee, co-founder and CEO of Osiris, has a background in business and communications. He has channeled his lifelong passion for music into the Helping Friendly Podcast, which he co-founded in 2013. As CEO, RJ is responsible for leading and growing Osiris. He brings expertise in strategic growth, HR, marketing and finance, most recently as SVP at Hattaway Communications.

Tom is the primary external lyricist and songwriter for the band Phish, with many songs to his name. Tom also has a technical background and a degree in computer science. Tom’s IT career began in large corporations, but he now spends his time working with startups. He recently completed the sale of his company LyrikMachine to an Atlanta-based entertainment company. Tom is now a successful music podcaster, having launched Under The Scales in November 2016 and achieving more than a million downloads in the first season.

Tom Marshall

COO

Tom is the primary external lyricist and songwriter for the band Phish, with many songs to his name. Tom also has a technical background and a degree in computer science. Tom’s IT career began in large corporations, but he now spends his time working with startups. He recently completed the sale of his company LyrikMachine to an Atlanta-based entertainment company. Tom is now a successful music podcaster, having launched Under The Scales in November 2016 and achieving more than a million downloads in the first season.

Notable Advisors & Investors

Andy Weissman

Advisor, Partner, Union Square Ventures

Steve Martocci

Advisor, CEO, Splice

Andrew Sparkler

Advisor, SVP, Downtown Music

Chris Pandolfi

Advisor, The Infamous Stringdusters

Macon Phillips

Advisor, CDO, CARE

Peter Mellen

Advisor, Entrepreneur in Residence, Georgetown University

Jon Gutwillig

Advisor, The Disco Biscuits

Felicia dAmbrosio

Advisor, Partner, Federal Donuts

Q&A with the Founder

  • Can you describe your typical customer? 

    A typical customer is a brand that has a product to sell or a campaign to launch and wants to reach an engaged, targeted demographic of music fans and people who engage with live music culture. Examples include food and beverage companies like Ben & Jerry’s, cannabis companies like KushCo, alcohol companies like Diageo, and ticketing companies like CashorTrade. 

    A typical user is a passionate music fan who is trying to learn more about his or her favorite band or genre. This could be a lifelong Grateful Dead fan who is looking for more authentic connections with other fans, to discuss the music that they love. They may hear about Brokedown Podcast through a Facebook group, a friend, or a media publication they read. They go to the Osiris site and discover more podcasts targeted to their interests. 

  • What are barriers to entry that would prevent others from entering your space and replicating what you do? 

    To build a successful podcast network, first and foremost you need great content. That takes production experience and expertise, connections to high-profile guests and a community of supportive allies that can help podcasts grow. You also need advertiser relationships that develop over time to form a stable revenue base. We also have the people and networks mentioned above that would be difficult to replicate.  

  • What is the regulatory landscape of your market like, and what are the regulations you must comply with, and how do you comply with those regulations?


    As a music-focused network, we have to comply with music trademarks and copyrights. At this point in time, there is not a standard framework for podcast-based music licensing. We work directly with artists, management companies and record labels to obtain licenses we need to use music in our podcasts. 

  • Can you summarize your business model?  

    Our revenue model is based on several lines of revenue:

    • CPM based advertising, where advertisers buy a certain number of downloads from across our podcasts
    • Podcast sponsorship, where a company sponsors an entire episode or season of a podcast
    • Content creation for corporate partners, where we create new content for a company
    • Video advertising/sponsorships, where companies’ logos and branding are featured on videos
    • Event tickets/sponsorships, where companies’ logos and branding are featured at events
  • What is your strategy to scale post-raise, including your product and business roadmap? 

    Below is a summary of the product and business roadmap post-raise. We will continue to grow as a media company and focus on ways to serve our listeners and users.


    Customer growth. This is our #1 priority in 2019. We have a newly finished Media Kit and have dispatched affiliates, our team, and our Advertising Strategist to reach out to potential advertisers. We are continuing to push advertising opportunities with 1 media partner and 2 podcast ad buying firms. We will be hiring a Sales Director post-raise.


    Website. We have not yet used our website for ads and have not optimized for SEO. We also have an opportunity to look at how to keep more people on the Osiris website to watch videos, listen to podcasts, buy merchandise, and see ads from other companies. We’ll be spending time on that in 2019.


    Marketing. For all of the content below, we will be using our email list, social media, media partnerships, and direct outreach to music and culture journalists to ensure that there is a steady flow of information about Osiris reaching current and potential fans. We also will continue to communicate our intention to move into other genres of music, and will be hiring a Director of Marketing and Communications post-raise.


    Content/Hiring. Across all of our mediums, our goal is to secure 1,000,000 monthly downloads and a monthly gross revenue of $150,000 by the end of 2019. To get there, we aim to:


    1. Create original, limited-series podcasts with high-profile music and culture personalities (like Jim James of My Morning Jacket and Mike Gordon of Phish) and acquire podcasts focused on bands/genres with passionate fanbases. We will hire a Production Director and a Production Assistant, post-raise.
    2. Establish more partnerships in media (Rolling Stone), content distribution (Spotify) and music (Red Light Management)
    3. Explore verticals where advertiser and audience interest intersect (like cannabis and local music)
    4. Improve user experience through additional surveys to assess needs and software or platforms to help (website, app)
    5. Use video to drive traffic to our podcasts and to engage music fans—we just launched The Drop, a weekly music news show, and will expand our Couch Reports to other bands like Dead & Company, Umphrey’s McGee, Disco Biscuits, Avett Brothers and more; and create more real-time video about music news
    6. Hold more events that engage fans in contests, games and interviews with artists—including “Evening with Osiris” series across the country with prominent musicians that will allow us to combine the intimate medium of podcasting with the appeal of people’s favorite musicians; more live podcast recordings; and events that bring fans together at music festivals and events
  • The Q&A with the Founder is based on due diligence activities conducted by SI Securities, LLC. The verbal and/or written responses transcribed above may have been modified to address grammatical, typographical, or factual errors, or by special request of the company to protect confidential information.

    Term Sheet

    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.

    Fundraising Description

  • Round type:
    Seed

  • Round size:
    US $750,000

  • Raised to date:
    US $306,983
    US $281,983 (under Reg CF only)

  • Minimum investment:
    US $1,000

  • Target Minimum:
    US $150,000
  • Key Terms

  • Security Type:
    Tiered Crowd Note  (SWIFT)

  • Conversion discount:
    20.0%

  • Valuation Cap:
    US $2,000,000 before Apr 20, 2019
    US $2,250,000 before May 4, 2019
    US $2,500,000 Final

  • Interest rate:
    5.0%

  • Note term:
    24 months
  • Additional Terms

  • Custody of Shares

    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. 


  • Investment Proxy Agreement

    All non-Major Purchasers will be subject to an Investment Proxy Agreement (“IPA”). The IPA will authorize an investment Manager to act as representative for each non-Major Purchaser and take certain actions for their benefit and on their behalf. Please see a copy of the IPA included with Company's offering materials for additional details.


  • Closing conditions:
    While Osiris Media has set an overall target minimum of US $150,000 for the round, Osiris Media must raise at least US $25,000 of that amount through the Regulation CF portion of their raise before being able to conduct a close on any investments below $20,000. For further information please refer to Osiris Media's Form C.

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

  • Use of Proceeds

    Investor Perks

    Investors in Osiris Media's campaign will receive the perks below!

    $1,000 - $4,999 investment

    • Osiris t-shirt, koozie, and stickers

    $5,000 - $9,999 investment

    • Osiris t-shirt, koozie, and stickers
    • Shoutout on an Osiris podcast

    $10,000 - $24,999 investment

    • Osiris t-shirt, koozie, and stickers
    • Shoutout on an Osiris podcast
    • Guest appearance on an Osiris podcast

    $25,000 - $49,999 investment

    • Osiris t-shirt, koozie, and stickers
    • Shoutout on an Osiris podcast
    • Guest appearance on an Osiris podcast
    • Osiris poster signed by Tom Marshall

    $50,000 - $99,999 investment

    • Osiris t-shirt, koozie, and stickers
    • Shoutout on an Osiris podcast
    • Guest appearance on an Osiris podcast
    • Osiris poster signed by Tom Marshall
    • Guitar lesson with Amar Sastry of “Anatomy of a Jam”
    • Happy hour with Tom Marshall and RJ Bee in New York City

    $100,000+ investment

    • Osiris t-shirt, koozie, and stickers
    • Shoutout on an Osiris podcast
    • Guest appearance on an Osiris podcast
    • Osiris poster signed by Tom Marshall
    • Guitar lesson with Amar Sastry of “Anatomy of a Jam”
    • Dinner with Tom Marshall and RJ Bee in New York City

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

    Prior Rounds

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


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

    Pre-Seed

  • Round Size
    US $50,000
  • Closed Date
    Feb 1, 2018
  • Security Type
    Convertible Note
  • Valuation Cap
    US $6,000,000
  • Financial Discussion

    Operations

    The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

    Osiris Media Corp. (“the Company”) is a corporation organized under the laws of the State of Delaware. The Company is a media company that produces podcasts.

    The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, or services have been rendered, the fee for the arrangement is fixed or determinable and collectability is reasonably assured.

    The Company is subject to customary risks and uncertainties including, but not limited to, dependence on key personnel, costs of services provided by third parties, the need to obtain additional financing, and limited operating history.

    Liquidity and Capital Resources

    The proceeds from the Offering are essential to our operations. The Company plans to use the proceeds as set forth above under "Use of Proceeds", which is an indispensable element of their business strategy. The Offering proceeds will have a beneficial effect on their liquidity, as they have approximately $3,560.09 in cash on hand as of March 29, 2019, which will be augmented by the Offering proceeds and used to execute their 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.

    Market Landscape

     Podcast advertising spending in the United States


    Our market opportunity is based on our audiences' desire to dive more deeply into topics they're passionate about, whether that’s a lifelong obsession with the Grateful Dead, a newly developed affinity for craft beer, or a delightful discovery of a new band that they can’t get enough of. We are aiming to be a go-to music and culture podcast network, as well as the online and offline destination for music conversation, content and commentary. 

    We are one of the first to market to create a podcast network and media company targeted at fans of the musical genres that we covet.

    Our customer opportunity is based on the fact that although media consumption is increasing, customer engagement for brands is getting more difficult. Podcast advertising is increasing exponentially—in 2017, there was $314 million in podcast ad revenue, which was an 86% increase from 2016, according to IAB/PwC.

    Podcast listeners are also more engaged than other consumers that receive advertising. For example, podcast listeners are less likely to skip ads because they don’t want to miss any content. That’s why the “live read” done by the host is so critical. Reportedly, 40% of people listen to entire podcasts, which gives multiple opportunities in one show for an advertiser to connect with a listener. Lastly, retention is high—according to Midroll Media, 80% of listeners could recall at least one brand advertised in a podcast episode. 

    As one real-world example, a Ben & Jerry’s campaign that we did in the Fall of 2018 achieved a nearly 35% return on ad spend, which the client considered “very exciting” for their first foray into podcast advertising.

    Lastly, we have a co-founder with a high profile in music. Tom Marshall is the primary lyricist for the band Phish, and a musician himself. His knowledge and network in the music industry has been a critical part of our growth.  


    Risks and Disclosures

    The development and commercialization of the Company’s products and services are highly competitive. It faces competition with respect to any products and services that it may seek to develop or commercialize in the future. Its competitors include major companies worldwide. The podcast 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.

    Failure to obtain new clients or renew client contracts on favorable terms could adversely affect results of operations. The Company may face pricing pressure in obtaining and retaining their clients. Their clients may be able to seek price reductions from them when they renew a contract, when a contract is extended, or when the client’s business has significant volume changes. Their clients may also reduce services if they decide to move services in-house. On some occasions, this pricing pressure results in lower revenue from a client than the Company had anticipated based on their previous agreement with that client. This reduction in revenue could result in an adverse effect on their business and results of operations.

    Further, failure to renew client contracts on favorable terms could have an adverse effect on their business. The Company's contracts with clients generally run for several years and include liquidated damage provisions that provide for early termination fees. Terms are generally renegotiated prior to the end of a contract’s term. If they are not successful in achieving a high rate of contract renewals on favorable terms, their business and results of operations could be adversely affected.

    The Company’s cash position is relatively weak. The Company currently has only $3,560.09 in cash balances as of 03/29/2019. 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’s expenses will significantly increase as they seek to execute their current business model. Although the Company estimates that it has enough runway until end of year, they will be ramping up cash burn to promote revenue growth, initiate payroll, further develop R&D, and fund other Company operations after the raise. Doing so could require significant effort and expense or may not be feasible.

    The Company does not currently hold any intellectual property and they may not be able to obtain such intellectual property. Their ability to obtain protection for their intellectual property (whether through patent, trademark, copyright, or other IP right) is uncertain due to a number of factors, including that the Company may not have been the first to make the inventions. The Company have not conducted any formal analysis of the “prior art” in their technology, and the existence of any such prior art would bring the novelty of their technologies into question and could cause the pending patent applications to be rejected. Further, changes in U.S. and foreign intellectual property law may also impact their ability to successfully prosecute their IP applications. For example, the United States Congress and other foreign legislative bodies may amend their respective IP laws in a manner that makes obtaining IP more difficult or costly. Courts may also render decisions that alter the application of IP laws and detrimentally affect their ability to obtain such protection. Even if the Company is able to successfully register IP, this intellectual property may not provide meaningful protection or commercial advantage. Such IP may not be broad enough to prevent others from developing technologies that are similar or that achieve similar results to theirs. It is also possible that the intellectual property rights of others will bar the Company from licensing their technology and bar them or their customer licensees from exploiting any patents that issue from our pending applications. Finally, in addition to those who may claim priority, any patents that issue from our applications may also be challenged by their competitors on the basis that they are otherwise invalid or unenforceable.

    The Company may be unable to maintain, promote, and grow its brand through marketing and communications strategies. It may prove difficult for the Company to dramatically increase the number of customers that it serves or to establish itself as a well-known brand in the competitive podcast space. Additionally, the product may be in a market where customers will not have brand loyalty.

    Not all of the founders or key employees are currently working full time for the Company. As a result, certain of the Company's employees, officers, directors or consultants may not devote all of their time to the business, and may from time to time serve as employees, officers, directors and consultants of other companies. These other companies may have interests in conflict with the Company.

    The Company does not have an employment contract in place with Randall James Bee II or Thomas Marshall, the founders. 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 Randall James Bee II or Thomas Marshall were to leave Osiris Media Corp., 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 did not file 2017 taxes and has filed an extension for its 2018 taxes, which could subject it to penalties, fines, or interest changes, and which could indicate a failure to maintain adequate financial controls and safeguards. In particular, the Internal Revenue Service (IRS) could impose the Company with costly penalty and interest charges if the Company has filed its tax return late, or has not furnished certain information by the due date. In addition, even if the Company has filed an extension, if it underestimated its taxes, the IRS could penalize it. Potential tax consequences could adversely affect the Company’s results of operations or financial condition.

    The Company has conducted transactions with related parties. From time to time the Company may engage in transactions with related persons. Related persons are defined as any manager, director, or officer of the Company; any person who is the beneficial owner of 10 percent or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power; any promoter of the Company; any immediate family member of any of the foregoing persons or an entity controlled by any such person or persons.

    The Company has conducted the following transactions with related persons:

    Thomas Marshall and RJ Bee have revenue share agreements with the Company for advertisement revenue their podcasts earn for the Company. The Company will share 70% of the revenue with these individuals under the agreements. Thomas Marshall and RJ Bee are members of the Company’s management team. 

    The Company uses one-off, manual payment methods, such as PayPal and Venmo to disburse ad revenue. Such a process may indicate a lack of proper and effective internal controls, disclosure controls, and/or corporate governance procedures with respect to the payment of vendors and its accounting. Payments through these methods include payments to related parties. Such processes are prone to error, and may lack the necessary oversight and auditing to ensure compliance with payroll, taxation, and other regulations. If the Company fails to implement effective controls and procedures, its ability to operate could be substantially impaired.

    We have not prepared any audited financial statements. Therefore, you have no audited financial information regarding the Company’s capitalization or assets or liabilities on which to make your investment decision. If you feel the information provided is insufficient, you should not invest in the Company.

    The Company has not filed a Form D for its previous offerings. The SEC rules require a Form D to be filed by companies within 15 days after the first sale of securities in the offering relying on Regulation D. Failing to register with the SEC or get an exemption may lead to fines, the right of investors to get their investments back, and even criminal charges. There is a risk that a late penalty could apply.

    The company is subject to many U.S. federal and state laws and regulations, including those related to privacy, rights of publicity, and law enforcement. These laws and regulations are constantly evolving and may be interpreted, applied, created, or amended, in a manner that could harm our business. The technology and use of the technology in our product may not be legislated, and it is uncertain whether different states will legislate around this technology, and, if they do, how they will do so. Violating existing or future regulatory orders or consent decrees could subject us to substantial monetary fines and other penalties that could negatively affect our financial condition and results of operations.

    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 these shares and the company does not have any plans to list these shares on an exchange or other secondary market. At some point the company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a "liquidation event" occurs. A "liquidation event" is when the company either lists their shares on an exchange, is acquired, or goes bankrupt.

    The Company may not pay dividends for the foreseeable future. Unless otherwise specified in the offering documents and subject to state law, you are not entitled to receive any dividends on your interest in the Company. Accordingly, any potential investor who anticipates the need for current dividends or income from an investment should not purchase any of the securities offered on the Site.

    Valuation and capitalization. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold.

    You may only receive limited disclosure. While the company must disclose certain information, since the company is at an early-stage they may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long history. The company may also only obligated to file information periodically regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events — through continuing disclosure that you can use to evaluate the status of your investment.

    Investment in personnel. An early-stage investment is also an investment in the entrepreneur or management of the company. Being able to execute on the business plan is often an important factor in whether the business is viable and successful. You should be aware that a portion of your investment may fund the compensation of the company's employees, including its management. You should carefully review any disclosure regarding the company's use of proceeds.

    Possibility of fraud. In light of the relative ease with which early-stage companies can raise funds, it may be the case that certain opportunities turn out to be money-losing fraudulent schemes. As with other investments, there is no guarantee that investments will be immune from fraud.

    Lack of professional guidance. Many successful companies partially attribute their early success to the guidance of professional early-stage investors (e.g., angel investors and venture capital firms). These investors often negotiate for seats on the company's board of directors and play an important role through their resources, contacts and experience in assisting early-stage companies in executing on their business plans. An early-stage company may not have the benefit of such professional investors.

    Representatives of SI Securities, LLC are affiliated with SI Advisors, LLC ("SI Advisors") Representatives of SI Securities, LLC are affiliated with SI Advisors, LLC ("SI Advisors"). SI Advisors is an exempt investment advisor that acts as the General Partner of SI Selections Fund I, L.P. ("SI Selections Fund"). SI Selections Fund is an early stage venture capital fund owned by third-party investors. From time to time, SI Selections Fund may invest in offerings made available on the SeedInvest platform, including this offering. Investments made by SI Selections Fund may be counted towards the total funds raised necessary to reach the minimum funding target as disclosed in the applicable offering materials.

    Osiris Media's Form C

    The Form C is a document the company must file with the Securities and Exchange Commission, which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.

    Download Osiris Media's  Form C

    Frequently Asked Questions

    About Side by Side Offerings
    What is Side by Side?

    A Side by Side offering refers to a deal that is raising capital under two offering types. This Side by Side offering is raising under Regulation CF and Rule 506(c) of Regulation D.


    What is a Form C?

    The Form C is a document the company must file with the Securities and Exchange Commission (“SEC”) which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.

    Before making any investment decision, it is highly recommended that prospective investors review the Form C filed with the SEC (included in the company's profile) before making any investment decision.


    What is Rule 506(c) under Regulation D?

    Rule 506(c) under Regulation D is a type of offering with no limits on how much a company may raise. The company may generally solicit their offering, but the company must verify each investor’s status as an accredited investor prior to closing and accepting funds. To learn more about Rule 506(c) under Regulation D and other offering types check out our blog and academy.


    What is Reg CF?

    Title III of the JOBS Act outlines Reg CF, a type of offering allowing private companies to raise up to $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.


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


    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)

    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.


    How much can I invest?

    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, Osiris Media has set a minimum investment amount of US $1,000.

    Accredited investors investing $20,000 or over do not have investment limits.


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

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

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

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

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


    How can I sell my securities in the future?

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


    How do I keep track of this investment?

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


    Other General Questions
    What is this page about?

    This is Osiris Media'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 Osiris Media's Form C. The Form C includes important details about Osiris Media's fundraise that you should review before investing.


    How can I (or the company) cancel my investment under Regulation CF?

    For offerings made under Regulation CF, you may cancel your investment at any time up to 48 hours 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 account's portfolio page by clicking your profile icon in the top right corner.


    What if I change my mind about investing?

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