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

PieShell 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 PieShell 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. The contents below 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.

Crowdfunding Market

$34.4 billion

Projected Food & Beverage Annual Financing

$2.2 billion

  • 100% success rate of projects reaching their first stepping-stone. We believe their first stepping-stone means the entire ask on other platforms which only has a 25% success rate for food
  • Relationships established with food and beverage incubators and accelerators in the US and Canada. Terra Accelerator (Rabobank + RocketSpace), Chobani Food Incubator, FoodFutureCo, etc.
  • Our newest advisor Adam Simons is the Head of Emerging Brands at Clorox.
  • 38% of all contributors waived receiving the gift! That means more funding and a vote of confidence for the project.
  • 1% of our 6% fee goes to Emma's Torch, an organization that teaches culinary skills to refugees.
  • Amount raised:  
  • Close date:  
  • Indicated Interest:  
  • Raise Description:  Seed
  • Minimum Investment:  US $500 per investor
  • Security Type:  Crowd Note
  • Valuation Cap:  US $3,000,000
  • Offering Type:   Side by Side Offering

PieShell is more than just a crowdfunding platform: we’re a community of people who are passionate about food, innovation, and giving.


What is PieShell?

PieShell's goal is to embolden and empower food and beverage entrepreneurs and enthusiasts to bring new ideas to life. We are a crowdfunding platform – for anything food and beverage. Food products, beverages, breweries, coffee shops, food tech solutions, tech apps, food trucks, cookbooks, pop-ups, restaurants, documentaries — the sky’s the limit.

Food campaigns are failing 75% of the time on the current platforms*. Here is how we are fixing that:

  1. PieShell’s food-centric community delivers an undiluted pool of supporters to each project. They understand you and why you have chosen food and beverage as your path.
  2. PieShell’s stepping-stone model lets you set realistic and obtainable goals: your critical need, your want, and your dream. As soon as a stepping-stone’s goal is met, you are guaranteed to receive those funds when the project is over.
  3. All projects must follow PieShell’s pre-launch step-by-step blueprint. Based on the industry’s best practices, this incubation approach ensures each project has all the necessary elements (for example, video, social media, gifts, etc.) in place before the project launches.

*Based on Kickstarter statistics - https://www.kickstarter.com/help/stats


Join us on Thursday, October 26th at 2:00pm ET to see Greensbury Market talk about their product and answer your questions: https://attendee.gotowebinar.com/register/4441004816387859713


Pitch Deck

Product & Service

PieShell is a reward-based crowdfunding platform that is web-based, highly responsive, and mobile friendly. 


Today, PieShell provides its projects the following key elements:

  • Robust workflow process to ensure that projects follow crowdfunding best practices. If the project does not follow these steps, they will not be allowed to launch on the site.
                Project story and reason for being is highlighted, with a heavy social mission.

                o Pre-marketing activities completed

                o Ask is reasonable for the network size

                o Video is clear, concise, and honest

                o Gifts are of a perceived value equal to or greater than the contribution level

                o 25% pre-funding of first stepping-stone via a private URL to the site is required to launch publicly


  • Resources + Relationship established with a food + beverage focus.

                o Lenders, VC’s, angels

                o Incubators + accelerators such as:  Chobani Food Incubator, KITCHENTOWN, Food-X, and District                                            Ventures (Canada). 

                o E-commerce and traditional retailers

                o Lawyers, accountants, designers, packaging, etc.


  •  An undiluted pool of support from PieShell’s ever-growing network of foodies and industry leaders looking for new, innovative, and/or growing brands.
  • A platform that allows you to market yourself to your and PieShell’s audience; letting them pay for the privilege.
  • Focus on giving!! Food and beverage is NOT about the next new shiny item, it is about helping the food echo system. Supporting why they do what they do, believing in their social mission, and letting the crowd decide what they want in our marketplace.
  • Projects that reach all three stepping-stones and a minimum of $15K will have the opportunity to work with industry experts in many verticals - IP attorneys, packaging, operations, branding, PR, marketing, HR, etc. - at drastically reduced rates.


Today, PieShell provides its contributors/partners the following key elements:

  • Confidence that projects will reach their goal.
  • Accountability – by providing follow-ups on projects and where they are in their life cycle.
  • A user-friendly portal to showcase innovative new food and beverage companies.
  • Vetted companies that they can get behind.


Tomorrow, PieShell plans to provide its projects the following functionality:

  • An app to aid in facilitating contributions.
  • Equity crowdfunding to help them get from this concept/MVP stage to raising significant funds to grow and scale their businesses.
  • Expansion to European and Asian markets.
  • Partnerships with companies disrupting the distribution model, getting them directly on the shelves at retailers.


Tomorrow, PieShell plans to provide its contributors/partners the following key elements:

  • Sample packs of products from the upcoming projects to be able to look, feel, taste, and then contribute when they launch – the BirchBox of crowdfunding.
  • Super-backers will get quarterly gift packs from the most successful projects, access to VIP project events, early access to new projects they want to know about, etc.

Media Mentions

Team Story

For me, food is personal. It’s about connection. Growing up in Smiths Falls, Ontario, Canada, I spent summers helping my Mom with her pie business, and along with my Dad and brother, we made close to 10,000 pies in only five years of operation. Aptly named “The Pie Shell,” it was headquartered where all good startups begin – the family’s basement!

After working as a corporate accountant for five years, I had the opportunity to take on the tech world. I jumped at the chance, and for more than 18 years I was an independent contractor, becoming a highly sought-after Senior Program/Project Manager. I was fortunate enough to work with major corporations such as Hershey, General Mills, and Miller Beer while overseeing the implementation of SAP, the world’s largest enterprise resource planning (ERP) software.

But while this work was immensely satisfying, I yearned to do something more personal, and a couple of years ago I explored using crowdfunding to start my own food business based on my Mom’s famous salad dressing recipe. As I delved into the world of crowdfunding, it became apparent that the current platforms were woefully short on success, as fully 75% of the food and beverage projects fail to meet their goals. I quickly realized that the world needed a better crowdfunding solution for food and beverage businesses more than it needed another salad dressing!

I bring the same effective project management and forward-thinking outlook to PieShell, so that all “PieShellers,” both campaigners and supporters alike, can be sure that their experience on the site is engaging, seamless, and meaningful. I understand the mix of hard work, commitment, and passions that drives every entrepreneur, and I so enjoy helping them realize their dreams. It was my Mom that taught me what it takes to build a successful food operation, but even more than that, I learned how communities grow around the food that people share.

I couldn’t have done it alone; I have some of the best people who helped me turn this dream into a reality. I started with some amazing advisers to make sure that I had expertise in the areas that were not my specialty. One of the first ones to come onboard was Christine Couvelier. Christine and I met on a Twitter chat, and her experience as an executive chef for the largest private label in the world, President’s Choice, along with working at Unilever and Maple Leaf Foods, has been instrumental in PieShell’s success.

Second was Charming Robot, Dan Maccarone and Chris Pace (co-founders) and Erik Bowie (COO) have been behind our vision since day one. They provided the branding, UI/UX for the site, and answered any and all questions that I had. Besides the fact that Charming Robot are expert digital designers, Dan is a partner in several restaurants and bars. Dan knows first-hand the challenges of funding early-stage companies, and recognizes the gap that PieShell is filling.

Next was Robin Sosnow, an attorney who specializes in equity crowdfunding. Robin and I had the good fortune to meet at a legal event, and she immediately understood what we are doing and wanted to be a part of it. Her experience with equity crowdfunding (she helped us find SeedInvest!) will set us up for our equity platform in the future, and she also has experience with alcoholic beverage companies that allows her to answer some of those questions for our related projects.

Our newest advisor is Adam Simons. Adam is the Head of Emerging Brands at Clorox, and he will really help take us to the next level with the corporate partnerships we are forming. We are thrilled to have Adam onboard!

When we turn to our actual PieShell team, Caroline Halter has been with us the longest. Caroline is the voice of PieShell in her role as Content Writer. She puts out amazing information and engaging blogs, shares great content for our projects and partners, and drafts our e-blasts and newsletters to ensure that all our PieShellers are in the loop.

Cody Robbins, our CTO, is my unicorn. In early July 2016 when I decided to stand up our MVP site by October (only 3 months later!), our then development firm said they wouldn’t be able to do the MVP for any less than the quote for the full website. So I knew I needed to find PieShell’s very own CTO. I put a call out and Cody answered. He was already connected to Charming Robot and came highly recommended, and so we quickly snagged him and brought him onboard. It is one of the best decisions I have made to date!

Mike McCumiskey is our wonderful CFO. We don’t have a crazy amount for him to do this early on, but he keeps the books up-to-date and makes sure that we know where every penny is being spent.

I am nothing without my team, and we are all so excited to see PieShell grow, and eagerly look forward to PieShell helping even more people than it does today.

Founders and Officers

Cheryl Clements

Founder + CEO

Cheryl is the Founder and CEO of PieShell, a new reward-based crowdfunding site exclusively for food and beverage entrepreneurs. Cheryl took her 18 years of experience installing the ERP system SAP at Fortune 500 companies and her lifetime of helping her family with their own food startups, to create PieShell.

Cheryl Clements

Founder + CEO

Cheryl is the Founder and CEO of PieShell, a new reward-based crowdfunding site exclusively for food and beverage entrepreneurs. Cheryl took her 18 years of experience installing the ERP system SAP at Fortune 500 companies and her lifetime of helping her family with their own food startups, to create PieShell.

Key Team Members

Cody Robbins

CTO (contractor)- worked with multiple early-stage, venture-backed startups

Caroline Halter

Content (Contractor) - manages our blog, social media, newsletters and e-blasts.

Mike Mccumiskey

CFO (Contractor)

Notable Advisors & Investors

Christine Couvelier

Advisor, Culinary trendologist with 30+ years as chef, Unilever, President's Choice, etc.

Adam Simons

Advisor, Head of Emerging Brands @ Clorox - a Bay Area investor, adviser, biz operator.

Charming Robot

Advisor, Design UI/UX - Foursquare, Rent The Runway, Jettsetter, Savored, Hulu.

Robin Sosnow

Advisor, NYC-based securities lawyer + pioneer in the crowdfunding arena, Founder NABLLG.

Q&A with the Founder

  • Please detail your pipeline of companies.
    We currently have a wide range of companies with products like cold brew, kelp jerky, sourdough bread, and snacks in general. We also have a food truck, a few beverage companies, and a coffee shop. We currently have 42 companies in the pipeline.
  • Please detail your acquisition strategy for backers and companies.
    Our acquisition strategy for companies is to connect through events, accelerators, commercial kitchens, universities, food organizations, lawyers, and accountants. Most of our acquisitions come from inbound referrals and events. We also conduct remote roundtables and push content through our partners. There’s roughly about four to five months of lead time for companies before they launch a campaign. To acquire backers, we work with influencers and bloggers in the food space, and typically get sign-ups from events. The projects themselves also bring backers for that specific project and future projects on the platform.
  • How many backers are currently registered on PieShell?
    We currently have 1,215 backers, and our email list includes an additional 12K+ individuals we can reach.
  • Please detail your strategic partnerships.
    We do not have any strategic partnerships. However, we have some established relationships, where we work together to provide information and support for each others audience. We do not have contracts or agreements in place with them. Some of our most notable relationships include Terra Accelerator and Chobani Food Incubator, and we also have other incubators, distributors, and commercial kitchens.
  • Please detail your company vetting process.
    We don’t vet companies, per se. Instead, we have a preliminary conversation via webinar to make sure they are onboard and willing to do the groundwork, they then enter our detailed workflow process, and if they do all of the required steps, we will the launch them on the site. Some critical benchmarks are: support an active project themselves, proper pre-marketing, reasonable asks for stepping-stones and gifts, and they must raise 25% of the first stepping-stone via a private URL to their project, or we will not activate them publicly on the site.
  • 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.

    Side by Side 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.


    Terms & DescriptionRegulation D - Rule 506(c)Regulation CF
    Investor TypesAccredited OnlyAccredited and Non-accredited
    Round descriptionSeedSeed
    Round sizeUS $1,070,000US $1,070,000
    Offering capN/AUS $1,070,000
    Amount raisedUS $50,000US $13,700
    Minimum investment$20,000US $500
    Target minimumUS $200,000US $200,000
    Security typeCrowd NoteCrowd Note
    Conversion discount15.0%15.0%
    Valuation capUS $3,000,000US $3,000,000
    Interest rate5.0%5.0%
    Closing ConditionsThe Company is making concurrent offerings under both Regulation CF and Regulation D (the "Combined Offerings"). Unless the Company raises at least the Target Amount of $25,000 under the Regulation CF offering and a total of $200,000 under the Combined Offerings (the “Closing Amount”) by November 17th, 2017 no securities will be sold in this offering, investment commitments will be cancelled, and committed funds will be returned.The Company is making concurrent offerings under both Regulation CF and Regulation D (the "Combined Offerings"). Unless the Company raises at least the Target Amount of $25,000 under the Regulation CF offering and a total of $200,000 under the Combined Offerings (the “Closing Amount”) by November 17th, 2017 no securities will be sold in this offering, investment commitments will be cancelled, and committed funds will be returned.
    Investment Management AgreementAll non-Major Purchasers will be subject to an Investment Management Agreement (“IMA”). The IMA 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 IMA included with PieShell’s offering materials for additional details.All non-Major Purchasers will be subject to an Investment Management Agreement (“IMA”). The IMA 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 IMA included with PieShell’s offering materials for additional details.

    Investor Perks

    Stepping-Stone #1 - $1K contribution

    • a gift of “The Best of PieShell Projects” in a beautiful tote bag made in the USA from 100% recycled material

    Stepping-Stone #2 - $5K contribution

    • a gift of “The Best of PieShell Projects” sent quarterly for 1 year, and one beautiful PieShell tote bag made in the USA from 100% recycled material

    Stepping-Stone #3 - $10K contribution

    • a gift of “The Best of PieShell Campaigns” sent quarterly for two years, or two gifts of “The Best PieShell Campaigns” sent quarterly for one year (one for you and the other could be a gift!)
    • two beautiful PieShell tote bags made in the USA from 100% recycled material

    Stepping-Stone #4 - $25K contribution

    • a gift of “The Best PieShell Campaigns” sent quarterly for two years, or two gifts of “The Best PieShell Campaigns” sent quarterly for one year each (one for you and the other could be a gift!)
    • two beautiful PieShell tote bags made in the USA from 100% recycled material
    • a pass for you and a guest to attend Expo West in Anaheim, California on March 8-10, 2018 

    Stepping-Stone #5 - $50K contribution

    • Taste of San Francisco - Behind the Kitchen Door Tour: a customized tour of culinary hot spots and great tastes in San Francisco!
    • one 4-day and 3-night trip for one person to SF (4 winners will be drawn, guests are welcome to join at their own expense)

    1.  trip to include: airfare, airport transfers, and transportation in the destination city, hotel for 3 nights + taxes, 1 breakfast, 2 lunches, 3 dinners + 1 tasting. Tours and tastes at culinary highlights in each city and demo by a world-renowned celebrity chef
    2. led by Cheryl Clements, Founder + CEO of PieShell and Christine Couvelier President + Global Culinary Trendologist at Culinary Concierge
    3. a gift of “The Best PieShell Campaigns” sent quarterly for two years, or two gifts of “The Best PieShell Campaigns” sent quarterly for one year each (one for you and the other could be a gift!)
    4. two beautiful PieShell tote bags made in the USA from 100% recycled material

     Stepping-stone #6 - $100K contribution

    • Taste of London - Behind the Kitchen Door Tour: a customized tour of culinary hot spots and great tastes in London, England!

    1. one 5-day and 4-night trip for one person and a guest, to London, England 
    2. trip to include: airfare, airport transfers and transportation in the destination city, hotel for 3 nights + taxes, 1 breakfast, 2 lunches, 3 dinners + 1 tasting. Tours and tastes at culinary highlights in each city and demo by a world-renowned celebrity chef
    3. led by Cheryl Clements, Founder + CEO of PieShell and Christine Couvelier President + Global Culinary Trendologist at Culinary Concierge

    • a gift of “The Best PieShell Campaigns” sent quarterly for two years, or two gifts of “The Best PieShell Campaigns” sent quarterly for one year each (one for you and the other could be a gift!)
    • two beautiful PieShell tote bags made in the USA from 100% recycled material

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

    Financial Discussion

    Operations

    The Company incurred net operating expenses of $112,113 and $45,630 for the years ended December 31, 2016 and 2015, respectively. In 2015, the Company generated no revenue to offset the operating expenses, resulting in a net loss of $45,630. In 2016, the Company generated $3,872 in revenue, resulting in a net loss of $108,241.

    General & Administrative

    The Company expenses the cost of general and administrative as incurred and aggregated $48,689 and $8,976 for the years ended December 31, 2016 and 2015, respectively.

    Advertising

    The Company expenses the cost of advertising and promotions as incurred and aggregated $12,699 and $36,654 for the years ended December 31, 2016 and 2015, respectively.

    Research & Development

    The Company expenses the cost of advertising and promotions as incurred and aggregated $50,725 and $0 for the years ended December 31, 2016 and 2015, respectively.

    Income Taxes

    The Company is taxed as a Limited Liability Company (LLC). Under these provisions, the Company does not pay federal corporate income taxes on its income. Instead, the shareholders are liable individually for federal and state income taxes on their respective share of the Company’s income. The Company will pay state income taxes at reduced rates. The Company is subject to tax examination by the Internal Revenue Service or state regulatory agencies for every year since Inception.

    Substantially all of our revenue is generated from our campaign contributors on our crowdfunding platform, available at the website http://www.pieshell.com. For the year ended December 31, 2016, we recorded revenue of $3,872, and net loss of $108,241. 

    Liquidity and Capital Resources

    The proceeds from this 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 currently have $10,478 in cash on hand which will be augmented by the Offering proceeds and used to execute our business strategy. Our monthly burn rate is approximately $4,000. The Offering Proceeds will allow us to optimize our operations and metrics, become profitable and sustain growth.

    Should we not be successful in meeting our fundraising goals in this Offering, we would likely require additional capital investment or debt financing to fund the above-referenced needs, and there can be no certainty that we would then be able to obtain funding on favorable terms or at all. If additional capital is needed and either unavailable or cost prohibitive, our operations and growth may be limited as we may need to change our business strategy to slow the rate of, or eliminate, our expansion or reduce or curtail our operations.

    Capital Expenditures and Other Obligations

    The Company does not intend to make any material capital expenditures in the future.

    Material Changes and Other Information

    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 to the Form C as Exhibit A, and saved in the Data Room.

    Related Party Transactions: 

    The company has conducted the following transaction with related persons: 

    The company reimburses its founding member for allocated office space on a month-to-month basis. During 2016, total rent reimbursements were $12,663.

    Market Landscape

    Worldwide Crowdfunding Volume 2009 - 2020 (est)


    Crowdfunding is currently a $34.4 billion annual industry, and it has in fact surpassed venture capital investments, which are holding steady at $30 billion annually.

    Forbes is projecting that equity crowdfunding may very well surpass standard venture capital models in volume by 2020.

    Equity crowdfunding is also tracking to surpass angel capital, currently at $20 billion annually, by 2019. These numbers are backed up by the World Bank, which sees the total crowdfunding market continuing to double annually and hit $90 billion in volume by 2020.

    Food and beverage is currently a $1.9 trillion market, with $2.2 billion (projected 2017) invested specifically in food and beverage startups, and foodtech companies receive over $1.1 billion from VC’s.

    The current crowdfunding sites have a dismal 75% failure rate for food and beverage projects. There is a huge opportunity here to move forward with a niche food and beverage crowdfunding site to serve the needs of this large customer base.

    We have no direct competitors, as there are no other sites in the US that support only food + beverage projects exclusively.

    Our indirect competitors are:

    • Kickstarter – current site has a 75% failure rate for food projects
    • Indiegogo
    • Barnraiser – they deal only with sustainable food and farms, and so are a subset of our niche platform

    We are also frequently compared – incorrectly, I would point out – to CircleUp, which is thought of as a crowdfunding platform for food. However, CircleUp is focused solely on consumer products companies, of which food is a subset, but they also support personal care, pet products, sporting goods, apparel, household products, retail, and restaurant industries. CircleUp is not a true crowdfunding platform, as they are only open to accredited investors and not a true crowd of potential purchasers of the product or service.

    Risks and Disclosures

    PieShell faces competition from other companies in the crowdfunding space. Existing companies that engage in the CPG and food crowdfunding business or are within the crowdfunding space could introduce new or enhance existing products. If PieShell is able to establish a market around its product, it may find that larger, better-funded companies may enter the market, which could negatively impact PieShell’s growth.

    PieShell is targeting a new and unproven segment within the crowdfunding market. Historically, food and beverage rewards based crowdfunding campaigns have met limited success on rewards based crowdfunding platforms. PieShell may find that the demand for backing food and beverage campaigns is smaller than anticipated which could negatively impact the Company’s growth.

    PieShell has only launched a small number of successful campaigns which have generated limited revenue.The Company will need to significantly scale the number of campaigns it supports, to generate meaningful revenue. PieShell has yet to demonstrate that it is able to generate enough leads and support a number of campaigns in order to achieve this scale.

    The Company is predicting an 80% success rate and an average raise of $15K for non-restaurant campaigns and $75K for restaurant campaigns. PieShell claims that an 80% success rate is an accepted industry average for “vetted” rewards based campaigns. There is mixed data to back this claim. The average raise amounts are also aggressive, given that on Kickstarter, a comparable rewards based crowdfunding platform, 68.7% of successful campaigns have raised less than $10K.

    We have a limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new Company encounters.We were organized under the laws of Delaware on July 28, 2015, under our former name FundaFeast LLC, and we have been operational since October 4, 2016. Accordingly, we have limited history upon which an evaluation of our prospects and future performance can be made. Our proposed operations are subject to all business risks associated with new enterprises. The likelihood of our creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the inception of a business, operation in a competitive industry, and the continued development of advertising, promotions, and a corresponding client base. We anticipate that our operating expenses will increase for the near future. There can be no assurances that we 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. 

    The crowdfunding industry is becoming increasingly competitive and the Company does and will continue to compete with larger, better-financed entities, which could impact the Company’s ability to operate profitably. These competitors are capable of supporting greater project flow, marketing activity, and customer support than the Company, because they are better financed and staffed, and have longer track records and resources at their disposal. These companies also have the resources to easily adopt our ideas and implementations and compete to acquire our customer base. Moreover, some of these competitors may not face the same competition that the Company will because their target audiences are more broadly defined.

    The food and beverage vertical within the reward-based crowdfunding segment of the crowdfunding industry is highly competitive. We compete with major international crowdfunding platforms that, like our Company, operate in multiple geographic areas. In the United States, where we currently operate, Kickstarter and Indiegogo are our largest competitors. Our ability to gain or maintain a meaningful share of food and beverage crowdfunding campaigns in the overall reward-based crowdfunding market may be limited as a result of actions by our competitors.

    The Company’s success depends on the experience and skill of its single manager, sole executive officer, and key employees. In particular, the Company is dependent on Cheryl Clements who is its sole manager and CEO of the Company. The Company has entered into an at-will executive employment agreement with Ms. Clements, although there can be no assurance that she will continue to be employed by the Company. The loss of Ms. Clements would harm the Company’s business, financial condition, cash flow and results of operations.

    Although dependent on certain key personnel, including its sole Director and Officer, the Company does not have any key man life insurance policies on any such people. The Company is dependent on Cheryl Clements in order to conduct its operations and execute its business plan, however, the Company has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, if Cheryl Clements were to die or become disabled, the Company will not receive any compensation to assist with such person’s absence. The loss of such person would negatively affect the Company and its operations.

    In order for the Company to compete and grow, it must attract, recruit, retain and develop the necessary personnel who have the needed experience. Recruiting and retaining highly qualified personnel is critical to our success. These demands may require us to hire additional personnel and will require our existing management personnel to develop additional expertise. We face intense competition for personnel. The failure to attract and retain personnel or to develop such expertise could delay or halt the development and commercialization of our product candidates. If we experience difficulties in hiring and retaining personnel in key positions, we could suffer from delays in product development, loss of customers and sales and diversion of management resources, which could adversely affect operating results. Our consultants and advisors may be employed by third parties and may have commitments under consulting or advisory contracts with third parties that may limit their availability to us.

    Maintaining, extending and expanding our reputation and brand image are essential to our business success. We seek to maintain, extend, and expand our brand image through marketing investments, including advertising and consumer promotions, and product innovation. Increasing attention on marketing could adversely affect our brand image. It could also lead to stricter regulations and greater scrutiny of marketing practices. Existing or increased legal or regulatory restrictions on our advertising, consumer promotions, and marketing, or our response to those restrictions, could limit our efforts to maintain, extend and expand our brands. Moreover, adverse publicity about regulatory or legal action against us could damage our reputation and brand image, undermine our customers’ confidence and reduce long-term demand for our products, even if the regulatory or legal action is unfounded or not material to our operations. In addition, our success in maintaining, extending, and expanding our brand image depends on our ability to adapt to a rapidly changing media environment. We increasingly rely on social media and online dissemination of advertising campaigns. The growing use of social and digital media increases the speed and extent that information or misinformation and opinions can be shared. Negative posts or comments about us, our brands or our products on social or digital media, whether or not valid, could seriously damage our brands and reputation. If we do not establish, maintain, extend and expand our brand image, then our product sales, financial condition, and results of operations could be adversely affected.

    A majority of the Company is owned by a single owner. Prior to the Offering, the Company’s current majority owners beneficially owns approximately 95% of the Company. Subject to any fiduciary duties owed to our other owners or investors under Delaware law, this majority owner 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. This person may have interests that are different from yours. For example, this owner 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.

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

    In general, demand for the products listing on our crowdfunding platform and our crowdfunding services is highly correlated with general economic conditions. A substantial portion of our revenue is derived from discretionary spending by individuals, which typically falls during times of economic instability. Declines in economic conditions in the U.S. may adversely impact our consolidated financial results. Because such declines in demand are difficult to predict, we or the industry may have increased excess capacity as a result. An increase in excess capacity may result in declines in prices for those products and our services.

    The Company intends to use a portion of the proceeds from the Offering for unspecified working capital. This means that the Company has ultimate discretion to use this portion of the proceeds as it sees fit and has chosen not to set forth any specific uses for you to evaluate with respect to general working capital. The net proceeds from this Offering will be used for the purposes described herein, which our management deems to be in our best interests to address changed circumstances or opportunities. As a result of the foregoing, our success of will be substantially dependent upon our discretion and judgment with respect to application and allocation of the net proceeds of this Offering. Further, the Company may choose to amend the use the proceeds, depending on future events, in a manner that you do not agree with and you will have no recourse. A use of proceeds that does not further the Company’s business and goals could harm the Company and its operations and ultimately cause a Purchaser to lose all or a portion of his or her investment.

    We are not subject to Sarbanes-Oxley regulations and lack the financial controls and safeguards required of public companies. We do not have the internal infrastructure necessary, and are not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. There can be no assurance that there are no significant deficiencies or material weaknesses in the quality of our financial controls. We expect to incur additional expenses and diversion of management’s time if and when it becomes necessary to perform the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.

    Changes in employment laws or regulation could harm our performance. Various federal and state labor laws govern our relationship with our employees and contractors and affect operating costs. These laws include minimum wage requirements, overtime pay, healthcare reform and the implementation of the Patient Protection and Affordable Care Act, unemployment tax rates, workers’ compensation rates, citizenship requirements, union membership and sales taxes. A number of factors could adversely affect our operating results, including additional government-imposed increases in minimum wages, overtime pay, paid leaves of absence and mandated health benefits, mandated training for employees, increased tax reporting and tax payment, changing  regulations from the National Labor Relations Board and increased employee litigation including claims relating to the Fair Labor Standards Act.

    Changes in government regulation could adversely impact our business. The internet industry is subject to extensive legislation and regulation at the federal and local levels and, in some instances, at the state level. Additionally, the businesses fundraising on our platform are also subject to regulation, and additional regulation is under consideration. Many aspects of such regulation are currently the subject of judicial and administrative proceedings, legislative and administrative proposals, and lobbying efforts by us and our competitors. Legislation under consideration could entirely rewrite our principal regulatory statute, and the FCC and/or Congress may attempt to change the classification of or change the way that our products are regulated and/or change the framework under which broadcast signals are carried, remove the copyright compulsory license and changing rights and obligations of our competitors. We expect that court actions and regulatory proceedings will continue to refine our rights and obligations under applicable federal, state and local laws, which cannot be predicted. Modifications to existing requirements or imposition of new requirements or limitations could have an adverse impact on our business.

    We maintain and rely extensively on information technology systems and network infrastructures for the effective operation of our business. We also hold large amounts of data in various data center facilities upon which our business depends. A disruption, infiltration or failure of our information technology systems or any of our data centers as a result of software or hardware malfunctions, computer viruses, cyber attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security and loss of critical data, which in turn could materially adversely affect our business. Our security procedures, such as virus protection software and our business continuity planning, such as our disaster recovery policies and back-up systems, may not be adequate or implemented properly to fully address the adverse effect of such events, which could adversely impact our operations.

    Our business could be adversely affected to the extent we do not make the appropriate level of investment in our technology systems as our technology systems become out-of-date or obsolete and are not able to deliver the type of data integrity and reporting we need to run our business. Furthermore, when we implement new systems and or upgrade existing systems, we could be faced with temporary or prolonged disruptions that could adversely affect our business.

    Our financial statements include a “going concern” note.The Company has not yet generated profits, has sustained net losses of $108,241 and $45,630 during the years ended December 31, 2016 and 2015, respectively. The Company’s ability to continue as a going concern in the next twelve months following the date the financial statements were available to be issued is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results. Management has evaluated these conditions and plans to generate revenues and raise capital as needed to satisfy its capital needs. No assurance can be given that the Company will be successful in these efforts. These factors, among others, raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time.

    Risks Related to the Securities

    We are selling convertible notes that will convert into shares or result in payment in limited circumstances. These notes do not have a maturity date and only convert or result in payment in limited circumstances. 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 Securities Act or a financing using preferred shares), the notes will convert into a yet to-be determined class of preferred stock. The notes will convert at a discount of 15%, or based on a valuation cap meaning investors would be rewarded for taking on early risk compared to later investors. But you won’t know how much your investment is worth until that happens. The outside investors at the time of conversion, if any, might value the Company at an amount well below the $3 million valuation cap, so you should not view the $3 million as being an indication of the Company’s value. If you choose to invest, you should be prepared that your notes will never convert and will have no value.

    We have not assessed the tax implications of using the Crowd Note. The Crowd Note is a type of debt security that does not include a set maturity date. 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 a preferred class of membership interest, 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 under the terms of the notes offered, and therefore, you have more limited information rights and you will not have the right to automatically participate in future offerings. Therefore, you will not have the same anti-dilution protections as Major Investors.

    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, vote to terminate the agreement.

    The Crowd Note will not be freely tradable until one year from the initial purchase date.Although the Crowd Note 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 the Crowd Notes. Because the Crowd Notes have not been registered under the Securities Act or under the securities laws of any state or non-United States jurisdiction, the Crowd Notes have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the Securities Act or other securities laws will be affectedeffected. Limitations on the transfer of the Crowd Notes may also adversely affect the price that you might be able to obtain for the 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.

    Neither the Offering nor the Securities have been registered under federal or state securities laws, leading to an absence of certain regulation applicable to the Company. No governmental agency has reviewed or passed upon this Offering, the Company or any Securities of the Company. The Company also has relied on exemptions from securities registration requirements under applicable state securities laws. Investors in the Company, therefore, will not receive any of the benefits that such registration would otherwise provide. Prospective investors must therefore assess the adequacy of disclosure and the fairness of the terms of this Offering on their own or in conjunction with their personal advisors.

    Purchasers who are not Major Investors will not be entitled to any inspection rights or information other than those required by Regulation Crowdfunding. Unless you are a Major Investor, you will not have the right to inspect the books and records of the Company or receive financial or other information beyond what is required by Regulation Crowdfunding as convertible note holders are not considered shareholders. Other equity holders may have such rights. Regulation Crowdfunding requires only the provision of an annual report on Form C-AR and no additional information. This lack of information could put convertible note holders at a disadvantage compared to other security holders. 

    Any valuation at this stage is difficult to assess. 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.

    No Guarantee of Return on Investment. There is no assurance that a Purchaser will realize a return on its investment or that it will not lose its entire investment. For this reason, each Purchaser should read the Form C and all Exhibits carefully and should consult with its own attorney and business advisor prior to making any investment decision.

    Your ownership of the Conversion Shares will be subject to dilution. Owners of the Convertible Notes and, upon conversion, the conversion shares, do not have preemptive rights. If the Company conducts subsequent Offerings of preferred stock or Securities convertible into preferred stock, issues shares pursuant to a compensation or distribution reinvestment plan or otherwise issues additional shares, investors who purchase shares in this Offering who do not participate in those other stock issuances will experience dilution in their percentage ownership of the Company’s outstanding shares. Furthermore, shareholders may experience a dilution in the value of their shares depending on the terms and pricing of any future share issuances (including the shares being sold in this Offering) and the value of the Company’s assets at the time of issuance.

    There can be no assurance that we will ever provide liquidity to Purchasers through either a sale of the Company or a registration of the Securities. There can be no assurance that any form of merger, combination, or sale of the Company will take place, or that any merger, combination, or sale would provide liquidity for Purchasers. Furthermore, we may be unable to register the Securities for resale by Purchasers for legal, commercial, regulatory, market-related or other reasons. In the event that we are unable to effect a registration, Purchasers could be unable to sell their Securities unless an exemption from registration is available.

    The Company does not anticipate paying any cash dividends for the foreseeable future. The Company currently intends to retain future earnings, if any, for the foreseeable future, to repay indebtedness and to support its business. The Company does not intend in the foreseeable future to pay any dividends to holders of its shares of preferred stock.

    There may be additional risks of which we are not aware or that we cannot foresee. In addition to the risks listed above, businesses are often subject to risks not foreseen or fully appreciated by the management. It is not possible to foresee all risks that may affect us. Moreover, the Company cannot predict whether the Company will successfully effectuate the Company’s current business plan. Each prospective Purchaser is encouraged to carefully analyze the risks and merits of an investment in the Securities and should take into consideration when making such analysis, among other, the Risk Factors discussed above.

    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.

    PieShell'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 PieShell'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 shares, 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 PieShell
    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 PieShell. Once PieShell accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to PieShell in exchange for your shares. At that point, you will be a proud owner in PieShell.


    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 government-issued identification
    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.


    What is a Crowd Note?

    The Crowd Note is a security which allows crowd investors to largely realize the same economic benefit traditional investors have historically received when investing in startups. For a convertible note round, investors under $20,000 will have their investment convert into preferred equity at liquidity event, locking in a share price at a discount to the next priced round, and will have an interest rate on their investment. Investors investing $20,000 and over will convert into preferred equity at the subsequent priced round at a discount to that priced round and will have an interest rate on their investment. For a priced round, investors under $20,000 will have their investment convert into preferred equity at a liquidity event, locking in the share price of the current round.


    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, PieShell has set a minimum investment amount of US $500.

    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 shares 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 shares in the future?

    Currently there is no market or liquidity for these shares. Right now PieShell does not plan to list these shares on a national exchange or another secondary market. At some point PieShell 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 PieShell either lists their shares 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 PieShell'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 PieShell's Form C. The Form C includes important details about PieShell'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 shares 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


    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 shares 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.