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Polycade

Connected gaming platform combining  arcade machines, tournaments, digital goods, and gaming software

  • $1,434,800Amount raised
  • $1,000Minimum
  • $12,500,000Valuation cap

Purchased securities are not listed on any exchange. A secondary market for these securities does not currently exist and may never develop. You should not purchase these securities with the expectation that one eventually will.

Polycade is offering securities under both Regulation CF and Regulation D 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 2.50% of the number of securities sold. Investments made under both Regulation CF and Regulation D involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest. Furthermore, this 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

  • Achieved over $2,000,000 inbound sales since inception in 2015 (unaudited)
  • 2021 YTD sales (January to August 2021) are more than double the same period for 2019 & 2020 (unaudited)
  • Featured in The Wall Street Journal, Architectural Digest, The Price Is Right, Let's Make A Deal, Silicon Valley (HBO), Uncrate, and more
  • Strong digital following with over 40,000 social media followers and 22,000 email subscribers
  • Key investors include: Kevin Lin (Twitch), Toy Ventures, Wavemaker Labs, Blacktop Ventures, and Founders' Fund

Fundraise Highlights

  • Total Amount Raised: US $1,434,800
  • Total Round Size: US $2,500,000
  • Raise Description:  Seed
  • Minimum Investment:  US $1,000 per investor
  • Security Type:  SAFE Note  (SWIFT)
  • Offering Type:   Side by Side Offering

Tiered Valuation Cap

  • Valuation Cap:  US $11,250,000 before Oct 30, 2021
  • Valuation Cap Schedule: See Full Schedule

Polycade aims to puts the high-fives back into gaming with a connected arcade platform designed to combine the best of retro and modern midcore gaming and to bring back the social style of gaming that was the norm in the 80’s and 90’s.


In the past two decades, time spent out-of-home has steadily increased, while location-based entertainment that can be enjoyed with friends has also grown (think TopGolf, escape rooms, themed experiences like the Museum of Ice Cream, and more). In addition, the large video game industry continues to grow. Yet, these two worlds hardly collide. We believe that no gaming platform or gaming console has been designed for social environments, to bring families together for a shared experience, and that makes sense for the workplace, the bar, or similar community centers... Until now.

Polycade reimagines the beloved arcade experience with a digital platform that always updates with new games and new features. Our games are carefully curated to appeal to the broad midcore gaming audience. In case you haven't heard of "midcore", these games are designed to be easy to learn, hard to master, respect the players' time, and not punish players too harshly. These games typically appeal to both casual and hardcore gamers, and perhaps most importantly, are accessible to players who "don't have time to play games anymore".

With over $2M generated from inbound sales, we think Polycade has proven that homes and a wide variety of venues like community centers, offices, bars, restaurants, etc. want to include a social gaming experience. Over the years we've tested and learned what different venues need, and we've distilled this knowledge into a single platform that can be tweaked to meet the needs of each of these verticals. We are ready to bring the joy of high-five driven gaming back to communities everywhere!

With this round of funding, Polycade plans to build our first sales team and grow outbound sales while implementing the next phase of our business model, designed to monetize individual players via premium tournaments, game sales, and NFT-based digital goods.

Pitch Deck

Media Mentions

The Team

Founders and Officers

Tyler Bushnell

Co-Founder & CEO

Tyler was raised in the amusement & gaming industries, attending tradeshows as soon as he could walk with his father, Nolan Bushnell (founder of Atari & Chuck E Cheese). Right out of college, Tyler worked at the arcade startup uWink by coding games, servicing arcade machines in the field, and assisting in manufacturing. 

He later went on to build behavioral online advertising systems and the analytics platforms that drove them while working at Interlincx Media.

During his time at Interlincx, Tyler and his brother Brent attempted to launch a brick & mortar experiential startup, too similar to what would become Escape Rooms. Despite a compelling prototype, this venture was not able to secure funding and never got off the ground.

Recognizing the opportunity to update the antiquated amusement industry with modern tech and analytics, Tyler launched Polycade in late 2015 via a Kickstarter campaign that raised $125k.

Tyler Bushnell

Co-Founder & CEO

Tyler was raised in the amusement & gaming industries, attending tradeshows as soon as he could walk with his father, Nolan Bushnell (founder of Atari & Chuck E Cheese). Right out of college, Tyler worked at the arcade startup uWink by coding games, servicing arcade machines in the field, and assisting in manufacturing. 

He later went on to build behavioral online advertising systems and the analytics platforms that drove them while working at Interlincx Media.

During his time at Interlincx, Tyler and his brother Brent attempted to launch a brick & mortar experiential startup, too similar to what would become Escape Rooms. Despite a compelling prototype, this venture was not able to secure funding and never got off the ground.

Recognizing the opportunity to update the antiquated amusement industry with modern tech and analytics, Tyler launched Polycade in late 2015 via a Kickstarter campaign that raised $125k.

Jake Galler

Co-Founder & COO

Jake has been an entrepreneur since the age of 15. He started a music production and disc jockey company that he sold before moving on to The George Washington University for college.

Out of university, Jake focused on developing his skills as a creative and business development executive in the TV and Film industry. During his time as a development executive at Craig Anderson Productions, he helped develop and produce over 30 feature films and TV projects, selling projects to Universal, ABC, NBC, Fox, and Sony Pictures. 

Jake then joined Pluto.tv in its early days, focusing on licensing and content acquisition while working closely with CEO Tom Ryan.

Jake Galler

Co-Founder & COO

Jake has been an entrepreneur since the age of 15. He started a music production and disc jockey company that he sold before moving on to The George Washington University for college.

Out of university, Jake focused on developing his skills as a creative and business development executive in the TV and Film industry. During his time as a development executive at Craig Anderson Productions, he helped develop and produce over 30 feature films and TV projects, selling projects to Universal, ABC, NBC, Fox, and Sony Pictures. 

Jake then joined Pluto.tv in its early days, focusing on licensing and content acquisition while working closely with CEO Tom Ryan.

Key Team Members

Adam Block

Creative Director

Christopher Burns

CTO

Notable Advisors & Investors

Founders Fund

Investor, Lead

Wavemaker Partners
Toy Ventures
Blacktop Ventures
Kevin Lin
Lil Jon
Jaan Tallinn
2 Chainz

Term Sheet

A Side by Side offering refers to a deal that is raising capital under two offering types. Investments made through the SeedInvest platform are offered via Regulation CF and subject to investment limitations further described in the Form C and/or subscription documents. Investments made outside of the SeedInvest platform are offered via Regulation D and requires one to be a verified accredited investor in order to be eligible to invest.

Fundraising Description

  • Round type:
    Seed

  • Round size:
    US $2,500,000

  • Raised to date:
    US $1,434,800
    US $50,500 (under Reg CF only)

  • Minimum investment:
    US $1,000

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

  • Security Type:
    Tiered SAFE Note  (SWIFT)

  • Conversion discount:
    20.0%

  • Valuation Cap:
    US $10,000,000 no later than Oct 22, 2021
    US $11,250,000 no later than Oct 29, 2021
  • Additional Terms

  • Custody of shares:

    Investors who invest less than $50,000 will have their securities held in trust with a Custodian that will serve as a single shareholder of record. These investors will be subject to the Custodian’s Account Agreement, including the electronic delivery of all required information. 


  • You are investing in a SAFE:

    You are investing in a SAFE, not a convertible note. A SAFE is a convertible security that is not debt, while a convertible note is debt. A convertible note includes an interest rate and maturity date, at which time a noteholder would be able to demand repayment. A SAFE does not have these features. In addition, your investment in a SAFE will be subordinate to true unsecured debt. Both SAFEs and convertible notes convert into equity in a future priced equity round, but there is a chance they will never convert to equity. For SAFE’s in particular, again, there is no interest and no maturity, and repayment is not required.


  • Total Amount Raised:

    The Total Amount Raised may include investments made outside of the SeedInvest platform via Regulation D, some of which may not be counting towards escrow. Approximately $1,021,800 has been raised prior to the launch of the SeedInvest campaign via Regulation D, of which, approximately $275,000 is not being counted towards the escrow minimum.


  • Closing conditions:
    While Polycade has set an overall target minimum of US $500,000 for the round, Polycade 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 made via Regulation CF. For further information please refer to Polycade's Form C.

  • Regulation CF cap:
    While Polycade is offering up to US $2,500,000 worth of securities in its Seed, only up to US $1,070,000 of that amount may be raised through Regulation CF.

  • 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

    Time-based Bonus Perk: All investments $5,000 and above, made by  November 19, 2021, will receive an additional $500 discount on Polycade Lux or Polycade Squad arcade machine.


    Tier 1 - Investments between $2,000 and $4,999:  Receive a $1,000 discount off a Polycade Lux or Polycade Squad arcade machine.

    Tier 2 - Investments between $5,000 and $9,999:  Receive access to all of the games Polycade has to offer along with the Tier 1 perks.

    Tier 3 - Investments between $10,000 and $24,999:  Receive customized vinyl graphics for your Polycade, with a custom pixel art screensaver, along with the Tier 1 and Tier 2 perks.

    Tier 4 - Investments between $25,000 and $49,999:  Receive an invite to the Polycade Private Party at Two Bit Circus in Los Angeles, along with the Tier 1, Tier 2, and Tier 3 perks.

    Tier 5 - Investments between $50,000 and $99,999:  Receive an invite to have dinner with the Polycade Executive Team, along with the Tier 1, Tier 2, Tier 3,  and Tier 4 perks.

    Golden Tier - Investments $100,00 and above:  Receive our famous "Golden Polycade" arcade machine, along with the Tier 1, Tier 2, Tier 3, Tier 4, and Tier 5 perks.


    Please see Term Sheet section for more detail on the time-based discounts to the Valuation Cap of the SAFE.

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

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

    Prior Rounds

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


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

    Pre-Seed

  • Round Size
    US $2,060,000
  • Closed Date
    May 28, 2019
  • Security Type
    SAFE Note
  • Valuation Cap
    US $8,000,000
  • Accelerator

  • Round Size
    US $100,000
  • Closed Date
    Jun 1, 2018
  • Security Type
    Convertible Note
  • Valuation Cap
    US $3,000,000
  • Accelerator

  • Round Size
    US $20,000
  • Closed Date
    May 1, 2018
  • Security Type
    Common Equity
  • Pre-Money valuation
    US $350,000
  • Market Landscape

    Global Games Market Forecast
    (Newzoo)


    The gaming market is estimated at $176B in 2021, and still expected to grow (Newzoo). Several platforms have amassed market share across PC, console, and mobile gaming markets like Steam, EPIC, Xbox, Playstation, and Nintendo.

    Casual gaming is one of the most notable market trends of the last 20 years. It is believed that 45% of the U.S. population are either casual gamers (2-5 hours a week) or occasional gamers (up to 2 hours a week), with hardcore and regular gamers making up a further 20% of the population (SLA Digital).

    Polycade aims to capitalize on the "midcore" sector of the gaming market, for gamers looking to have fun with friends - with games that are easy to play, difficult to master, and respect the players' time and emotions.

    According to Newzoo, midcore gaming is estimated to be a fast growing market in the video game space. Indirect competitors that also serve this gaming market include those that are streaming retro games through mobile devices, like Antstream Arcade and Blacknut.

    In addition to growth of casual mobile gaming, the arcade gaming market is expected to grow by over $1.5B from 2021 to 2025. Given the development of devices and connectivity through 5G and edge computing, the "cloud gaming ecosystem" is growing, where gamers play the same games on different devices. Polycade aims to allow this through our software and machines.

    We believe Polycade’s combination of virtual, in-person, and hybrid solutions are well positioned to address the growing social and casual gaming markets.

    Sources
    Newzoo: "Global Games Market to Generate $175.8 Billion in 2021..."
    SLA Digital: "The Rise of Casual and Hyper-Casual Mobile Gaming"
    Newzoo: "
    Mid-core gaming. Defining, sizing and seizing the opportunity."
    Technavio: "
    Arcade Gaming Market to grow by USD 1.66 billion during 2021-2025..."
    STL Partners: "Cloud gaming: What’s the telco play?"

    Risks and Disclosures

    You are investing in a SAFE, not a convertible note. A SAFE is a convertible security that is not debt, while a convertible note is debt. A convertible note includes an interest rate and maturity date, at which time a noteholder would be able to demand repayment. A SAFE does not have these features. In addition, your investment in a SAFE will be subordinate to true unsecured debt. Both SAFEs and convertible notes convert into equity in a future priced equity round, but there is a chance they will never convert to equity. For SAFE’s in particular, again, there is no interest and no maturity, and repayment is not required.

    The Total Amount Raised may include investments made outside of the SeedInvest platform via Regulation D, some of which may not be counting towards escrow. Approximately $1,021,800 has been raised prior to the launch of the SeedInvest campaign via Regulation D, of which, approximately $275,000 is not being counted towards the escrow minimum. The earliest investment counted towards the escrow target was made in July of 2021. There is no guarantee that the Company has this cash available for operations as of the date of launch.

    You may be subject to a different valuation cap from other investors in this Offering. The Company has an evaluated valuation cap of $12,500,000. However, investors that invest earlier in the Offering may be rewarded with a lower valuation cap. Investors that have their subscription received no later than October 22, 2021 will be issued SAFEs with a valuation cap of $10,000,000. Investors that have their subscription received after October 22, 2021 but no later than October 29, 2021 will be issued SAFEs with a valuation cap of $11,250,000. Investors that have their subscription received after October 29, 2021 will be issued SAFEs with the evaluated valuation cap of $12,500,000. Investors that invest earlier in the Offering are rewarded with a lower valuation cap, and their notes may therefore convert at a lower price. Investments made through the SeedInvest Auto Invest program will always receive SAFEs with a valuation cap of $10,000,000, regardless of the date the subscription was received. Other than the differences in the valuation cap described herein, there are no other differences between these SAFEs.

    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  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.

    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 space. Additionally, the product may be in a market where customers will not have brand loyalty.

    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, 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 adversely affect the Company's 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.

    Maintaining, extending, and expanding the Company's reputation and brand image are essential to the Company's business success. The Company seeks to maintain, extend, and expand their brand image through marketing investments, including advertising and consumer promotions, and product innovation. Increasing attention on marketing could adversely affect the Company's brand image. It could also lead to stricter regulations and greater scrutiny of marketing practices. Existing or increased legal or regulatory restrictions on the Company's advertising, consumer promotions and marketing, or their response to those restrictions, could limit their efforts to maintain, extend and expand their brands. Moreover, adverse publicity about regulatory or legal action against the Company could damage the Company's reputation and brand image, undermine their customers’ confidence and reduce long-term demand for their products, even if the regulatory or legal action is unfounded or not material to their operations.

    In addition, the Company's success in maintaining, extending, and expanding the Company's brand image depends on their ability to adapt to a rapidly changing media environment. The Company increasingly relies 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 the Company, their brands or their products on social or digital media, whether or not valid, could seriously damage their brand and reputation. If the Company does not establish, maintain, extend and expand their brand image, then their product sales, financial condition and results of operations could be adversely affected.

    Manufacturing or design defects, unanticipated use of the Company's products, or inadequate disclosure of risks relating to the use of the products could lead to injury or other adverse events. These events could lead to recalls or safety alerts relating to its products (either voluntary or required by governmental authorities) and could result, in certain cases, in the removal of a product from the market. Any recall could result in significant costs as well as negative publicity that could reduce demand for its products. Personal injuries relating to the use of its products could also result in product liability claims being brought against the Company. In some circumstances, such adverse events could also cause delays in new product approvals. Similarly, negligence in performing its services can lead to injury or other adverse events.

    Quality management plays an essential role in determining and meeting customer requirements, preventing defects, improving the Company’s products and services, and maintaining the integrity of the data that supports the safety and efficacy of its products. The Company's future success depends on their ability to maintain and continuously improve their 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 the Company or the Company's 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 the Company in excess of available insurance or not covered by indemnification agreements, or any claim that results in significant adverse publicity against the Company could have an adverse effect on their business and their reputation.

    A product recall or an adverse result in litigation could have an adverse effect on the Company's business, depending on the costs of the recall, the destruction of product inventory, competitive reaction, and consumer attitudes. Even if a product liability claim is unsuccessful or without merit, the negative publicity surrounding such assertions could adversely affect their reputation and brand image. The Company also could be adversely affected if consumers in their principal markets lose confidence in the safety and quality of their products.

    The Company depends on third party providers, suppliers and licensors to supply some of the hardware, software, and operational support necessary to provide some of their services. The Company obtains these materials from a limited number of vendors, some of which do not have a long operating history or which may not be able to continue to supply the equipment and services the Company desires. Some of their hardware, software, and operational support vendors represent their sole source of supply or have, either through contract or as a result of intellectual property rights, a position of some exclusivity. If demand exceeds these vendors’ capacity or if these vendors experience operating or financial difficulties, or are otherwise unable to provide the equipment or services the Company needs in a timely manner, at their specifications and at reasonable prices, their ability to provide some services might be materially adversely affected, or the need to procure or develop alternative sources of the affected materials or services might delay their ability to serve their customers. These events could materially and adversely affect the Company's ability to retain and attract customers, and have a material negative impact on their operations, business, financial results, and financial condition.

    The Company does not hold regular board meetings. Although the Company is not legally required to conduct regular board meetings, holding these regular meetings can play a critical role in effective management and risk oversight. Regular board meetings can help ensure that management’s actions are consistent with corporate strategy, reflective of the culture of the business, and in line with the organization’s risk tolerance. There is no guarantee that the Company will hold regular board meetings in the future. The Company has confirmed that they do have board resolutions supporting all major decisions.

    The Company’s Board does not keep meeting minutes from its board meetings. Though the Company is a Delaware Corporation and Delaware does not legally require its corporations to record and retain meeting minutes, the practice of keeping board minutes is critical to maintaining good corporate governance. Minutes of meetings provide a record of corporate actions, including director and officer appointments and board consents for issuances, and can be helpful in the event of an audit or lawsuit. These record-keeping practices can also help to reduce the risk of potential liability due to failure to observe corporate formalities, and the failure to do so could negatively impact certain processes, including but not limited to the due diligence process with potential investors or acquirers. There is no guarantee that the Company’s board will begin keeping board meeting minutes.

    The Company projects aggressive growth. If these assumptions are wrong and the projections regarding market penetration are too aggressive, then the financial forecast may overstate the Company's overall viability. In addition, the forward-looking statements are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

    The Company’s cash position is relatively weak. The Company currently has approximately $780,000 in cash balances as of September 15, 2021. This equates to about 10-12 months of runway. The Company believes that it is able to continue extracting cash from sales to extend its 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 has not filed a Form D for its prior offerings of securities. 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 has an outstanding Paycheck Protection Program loan. The Company has a Paycheck Protection Program (PPP) loan from Bank of America under the Small Business Association PPP loan program in the amount of $109,919. The loan was issued in May of 2020 and accrues interest at 1% per year with a 1 year no payment period, and follows the SBA PPP rules. Management has not yet applied for loan forgiveness or evaluated the loan forgiveness likelihood.

    The Company has an outstanding liability related to a software license agreement. In May of 2019, the Company signed a license agreement with Atari for the right to use proprietary software until December 31, 2022 for $175,000. The Company is amortizing this expense as used and writing down the value of the software liability as contractual payments are made. As of August 2021 the liability left on the agreement was approximately $75,000.

    The Company has outstanding Convertible Debt. The Company had issued two convertible notes of $50,000 each in July of 2018. Both notes accrue interest at an annual interest rate of 5% and have a current maturity date of July 31, 2022. Both notes give the investor the option to convert on the next funding round at a 20% discount. As of August 2021, the Convertible Notes remained outstanding and constituted a liability of approximately $112,000 with principal and accrued interest.

    The Company has outstanding SAFEs. The Company has issued SAFEs (Simple Agreements for Future Equity) in a prior investment fundraise from May 2019 to October 2019. The amount raised was $2,059,575 from several investors, all with the same terms. Each dollar invested has the right to be converted to equity, dollar for dollar, at the next investment round with an $8,000,000 valuation cap.

    The Company has not prepared any audited financial statements. Therefore, investors have no audited financial information regarding the Company’s capitalization or assets or liabilities on which to make investment decisions. If investors feel the information provided is insufficient, then they should not invest in the Company.

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

    The outbreak of the novel coronavirus, COVID-19, has adversely impacted global commercial activity and contributed to significant declines and volatility in financial markets. The coronavirus pandemic and government responses are creating disruption in global supply chains and adversely impacting many industries. The outbreak could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate material adverse impact of the novel coronavirus. Nevertheless, the novel coronavirus presents material uncertainty and risk with respect to the Funds, their performance, and their financial results.

    General Risks and Disclosures

    Start-up investing is risky. Investing in startups is very risky, highly speculative, and should not be made by anyone who cannot afford to lose their entire investment. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup or early-stage venture often relies on the development of a new product or service that may or may not find a market. Before investing, you should carefully consider the specific risks and disclosures related to both this offering type and the company which can be found in this company profile and the documents in the data room below.

    Your shares are not easily transferable. You should not plan on being able to readily transfer and/or resell your security. Currently there is no market or liquidity for theseshares and the company does not have any plans to list these shares on an exchange or other secondary market. At some point the company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a "liquidation event" occurs. A "liquidation event" is when the company either lists their shares on an exchange, is acquired, or goes bankrupt.

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

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

    You may only receive limited disclosure. While the company must disclose certain information, since the company is at an early-stage they may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long history. The company may also only 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 \u2014 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.

    Polycade'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 Polycade'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 $5 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 Polycade
    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 Polycade. Once Polycade accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Polycade in exchange for your securities. At that point, you will be a proud owner in Polycade.


    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. Your accredited investor status
    5. Social Security Number or passport
    6. ABA bank routing number and checking account number (typically found on a personal check or bank statement) or debit card information, unless paying via a Wire transfer.

    How much can I invest?

    Non-accredited investors are limited in the amount that he or she may invest in a Reg CF offering during any rolling 12-month period:

    • If either the annual income or the net worth of the investor is less than $107,000, the investor is limited to the greater of $2,200 or 5% of the greater of his or her annual income or net worth.
    • If the annual income and net worth of the investor are both greater than $107,000, the investor is limited to 10% of the greater of his or her annual income or net worth, to a maximum of $107,000.

    Separately, Polycade has set a minimum investment amount of US $1,000.

    Accredited investors do not have any 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 Polycade does not plan to list these securities on a national exchange or another secondary market. At some point Polycade 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 Polycade 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 Polycade'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 Polycade's Form C. The Form C includes important details about Polycade'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 prior to the offering end date or an earlier date set by the company. You will be sent a notification at least five business days prior to a closing that is set to occur earlier than the original stated end date giving you an opportunity to cancel your investment if you have 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.