- Distribution into an estimated 35M homes via current distribution channels, including Pluto TV and Xumo.
- Key strategic projects and partnerships including those with Funny or Die, YouTube Space, The Trevor Project, and Outfest.
- Holds one of the largest LGBTQ-focused streaming content libraries in the world with global rights and hundreds of closed content contracts.
- Notable investors include Arlan Hamilton, Founder of Backstage Capital.
- Past collaborations include celebrities Ryan Murphy, Dan Reynolds (Imagine Dragons), Tegan Quin (Tegan & Sara), Gigi Gorgeous, and Tyler Oakley.
- Total Amount Raised: US $73,400
- Total Round Size: US $3,000,000
- Seed :
- Minimum Investment: US $500 per investor
- : Crowd Note
- US $9,000,000 :
- Side by Side Offering
We started Revry because we saw the need for truly authentic entertainment made for the ever-growing queer community as it is: diverse, outrageous, ground-breaking, and global. In the past, TV channels and VOD services that claimed to represent queer people tended to water down our community, often only focusing on gay white males and superficial stories. Given the size of the LGBTQ+ market ($917 billion in the US and $3.7 trillion worldwide), luckily the new digital age of TV has created an opportunity to disrupt the old TV model and to introduce new upstart voices into the mix to redefine niche TV for a new generation.
Revry aims to be the new voice of queer entertainment. More than just TV and film, Revry is breaking the mold by showcasing LGBTQ+ music artists, short films, digital series, and boasting one of the largest queer podcast networks in the world. But Revry is so much more than a simple content platform for a niche audience–Revry is a community. This is why Revry is a lifestyle brand: our mission is not about distributing LGBTQ-themed content; it’s about sharing genuine queer culture with the world. Towards that end, Revry has expanded into 100+ countries, with a reach of 35 million, has closed hundreds of content contracts totaling over 4000 hours, and has streamed over 21 million minutes to its global audience.
Since our launch, Revry's unique mission, diverse team of founders, and innovative approach to distribution have been covered by major media outlets including WIRED Magazine, MacWorld, and the Hollywood Reporter. This year, Tubefilter stated that "Revry is making its mark in the niche SVOD world” and Instinct Magazine has written that Revry is “dedicated to showcasing the best entertainment spanning the breadth of the entire queer experience."
The Product & Service
Revry is one of the world's first global queer streaming lifestyle networks. Currently available via 7 native apps, 3 linear channels, Revry boasts a reach of over 35 million homes across 100+ countries and showcases unique music, series, podcast, films, and more entertainment made just for LGBTQ+ people.
The Business Model
Our business model provides a number of different ways to distribute our content and collect revenue through our distribution channels and otherwise:
- Native Apps: Subscription fees for ad-free access to our content library, transactional fees for purchases/rentals of exclusive or early released content, and ad revenue for the ad-supported viewing of content on demand by non-subscribers;
- Third Party Channels: Ad revenue and/or subscription fees for distribution of Revry content on third party networks via a Revry-branded channel (VOD or linear);
- Sublicense of Original Content: License fees in exchange for the distribution of original Revry content by third parties. May include DVD, TV broadcast, cable distribution or "first window" deals for digital distribution;
- Live Events: Ticket sales and sponsorship funds for the production of live events; and,
- Merchandise: E-commerce and the live sale of Revry-branded apparel, products, and accessories.
The Target Customer
Revry's ideal customer is anyone interested in 21st century queer culture. Generally, this demographic tends to be English-speaking millennial and generation Z audiences who primarily consume content via mobile devices with a particular emphasis on youth-driven and ethnically diverse short form content, including series and music.
Revry hails itself as the first ever LGBTQ-focused global streaming network and has made multiple headlines on mainstream media outlets across the world, including our premiere "coming out" story on MacWorld, the announcement of our service relaunch with new innovative tech in WIRED Magazine, and a glowing review of our first original feature documentary, Room to Grow, in The Hollywood Reporter.
But apart from the earned media that the company has already benefited from, Revry has continually paved the way as a leader, not only in the LGBTQ+ space, but in the ever-changing mainstream streaming world. One of the first networks to stage an exclusive release of an original series through the new Instagram-powered IG TV app, Revry was featured by TheWrap only last month. Additionally, our high profile collaborations with industry heavy-weights like Funny or Die, with whom Revry co-produced a series which was nominated for an Emmy this year, have garnered our company significant mainstream attention. Revry continues to make impressive collaborations including having recently entered into a 2-year deal with the LGBTQ suicide prevention not-for-profit, The Trevor Project, to be their Official Streaming Network and exclusive live streaming partner for their star-studded award show, TrevorLIVE.
In addition, our early entry into the market has permitted us to amass an unmatched collection of over 4000 hours of licensed and original content for the service–the majority of which we hold global rights and which are protected by "competitor insurance": LGBTQ exclusivity over everything from tech, to content, to partnerships.
They say that necessity is the mother of invention, and it all started with a broken iPhone. Christopher had recently shattered his screen and on a fortuitous trip to the Apple Store, Damian had finally decided to take their friend Alia's advice and check out the new Apple TV. Assuming that an LGBTQ+ streaming app already existed, the group searched the app store and found nothing. This is when the idea clicked. Immediately reaching out to friend and past collaborator, LaShawn, the core of Revry was formed in late November 2015. The Revry team is fortunate to benefit from a wealth of industry experiences that have made the group the ideal team to move this vision forward. Our CEO, Damian Pelliccione comes from the world of web production, new media tech, and international business development with experience working with companies like YouTube and Chevrolet. Alia J. Daniels (COO) is an accomplished business and employment attorney who has consistently been named A Rising Star by Super Lawyers. Christopher Rodriguez (CBO), an entertainment lawyer, was previously the attorney for the series Shark Tank and The People's Choice Awards. LaShawn McGhee (CPO), a veteran and award-winning editor, rounds out the team as our tech expert.
Revry is one of the world's first global LGBTQ+-dedicated streaming services. Accessible across seven platforms including "Over the Top TV" (e.g. Apple TV, Roku, Amazon Fire), mobile (e.g. iOS devices), the web, and three third party channels (e.g. Pluto TV, XUMO, and Zapping TV), Revry is the premier place where queer audiences can view LGBTQ films, series, music, podcasts, and originals all in one place.
The business was founded in November 2015, we went into development in December 2015 and our betas of the native applications on iOS, Apple TV, Android and Roku were released in March 2016. We went to market in June 2016. In February 2017, we released additional native applications on Amazon Fire and Android TV. In June 2017, we released our first linear channel on Pluto TV. In February 2018, we went into development with a new developer for our native applications and website. In June 2018, we released our second linear channel on Xumo. In July of 2018, we launched our new native applications and website. In 2019, we will launch our third linear channel on Zapping TV in Latin America as well as two more channels.
We view our target audiences as those who identify as LGBTQ+ and are primarily millennial and generation Z (between the ages of 18-35). The queer audience is currently estimated to be worth $3.7 trillion, globally and $917 billion, domestically. It should be noted that LGBTQ+ households have a higher median income than straight households and spend at least 7% more a year on entertainment than heterosexuals. Currently, 50% of Revry's core audiences are located in the U.S. with the other 50% spread out across the world with our highest international traffic coming from the markets of Brazil, India, and China.
Revry is an early-to-market LGBTQ+ streaming network. Unlike any competitors, Revry is a global, digitally-born business with a millennial/generation Z audience in mind and a particular emphasis on the underserved trans, lesbian, bisexual, and POC communities. Revry has benefited from its wide-ranging collaborations with advertisers (e.g. Lexus), queer media (e.g. Queerty), film festivals (e.g. Outfest), mainstream production companies (e.g. Funny or Die), and celebrities (e.g. Dan Reynolds, Tyler Oakley, Gigi Gorgeous, Tegan & Sara).
A Side by Side offering refers to a deal that is raising capital under two offering types. If you plan on investing less than US $20,000.00, you will automatically invest under the Regulation CF offering type. If you invest more than US $20,000.00, you must be an accredited investor and invest under the Regulation D offering type.
US $13,400 (under Reg CF only)
Investors who invest $50,000 or less will have their securities held in trust with a Custodian that will serve as a single shareholder of record. These investors will be subject to the Custodian’s Account Agreement, including the electronic delivery of all required information.
All non-Major Purchasers will be subject to an Investment Proxy Agreement (“IPA”). The IPA will authorize an investment Manager to act as representative for each non-Major Purchaser and take certain actions for their benefit and on their behalf. Please see a copy of the IPA included with Company's offering materials for additional details.
All Revry investors will receive a free subscription to the Revry VOD service, giving full access to our world of queer film, music, series, podcasts, and originals. Feel free to enjoy on your own or gift to a friend. In addition, investors that invest by December 31st, 2018 at 11:59pm ET will receive the investor perk of the next tier (e.g., if you invest $1,000 by the deadline, you will get $5,000 perks).
- $500 (“Ally”) – A free subscription to Revry.
- $1,000 (“Super Ally”) – All the above plus a thank you on social media.
- $5,000 (“Ultimate Ally”) – All the above, plus an exclusive Revry T-Shirt and 3 DVDs of Revry Originals.
- $10,000 ("Bronze Star") – All of the above, plus VIP access to Revry’s next live music, screening, or industry event and a personal phone call with the CEO of Revry.
- $20,000 (“Silver Star”) – All of the above, plus inclusion in the "Special Thanks" in the credits of the next Revry Original;
- $50,000 ("Gold Star") – All the above, plus an Executive Producer credit in the next Revry Original.
- $100,000 ("Platinum Star") – All of the above, plus a paid trip to the Revry Headquarters in Los Angeles for the next Revry Original Premiere and a dinner with the four co-founders.
It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.
The graph below illustrates theor the of Revry's prior rounds by year.
Revry, Inc. (the "Company") is a California C-Corporation formed on March 1, 2016. It is headquartered in Glendale, CA and its year-end is December 31. The Company provides streaming content showcasing media developed for, and by, the LGBTQ+ community. Subscriptions to the Company’s streaming service provides access to feature films, TV shows, short films, podcasts, and more.
Phase One: The first phase of the Company's operation (2016-2017) primarily focused on building its content library of globally licensed (and LGBTQ-exclusive) film, series, music, podcasts, and short form video from independent producers and distributors and growing its presence and good will through the queer community via sponsorships and participation in community events (i.e. prides, film festivals, music shows). During this period, the Company primarily operated a subscription-only service, dabbled in some third party distribution (i.e. Pluto TV) which permitted limited direct partnership with advertisers (i.e. Lexus), and experimented with limited direct to consumer marketing (i.e. video ads).
Phase Two: In its second phase (2017-2018), the Company focused on expanding its reach and availability through the development of proprietary platform technology, the launch of multiple third-party channel offerings, and the increased acquisition of original and exclusive programming. In addition, the Company's strategic expansion into ad-supported distribution (via its native apps and channels) facilitated the dramatic increase in ad revenue via its direct sales with advertisers and indirect profit participation with third party operators. The Company also brought on out-of-house ad sales reps to further drive the advertising revenue expansion.
Phase Three: Following the activation of the direct marketing spend from a strategic investor and the full-scale launch of the new proprietary applications, Revry has entered into the third phase of its business as it now focuses on the following core focuses: (1) aggressive marketing spend to drive SVOD via SEO, Google Ad Words, and digital ads focused in the US and the English-speaking world; (2) Strategic build out of the marketing department, including the utilization of the native AVOD offering as a marketing tool, with a drive toward mobilizing social media followers, increasing brand awareness, and building community; (3) Expansion of the in-house sales team to reduce commissions and increase deal closures for ad-supported distribution; and (4) the acquisition of bigger budget titles by major studios and a robust investment in new original productions in partnership with established studios and independents as well as strategic co-pros.
Liquidity and Capital Resources
The proceeds from the Offering are essential to our operations. We plan to use the proceeds as set forth above under "Use of Proceeds", which is an indispensable element of our business strategy. The Offering proceeds will have a beneficial effect on our liquidity, as we had approximately $45,000 in cash on hand as of September 30, 2018 which will be augmented by the Offering proceeds and used to execute our business strategy.
The Company currently does not have any additional outside sources of capital other than the proceeds from the Combined Offerings.
Capital Expenditures and Other Obligations
The Company does not intend to make any material capital expenditures in the future.
Trends and Uncertainties
After reviewing the above discussion of the steps the Company intends to take, potential Purchasers should consider whether achievement of each step within the estimated time frame is realistic in their judgment. Potential Purchasers should also assess the consequences to the Company of any delays in taking these steps and whether the Company will need additional financing to accomplish them.
The financial statements are an important part of the Form C and should be reviewed in their entirety. The financial statements of the Company are attached to the Form C as Exhibit B.
The LGBTQ+ Market is worth $917 billion dollars in the U.S. alone; $3.7 trillion worldwide.
While once an ignored and repressed demographic, the respective visibility and influence of the LGBTQ community over the past 15 years has grown tremendously. Not only are LGBTQ+ people more likely to engage with premium and "niche" TV (e.g HBO, Food Network), on average they command higher median incomes than their straight counterparts and are also brand loyal, being 2 times more likely to buy from companies they trust and those that are LGBTQ-friendly.
The LGBTQ+ Market is Growing
According to recent statistics, a commanding 20% of millennials (aged 23-35) actively identify as being a part of the LGBTQ+ community. More mind-blowing is the growth within the younger, Generation Z population, with some studies showing that 52% of people aged 13-22 do not actively identify as strictly heterosexual. Seeing as the purchasing power of millennials and Gen Z combined will make up 75% of global purchasing power in the next 5 years, the growth of the queer-identifying population is impossible to ignore.
No One Wears Netflix TV Shirts
At the end of the day, Netflix and their mainstream competitors are selling access to great content. Such major services must maintain the widest possible appeal or they risk alienating potential customer demographics. With viewership not being rooted in identity, customers lack loyalty and connection to the brand of Netflix. On the other hand, inherently cause or community-driven platforms like Revry, have a unique opportunity to be more than products to consumers. As a lifestyle brand, like The Honest Company, Cards Against Humanity, or Adult Swim, being a Revry fan says so much more about a person than simply what content they like to view–it says something about their identity and in turn makes for a devoted and loyal customer.
An investment in the Convertible Notes of Revry, Inc. has certain elements of risk different from or greater than those associated with other investments. The higher degree of risk makes an investment in the Convertible Notes shares suitable only for investors who (i) have a continuing level of annual income and a substantial net worth, (ii) can afford to bear those risks, (iii) have previously made an investment of at least the same amount they intend to invest in this offering and (iv) have no need for liquidity from this investment. Each investor should consider carefully the risk factors associated with this investment and should consult with his, her or its own legal, tax and financial advisors with respect to this investment before subscribing to purchase Convertible Notes.
We were formed in March 2016 and have a limited operating history and limited history of revenues. Therefore, we may have difficulty in successfully and profitably operating our business. Our company was incorporated in March 2016, and we started providing digital streaming services in March 2016. Since inception, we have incurred substantial development, marketing and other costs. We have generated limited revenues and incurred significant operating losses to date and have negative cash flow from operations. We expect operating losses to continue for the foreseeable future because we plan to incur significant expenses as we expand our marketing programs, continue to develop our offerings, hire more personnel, and expand our infrastructure and further develop our streaming app. In addition, we are subject to the risks generally associated with the formation of any new business, including uncertain market acceptance and competition with established businesses. Therefore, we cannot assure you that we will be able to execute our business plans or operate profitably.
We may need additional capital in the future to sufficiently fund our operations. Our cash position is relatively weak. We currently have cash balances and cash commitments which provide for a two to three month runway. We could be harmed if we are unable to meet our cash demands, and we may not be able to continue operations if we are not able to raise additional funds. We will require additional debt and/or equity financing in the future to fund our operations. We cannot predict how much financing we may need, or when we may need it. We cannot assure you that financing will be available when needed or that, if available, we will obtain financing on favorable terms. Further, if we obtain additional capital through the offer and sale of equity, your ownership interest in us will be diluted.
Most of our net revenues are derived from advertisement sales. The loss of any of these sources of revenues, or a material reduction in them, could have a material adverse effect on our business and results of operations. During 2018, revenues from advertising accounted for approximately 92% of our revenues. The loss of one or more significant advertisers, or a material reduction in the amount of advertisements placed by a significant advertiser, could have a material adverse effect on our business and results of operations. Failure to obtain new renew contracts with advertisers on favorable terms could adversely affect results of operations. We may face pricing pressure in obtaining and retaining our advertisers. For example, advertisers may seek price reductions when their contracts are extended. On some occasions, this pricing pressure results in lower revenue from an advertiser than we had anticipated based on our previous agreement with that advertiser. This reduction in revenue could result in an adverse effect on our business and results of operations. Further, failure to advertising contracts on favorable terms could have an adverse effect on its business. Our contracts with advertisers generally run for several years. Terms are generally renegotiated prior to the end of a contract’s term. If we are not successful in achieving a high rate of subscription or contract renewals on favorable terms, our business and results of operations could be adversely affected.
The loss of our relationships with our subscribers will have a material adverse effect on our business and results of operations. The success of our offerings will depend to a significant extent upon our ability to establish and maintain relationships, and obtain and renew subscriptions, with our subscribers. Because many of our competitors have substantially greater resources and name recognition than our company, our competitors may be able to provide greater incentives to subscribers and advertisers to either subscribe to their services or purchase advertising on their platforms. In addition, some advertisers (in particular, larger ones) may be reluctant to advertise on our streaming service. We may be unable to maintain, promote and grow our brand through marketing and communications strategies. It may prove difficult for us to dramatically increase the number of subscribers that we serve or to establish us as a well-known brand in the competitive streaming space. Additionally, our offerings may be in a market where customers may not have brand loyalty or may have other cheaper, free or different sources. We cannot assure you that we will be successful in establishing and maintaining the required relationships with our subscribers and advertisers.
We may experience intense competition. The streaming market is an emerging industry where new competitors are entering the market frequently. The development and commercialization of our digital content offerings are highly competitive. There are many potential competitors who can enter the digital media market. Its competitors include major companies worldwide as well as early-stage startups. These potential competitors range from well-established, well-financed businesses, with significantly greater financial, marketing, research and development resources, operating histories, name recognition, larger user bases and business relationships than us, to emerging entrepreneurial businesses. The industry is characterized by a large number of small to large companies who may operate on an international, national, regional or local scale. In addition, there will be no substantial barriers to deter potential competitors from developing similar offerings and entering this market. Our prospects for success will depend, in large measure, on our ability to quickly develop relationships and develop brand name recognition as a niche streamlining service and then ultimately achieve mainstream marketability. We cannot assure you that we will be successful in these efforts.
Many of our competitors have significantly greater financial, technical and human resources and may have superior expertise in research and development and marketing approved services. For these reasons, they may be better equipped than we are to develop and commercialize digital media services and content. These competitors also compete with us in recruiting and retaining qualified personnel and acquiring technologies. Early-stage companies are able to compete because the barrier to entry into this digital business is relatively low. Accordingly, our competitors may commercialize products or services more rapidly or effectively than we are able to, which would adversely affect our competitive position, the likelihood that our offerings will achieve initial market acceptance and our ability to generate meaningful additional revenues from our offerings.
In addition, our competitors may acquire or be acquired by, receive investments from or enter into other commercial relationships with larger, well-established and well-financed competitors.Therefore, some of our competitors with other revenue sources may be able to devote greater resources to marketing and promotional campaigns, adopt more aggressive pricing policies and devote substantially more resources to research and development. Increased competition may result in reduced operating margins, loss of market share and diminished value in our brand. We cannot assure you that we will be able to compete successfully against current and future competitors. Trends and tastes may increase competitive pressures on us by enabling our competitors to attract more subscribers and advertisers than we can. Any and all of these events could have a material adverse effect on our business, results of operations and financial condition.
We depend on our relationships with, and on material provided by, our content producers and distributors. We depend on the performance of content producers, distributors and other business partners. We distributes our offerings through streaming services, many of whom distribute content from competitors. We also provide our offering in most of our major markets directly to subscribers. Many resellers have narrow operating margins and have been adversely affected in the past by weak economic conditions.
In addition, some content distributors could eventually perceive the expansion of our direct subscriptions as conflicting with their business interests as distributors of our offerings. This perception could discourage resellers from investing resources in the distribution and sale of our offerings or lead them to limit or cease distribution of those offerings.
We may experience difficulty protecting our intellectual property, which is critical to our business. We own, or co-own with content producers, the intellectual property to our content and other products, which consist of trademarks and copyrights. We so far have not registered any of our intellectual property, but intend to do so as funding becomes available. Therefore, currently our rights in our intellectual property consistent of common-law copyright and trademark rights. Further, changes in U.S. and foreign intellectual property law also may impact its ability to successfully prosecute its intellectual property applications. For example, the U.S. Congress and foreign legislative bodies may amend their respective intellectual property laws in a manner that makes securing intellectual property rights more difficult or costly. Courts may render decisions that alter the application of intellectual property laws and detrimentally affect our ability to obtain this protection. Even if our able to successfully register our intellectual property rights, this intellectual property may not provide meaningful protection or commercial advantage. Such registered intellectual property may not be broad enough to prevent others from developing content or technologies that are similar to ours. It is also possible that the intellectual property rights of others will bar us from licensing our content and technology and bar them or their licensees from exploiting any intellectual property that issue from our pending applications.
We depend on key personnel, the loss of any one of whom may threaten our ability to operate our business successfully or at all. Our success is largely dependent upon Damian Pelliccione, our Chief Executive Officer, Alia J. Daniels, our Chief Operating Officer, Christopher J. Rodriguez, our Chief Business Officer and LaShawn McGhee, our Chief Production Officer. We do not currently carry key person life insurance on them. In addition, we will rely on the services of our advisors, employees and business consultants both with respect to the day-to-day operation of our company and the long-term vision and management of our business. The loss of the services of any of Damian Pelliccione, Alia J. Daniels, Christopher J. Rodriguez or LaShawn McGhee or other key advisors, employees or consultants could have a material adverse effect on the business, results of operations and financial condition of our company.
Our future success also depends on our ability to retain and attract highly qualified sales and marketing personnel and onscreen and behind-the-screen talent. We cannot assure you that we will be able to retain these personnel now or in the future. The inability to attract and retain the personnel necessary to support the growth of our business, due to, among other things, a large increase in the wages demanded by such personnel, could have a material adverse effect upon our business, results of operations and financial condition.
Our management has broad discretion in using the proceeds of this offering. Our management can spend most of the proceeds from this offering in ways with which our investors may not agree. The proceeds will serve several purposes, but will be primarily focused on growth initiatives. We expect to use approximately 47% of the net proceeds on programming. Another 37% will be used for operational costs. The remaining funds will be used for marketing.
Certain shareholders have control over our key decisions. Damian Pelliccione, Alia J. Daniels, Christopher J. Rodriguez and LaShawn McGhee together own 100% of our outstanding voting stock prior. As such, they are in a position to exert significant control over our business, policies and affairs.
There is limited transferability and liquidity of securities. The offer and sale of the Convertible Notes, or the securities in which they are exercisable, is not being registered or qualified under any federal or state securities laws and the Convertible Notes, or the securities in which they are exercisable, cannot be resold or otherwise transferred unless they are registered or qualified under applicable federal and state securities laws or unless exemptions from the registration and qualification requirements are available. We do not have any obligations, and we currently do not intend, to register our company’s shares with the Securities and Exchange Commission or with any state securities commissions or agencies, and therefore, no public market exists or will exist in the future for trading in the shares.
Accordingly, a shareholder may be unable to liquidate his, her or its investment in our company shares, or in the Convertible Notes, or the securities in which they are exercisable, quickly or on acceptable terms, if at all, if the shareholder should need or desire to do so. Consequently, the purchase of Convertible Notes, or the securities in which they are exercisable, should be considered only as a long-term investment and will not be suitable for investors desiring or requiring investment liquidity.
We may issue additional shares of common stock or preferred stock in the future. We are authorized to issue up to 10,000,000 common shares. As of the date hereof, there are 1,600,000 common shares issued and outstanding. We have not issued any preferred stock. Additionally, we intend to create and implement one or more option or other equity plans for which the officers, employees and consultants of our company will be eligible to receive grants of up to an aggregate of 5% of the common Shares. Our ability to issue additional common shares or shares of preferred stock, or securities convertible into or exchangeable for common or preferred stock, could result in substantial dilution to the interests of investors in this offering.
We do not anticipate paying any dividends. Payment of dividends on the common shares is within the discretion of the Board of Directors and will depend upon our earnings, our capital requirements and financial condition, and other relevant factors. For the foreseeable future, the Board of Directors intends to retain future earnings, if any, to finance our business operations and does not anticipate paying any cash dividends with respect to the common shares.
The financial projections prepared for us may not prove to be accurate. The estimated financial projections are based upon what we believe to be reasonable assumptions concerning certain factors affecting the probable future operations of our business by us. We cannot assure you that these forecasts will prove to be accurate, and investors are cautioned against placing excessive reliance on these forecasts in deciding whether to purchase Convertible Notes, or the securities into which they are exercisable.
The Company has not filed a Form D for its previous offerings from December 2015, December 2017, and August 2018. 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 reviewing CPA has included a “going concern” note in the reviewed financials. In particular, the Company has incurred losses from inception of approximately $434,791 and relies on third party financing to fund operations which, among other factors, raises substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon management's plans to raise additional capital from the issuance of debt or the sale of stock, its ability to commence profitable sales of its streaming service, and its ability to generate positive operational cash flow. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.
ALL PREVIOUS WRITTEN DOCUMENTS AND ORAL CONVERSATIONS ARE SUPERSEDED BY THE SUBSCRIPTION AGREEMENT AND THE EXHIBITS THERETO.
Start-up investing is risky. Investing in startups is very risky, highly speculative, and should not be made by anyone who cannot afford to lose their entire investment. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup or early-stage venture often relies on the development of a new product or service that may or may not find a market. Before investing, you should carefully consider the specific risks and disclosures related to both this offering type and the company which can be found in this company profile and the documents in the data room below.
Your shares are not easily transferable. You should not plan on being able to readily transfer and/or resell your security. Currently there is no market or liquidity for these shares and the company does not have any plans to list these shares on an exchange or other secondary market. At some point the company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when the company either lists their shares on an exchange, is acquired, or goes bankrupt.
The Company may not pay dividends for the foreseeable future. Unless otherwise specified in the offering documents and subject to state law, you are not entitled to receive any dividends on your interest in the Company. Accordingly, any potential investor who anticipates the need for current dividends or income from an investment should not purchase any of the securities offered on the Site.
Valuation and capitalization. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold.
You may only receive limited disclosure. While the company must disclose certain information, since the company is at an early-stage they may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long history. The company may also only obligated to file information periodically regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events through continuing disclosure that you can use to evaluate the status of your investment.
Investment in personnel. An early-stage investment is also an investment in the entrepreneur or management of the company. Being able to execute on the business plan is often an important factor in whether the business is viable and successful. You should be aware that a portion of your investment may fund the compensation of the company's employees, including its management. You should carefully review any disclosure regarding the company's use of proceeds.
Possibility of fraud. In light of the relative ease with which early-stage companies can raise funds, it may be the case that certain opportunities turn out to be money-losing fraudulent schemes. As with other investments, there is no guarantee that investments will be immune from fraud.
Lack of professional guidance. Many successful companies partially attribute their early success to the guidance of professional early-stage investors (e.g., angel investors and venture capital firms). These investors often negotiate for seats on the company's board of directors and play an important role through their resources, contacts and experience in assisting early-stage companies in executing on their business plans. An early-stage company may not have the benefit of such professional investors.
Representatives of SI Securities, LLC are affiliated with SI Advisors, LLC (“SI Advisors”). SI Advisors is an exempt investment advisor that acts as the General Partner of SI Selections Fund I, L.P. (“SI Selections Fund”). SI Selections Fund is an early stage venture capital fund owned by third-party investors. From time to time, SI Selections Fund may invest in offerings made available on the SeedInvest platform, including this offering. Investments made by SI Selections Fund may be counted towards the total funds raised necessary to reach the minimum funding target as disclosed in the applicable offering materials.
Frequently Asked Questions
A Side by Side offering refers to a deal that is raising capital under two offering types. This Side by Side offering is raising under Regulation CF and Rule 506(c) of Regulation D.
The Form C is a document the company must file with the Securities and Exchange Commission (“SEC”) which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.
Before making any investment decision, it is highly recommended that prospective investors review the Form C filed with the SEC (included in the company's profile) before making any investment decision.
Rule 506(c) under Regulation D is a type of offering with no limits on how much a company may raise. The company may generally solicit their offering, but the company must verify each investor’s status as an accredited investor prior to closing and accepting funds. To learn more about Rule 506(c) under Regulation D and other offering types check out our blog and academy.
Title III of the JOBS Act outlines Reg CF, a type of offering allowing private companies to raise up to $1 million from all Americans. Prior capital raising options limited private companies to raising money only from accredited investors, historically the wealthiest ~2% of Americans. Like a Kickstarter campaign, Reg CF allows companies to raise funds online from their early adopters and the crowd. However, instead of providing investors a reward such as a t-shirt or a card, investors receive securities, typically equity, in the startups they back. To learn more about Reg CF and other offering types check out our blog and academy.
When you complete your investment on SeedInvest, your money will be transferred to an escrow account where an independent escrow agent will watch over your investment until it is accepted by Revry. Once Revry accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Revry in exchange for your securities. At that point, you will be a proud owner in Revry.
To make an investment, you will need the following information readily available:
- Personal information such as your current address and phone number
- Employment and employer information
- Net worth and income information
- Social Security Number or passport
- ABA bank routing number and checking account number (typically found on a personal check or bank statement)
If you are investing under Rule 506(c) of Regulation D, your status as an Accredited Investor will also need to be verified and you will be asked to provide documentation supporting your income, net worth, revenue, or net assets or a letter from a qualified advisor such as a Registered Investment Advisor, Registered Broker Dealer, Lawyer, or CPA.
An investor is limited in the amount that he or she may invest in a Reg CF offering during any 12-month period:
- If either the annual income or the net worth of the investor is less than $100,000, the investor is limited to the greater of $2,000 or 5% of the lesser of his or her annual income or net worth.
- If the annual income and net worth of the investor are both greater than $100,000, the investor is limited to 10% of the lesser of his or her annual income or net worth, to a maximum of $100,000.
Separately, Revry has set a minimum investment amount of US $500.
Accredited investors investing $20,000 or over do not have investment limits.
You are a partial owner of the company, you do own securities after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.
In certain circumstances a company may terminate its ongoing reporting requirement if:
- The company becomes a fully-reporting registrant with the SEC
- The company has filed at least one annual report, but has no more than 300 shareholders of record
- The company has filed at least three annual reports, and has no more than $10 million in assets
- The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
- The company ceases to do business
However, regardless of whether a company has terminated its ongoing reporting requirement per SEC rules, SeedInvest works with all companies on its platform to ensure that investors are provided quarterly updates. These quarterly reports will include information such as: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) any notable press and news.
Currently there is no market or liquidity for these securities. Right now Revry does not plan to list these securities on a national exchange or another secondary market. At some point Revry 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 Revry either lists their securities on an exchange, is acquired, or goes bankrupt.
You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement. If invested under Regulation CF you may also receive periodic updates from the company about their business, in addition to monthly account statements.
This is Revry'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 Revry's Form C. The Form C includes important details about Revry's fundraise that you should review before investing.
For offerings made under Regulation CF, you may cancel your investment at any time up to 48 hours before a closing occurs or an earlier date set by the company. You will be sent a reminder notification approximately five days before the closing or set date giving you an opportunity to cancel your investment if you had not already done so. Once a closing occurs, and if you have not canceled your investment, you will receive an email notifying you that your securities have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, you may go to your portfolio page
If you invest under any other offering type, you may cancel your investment at any time, for any reason until a closing occurs. You will receive an email when the closing occurs and your securities have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your portfolio page.