- Achieved $1.45mm in net revenue in 2018, a +30% growth from 2017.
- Produced multimedia content for The Met Gala 2017, Drake’s Aubrey & the Three Migos Tour, BET Awards’ Instagram booth, J. Cole’s Forest Hill Drive Tour, Dirk Nowitzki’s retirement ceremony during Dallas Mavericks’s final regular-season home game, and Marriott and Ian Schrager’s collaboration - Time Square EDITION Hotel’s jumbotron display.
- Notable clients include NBC Sport, ABC Walt Disney Studios, SF Motors, and more.
- Co-founded by Alexander Us, the creative mind behind a Quarter-finalist of America's Got Talent 2016- the Sila Sveta performance group. His artwork “Sleeping Beauty” received a 4 out of 4 approval from the judges.
- The creative directors behind the Sila Sveta brand received numerous awards including the Bronze Cube by ADC for the Met Gala 2017 project, Grand Prix for Interactive & Multimedia by Auto Vision, and two prizes at the recent international Visual Artist Award.
- Total Amount Raised: US $151,000
- Total Round Size: US $1,500,000
- Seed :
- Minimum Investment: US $1,000 per investor
- : Crowd Note
- US $13,000,000 :
- Side by Side Offering
Our Mission | We want to help our clients differentiate themselves in the era of digital communications, allowing them to stand out of competition through a mixture of modern art and visual technologies. Since inception Sila Sveta has successfully delivered more than 30 projects in the U.S. for Vogue, Disney, NBC, Shakira, Drake, SF Motors, Edition Hotels, etc.
Our Customer | We have worked with media, entertainment, and hospitality companies. Going forward, we will also target the public entertainment segment, which we plan to enter with our new development, Digital Zoo, a place for the whole family to see and interact with creatures from around the globe, both living and extinct, while doing less harm to nature.
Our Story | Sila Sveta stands for Power of Light. Alexander Us and Alexey Rozov originally founded Sila Sveta Global*, a separate Russian company, in 2007. The Russian company later became one of the world leaders in 3D Projection Mapping and digital immersive experiences with numerous awards and major projects under the belt. In 2015, the two founders of Sila Sveta Global started Sila Sveta Inc*, a Delaware Corporation with offices in Los Angeles and later New York City, joining forces with Andrey Kostyuk to enter the North America Digital-out-of-home (DOOH) market.
*Investors investing in this round will only be investing Sila Sveta Inc, not Sila Sveta Global. The two entities share multiple business assets, including branding and personnel. Sila Sveta Inc will only be taking projects in the U.S., Canada, and Mexico, while Sila Sveta Global will be taking projects outside of the above-mentioned locations.
B2B: As of today, Sila Sveta is mainly involved in B2B projects for major agencies and brands. We plan to continue to expand this line of business as it provides us a relatively stable cash flow.
- pre-production ideation and conceptualization;
- digital content production and post-production;
- reselling Panasonic equipment;
- execution on-site - technical support, maintenance, and management.
B2C: In addition to our B2B vertical which delivered over $1.45mm in gross revenue in 2018, funds from this round we will be used to push out a new B2C vertical focused on permanent digital installations, starting with our Digital Zoo concept.
What is Digital Zoo? In an attempt to share wildlife with children without violating animal rights, we plan to build a multilayered space split by habitats or animal species on an area up to 10,000 sq. ft. Using wide-format projections, we can immerse the visitors into different worlds: desert, jungle, Siberian forest, ocean deep...just name it. By using holographic technologies, we believe we can achieve the effect of presence so that visitors can see rare creatures from the world right in front of them, in minuscule detail. Such technology can continuously be updated and improved so that visitors want to keep coming back. We can also incorporate interactive elements like temperature, wind, rain, smell, and touch. Visitors can watch 360° movies projected on the cupola screens, touch the animals, and even get into their bodies - imagine seeing the world through the eyes of an eagle.
For our B2B business, we will use a mix of proprietary sales effort, independent sourcing agents, and cooperation with CAA on a case-by-case basis to secure other major projects.
For B2C, we plan to work with ticketing platforms, tourist agencies, and social media influencers. Our goal is to showcase our future project in one or two major cities, i.e. New York and Las Vegas, and then expand into permanent venues or pop-up shops around the country. We can also license these projects out to interested third parties. Our future revenue model is five-pronged:
- sales of equipment to licensees,
"Space Center Houston is thrilled with how the whole exhibit turned out"- Paul Spana, Exhibits Manager
"What a fun working with these really talented and devoted artists"- Ian Schrager, Founder Studio54
The above individuals were not compensated in exchange for their testimonials. In addition, their testimonials should not be construed as and/or considered investment advice.
The Sila Sveta brand's story dates back to 2007 when its two co-founders, Alexander Us and Alexey Rozov, decided to retrofit some second-hand Chinese slide projectors and use them for a 3D projection show. They didn't own a garage, so they worked from home, and then moved to a small space provided by their first customer, a night club, together with their first two employees.
In January 2015, they joined forces with Andrey Kostyuk and co-founded Sila Sveta Inc.*, a Delaware entity, to serve the North America market. Our two producers, Paulina Zakh and Sveta Ermolaeva, oversee and manage everything that we deliver through Sila Sveta Inc, together with Joshua Smith, our Head of PR & Marketing.
Sila Sveta has embarked on a new journey of delivering family digital entertainment. First off, we are building a Digital Zoo – a place for families to go and enjoy interacting closely with animals, without trapping them behind bars. We are thrilled about creating an experience like this for both children and adults alike and believe this will change the future of interactive entertainment.
*Investors investing in this round will only be investing Sila Sveta Inc, not Sila Sveta Global.
How many full-time and part-time employees (including founders) do you currently have?
We currently have five full-time employees, including Alexander Us, Global Creative Director; Alexey Rozov, General Producer; Paulina Zakh and Sveta Ermolaeva, both are producers; and Aizada Muratbek kyzy, the office manager.
We have about ten part-time employees, including our co-founder Andrey Kostyuk, CFO, Investor Relations. Also we had identified teams which work on the projects with us, both designing the content and delivering the actual experience to the audience. They are not salaried and are paid per project.
Note that our CFO Andrey Kostyuk also runs Taurus Aurum Global Property Investment Fund, and is not expected to join full-time because of his involvement in other businesses.
How many full-time employees and part-time employees (including founders) do you expect to have post-raise?
Initially we plan to have twelve to fifteen full-time employees. We will hire a CEO, a creative director, an art director, several designers, and an inbound marketing manager/sales lead. Then we plan to hire about 20 staff per each venue of Digital Zoo.
We plan to assemble a creative team to deliver the content for Digital Zoo Phase 1.
Currently only Alexander Us, our Global Creative Director, is entitled to $90,000 annually proportionally to his time spent directly involved into the projects Sila Sveta Inc. delivers. The founders do not plan to substantially change this arrangement post-raise by increasing and/or establishing salaries.
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 $26,000 (under Reg CF only)
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.
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.
Every investor | Sila Sveta memorabilia
$2,500+ | Two free family tickets to the opening of NYC Digital Zoo (see pp. 19-24 of the deck) and $100 merchandise coupon
$5,000+ | Four free family tickets to the opening of NYC Digital Zoo (see pp. 19-24 of the deck) and $200 merchandise coupon
$15,000+ | Free non-expiring family ticket to any Digital Zoo in the US and five free family tickets to the opening of NYC Digital Zoo (see pp. 19-24 of the deck), $500 merchandise coupon, & two invitations for an event produced by Sila Sveta Inc. following the investment round
It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.
Sila Sveta, Inc. (“the Company”) was incorporated on January 30, 2015 under the laws of the State of Delaware, and is headquartered in New York, NY. Sila Sveta is an interactive media, production and conceptual design company engaged in work‐for‐hire digital content creation, video equipment reselling and technical supervision of projects for which the Company designs content.
The Company recognizes revenue only when all of the following criteria have been met:
- Persuasive evidence of an arrangement exists;
- Delivery has occurred or services have been rendered;
- The fee for the arrangement is fixed or determinable; and
- Collectability is reasonably assured.
The Company’s revenues during the two years ending December 31, 2017 and 2018 mainly consist of interactive media and production services.
Accounts Receivable and Allowance for Uncollectible Accounts: The Company recognizes an allowance for losses on accounts receivable deemed to be uncollectible. The allowance is based on an analysis of historical bad debt experience as well as an assessment of specific identifiable customer accounts. At December 31, 2018 and 2017, the Company determined an allowance for uncollectible accounts of $108,000 and $0, respectively, was necessary.
The Company has incurred losses from inception of approximately $773,739 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 flagship product, 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.
Liquidity and Capital Resources
The proceeds from the Offering are essential to our operations. We plan to use the proceeds as set forth above under "Use of Proceeds", which is an indispensable element of our business strategy. The Offering proceeds will have a beneficial effect on our liquidity, as we have approximately $65,000 in cash on hand as of June 21, 2019 which will be augmented by the Offering proceeds and used to execute our business strategy.
The Company currently does not have any additional outside sources of capital other than the proceeds from the Combined Offerings.
Capital Expenditures and Other Obligations
The Company does not intend to make any material capital expenditures in the future.
Trends and Uncertainties
After reviewing the above discussion of the steps the Company intends to take, potential Purchasers should consider whether achievement of each step within the estimated time frame is realistic in their judgment. Potential Purchasers should also assess the consequences to the Company of any delays in taking these steps and whether the Company will need additional financing to accomplish them.
The financial statements are an important part of this Form C and should be reviewed in their entirety. The financial statements of the Company are in the Data Room.
Digital out-of-home (DOOH) is developing at speed. It started with advertising, but is getting more and more about engagement and entertainment. We aim to become a major player in this market segment in North America.
USA Digital-Out-Of-Home Market was valued at $3,200 million in 2017, and is projected to grow steadily into the future in line or exceeding the global trend with only the digital ad market valued worldwide at $12,520 million USD in 2016 and forecasted to reach $26,210 million by 2023.
The problem society faces today is pretty much like the one in the analogous world of the past – lack of quality content and so disengagement of target audience, which potentially leads to slower adoption of DOOH by society. Our mission is to supply high-quality entertainment to the public as well as differentiate our corporate customers from their competition by smartly applying cutting-edge technologies.
Our competitive edge is that we have in-depth market knowledge and experience, a core team with international pedigree, and access to a creative talent pool which we harbor and nourish in and around the company. We differentiate ourselves on quality of execution, turnaround speed, and artistic touch in everything we do.
Our main competitors were Moment Factory and Obscura Digital (which became a part of MSGC and does not work for third parties any longer), and other smaller businesses and artists like The Mill, BureauBetak, Strangeloop Studios, Refik Anadol, Nonotak, so we believe we operate in a blue ocean.
Risks Related to the Company’s Business and Industry
The Company’s business model is capital intensive. The amount of capital the Company is attempting to raise in this Offering is not enough to sustain the Company’s current business plan. In order to achieve near and long-term goals, the Company will need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. If the Company is not able to raise sufficient capital in the future, then it will not be able to execute its business plan, its continued operations will be in jeopardy and it may be forced to cease operations and sell or otherwise transfer all or substantially all of its remaining assets, which could cause a Purchaser to lose all or a portion of his or her investment.
The Company has seen a 30% decline in Y/Y performance during Q2-Q4 2018. The company projected strong growth in 2019, and so far reached $909K in sales in 1H 2019 (unaudited), but if its 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.
Not all of the founders or key employees are currently working full time for the Company. As a result, certain of the Company's employees, officers, directors or consultants may not devote all of their time to the business, and may from time to time serve as employees, officers, directors and consultants of other companies. These other companies may have interests in conflict with the Company.
The Company currently has outstanding debt to the management team. The Company intends for a portion of the funds from the round to be used to pay down this related party debt. This may require the Company to dedicate a substantial portion of its cash flow from operations or the capital raise to pay principal of, and interest on, indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, carry out other business strategies, or other general corporate purposes.
The Company plans to implement new lines of business within existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, the Company may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove feasible. The Company may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not achieve market acceptance. As a result, the Company could lose business, be forced to price products and services on less advantageous terms to retain or attract clients, or be subject to cost increases. As a result, the business, financial condition, or results of operations may be adversely affected.
Failure to obtain new clients 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 sign a new contract, or when the client’s business has significant volume changes. Their clients may also reduce services if they decide to change marketing policies excluding DOOH component. 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.
The Company currently holds intellectual property but they may not be able to obtain new intellectual property. The Company has two trademarks registered in USA (Sila Sveta and digital magicians/d-mag), which is the key component of IPR protection strategy. However, changes in U.S. and foreign intellectual property law may impact their ability to successfully prosecute their IP applications. For example, the United States Congress and other foreign legislative bodies may amend their respective IP laws in a manner that makes obtaining IP more difficult or costly. Courts may also render decisions that alter the application of IP laws and detrimentally affect their ability to obtain such protection. Even if the Company is able to successfully register IP, this intellectual property may not provide meaningful protection or commercial advantage. Such IP may not be broad enough to prevent others from developing technologies that are similar or that achieve similar results to theirs. It is also possible that the intellectual property rights of others will bar the Company from licensing their technology and bar them or their customer licensees from exploiting any patents that issue from our pending applications. Finally, in addition to those who may claim priority, any patents that issue from our applications may also be challenged by their competitors on the basis that they are otherwise invalid or unenforceable.
The Company’s principal shareholders own voting control of the Company. Our current officers, directors, founders, and principal shareholders currently own a total of 100% of the total issued and outstanding capital stock of the Company. Our principal shareholders will own a majority of our Common Stock following the Offering. These shareholders are able to exercise significant control over all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control and might adversely affect the market price of our common stock. This concentration of ownership may not be in the best interests of all our shareholders.
The Company's existing investors have not waived their pre-emptive rights and currently plan on exercising those rights. The pre-emptive right entitles those investors to participate in this securities issuance on a pro rata basis. If those investors choose to exercise their pre-emptive right, it could dilute shareholders in this round. This dilution could reduce the economic value of the investment, the relative ownership resulting from the investment, or both.
The Company has conducted transactions with related parties. During the years ended December 31, 2018 and 2017, stockholders of the Company loaned funds for operations. These loans are non‐interest bearing and payable on demand. At December 31, 2018 and 2017, the amount of loans outstanding is $266,671 and $200,001, respectively, and are recorded under ‘Related‐party loans payable’ on the balance sheets.
The Sila Sveta trademark is currently owned by Sila Sveta, Inc., but the founders plan to transfer it to themselves, as individuals, at a future time. The founders also own Sila Sveta Global, a separate Russian entity that is operating under the name “Sila Sveta” outside of North America, thus their interests may not fully align with those of the investors in this round. The loss of the trademark may have a negative impact on the valuation of the Company.Risks Related to the Securities
The Crowd Notes will not be freely tradable until one year from the initial purchase date. Although the Crowd Notes may be tradable under federal securities law, state securities regulations may apply and each Purchaser should consult with his or her attorney. You should be aware of the long-term nature of this investment. There is not now and likely will not be a public market for the Crowd Notes. Because the Crowd Notes have not been registered under the 1933 Act or under the securities laws of any state or non-United States jurisdiction, the Crowd Notes have transfer restrictions under Rule 501 of Regulation CF. It is not currently contemplated that registration under the 1933 Act or other securities laws will be effected. Limitations on the transfer of the Crowd Notes may also adversely affect the price that you might be able to obtain for the Crowd Notes in a private sale. Purchasers should be aware of the long-term nature of their investment in the Company. Each Purchaser in this Offering will be required to represent that it is purchasing the Securities for its own account, for investment purposes and not with a view to resale or distribution thereof.
We are selling convertible notes that will convert into shares or result in payment in limited circumstances. These notes only convert or result in payment in limited circumstances. If the Crowd Notes reach their maturity date, investors (by a decision of the Crowd Note holders holding a majority of the principal amount of the outstanding Crowd Notes) will either (a) receive payment equal to the total of their purchase price plus outstanding accrued interest, or (b) convert the Crowd Notes into shares of the Company’s most senior class of preferred stock, and if no preferred stock has been issued, then shares of Company’s common stock. If no decision is elected, the maturity of the Note will automatically extend for another six months which can happen unlimited number of times. If there is a merger, buyout or other corporate transaction that occurs before a qualified equity financing, investors will receive a payment of the greater their purchase price plus accrued unpaid interest or the amount of preferred shares they would have been able to purchase using the valuation cap. If there is a qualified equity financing (an initial public offering registered under the 1933 Act or a financing using preferred shares), the notes will convert into a yet to-be-determined class of preferred stock. If the notes convert because they have reached their maturity date, the notes will convert based on a $13,000,000 valuation cap. If the notes convert due to a qualified equity financing, the notes will convert at a discount of 15%, or based on a $13,000,000 valuation cap. This means that investors would be rewarded for taking on early risk compared to later investors. Outside investors at the time of conversion, if any, might value the Company at an amount well below the $13,000,000 valuation cap, so you should not view the $13,000,000 as being an indication of the Company’s value.
We have not assessed the tax implications of using the Crowd Note. The Crowd Note is a type of debt security. As such, there has been inconsistent treatment under state and federal tax law as to whether securities like the Crowd Note can be considered a debt of the Company, or the issuance of equity. Investors should consult their tax advisers.
The Crowd Note contains dispute resolution provisions which limit your ability to bring class action lawsuits or seek remedy on a class basis. By purchasing a Crowd Note this Offering, you agree to be bound by the dispute resolution provisions found in Section 6 of the Crowd Note. Those provisions apply to claims regarding this Offering, the Crowd Notes and possibly the securities into which the Crowd Note are convertible. Under those provisions, disputes under the Crowd Note will be resolved in arbitration conducted in Delaware. Further, those provisions may limit your ability to bring class action lawsuits or similarly seek remedy on a class basis.
You may have limited rights. The Company has not yet authorized preferred stock, and there is no way to know what voting rights those securities will have. In addition, as an investor in the Regulation CF offering you will be considered a Non-Major Investor (as defined below) under the terms of the notes offered, and therefore, you have more limited information rights.
You will be bound by an investment management agreement which limits your voting rights. As a result of purchasing the notes, all Non-Major Investors (including all investors investing under Regulation CF) will be bound by an investment management agreement. This agreement will limit your voting rights and at a later time may require you to convert your future preferred shares into common shares without your consent. Non-Major Investors will be bound by this agreement, unless Non-Major Investors holding a majority of the principal amount outstanding of the Crowd Notes (or majority of the shares of the preferred equity the notes will convert into) held by Non-Major Investors vote to terminate the agreement.
A majority of the Company is owned by a small number of owners. Prior to the Offering, the Company’s current owners of 20% or more of the Company’s outstanding voting securities beneficially own up to 100% of the Company’s voting securities. Subject to any fiduciary duties owed to our other owners or investors under Delaware law, these owners may be able to exercise significant influence over matters requiring owner approval, including the election of directors or managers and approval of significant Company transactions, and will have significant control over the Company’s management and policies. Some of these persons may have interests that are different from yours. For example, these owners may support proposals and actions with which you may disagree. The concentration of ownership could delay or prevent a change in control of the Company or otherwise discourage a potential acquirer from attempting to obtain control of the Company, which in turn could reduce the price potential investors are willing to pay for the Company. In addition, these owners could use their voting influence to maintain the Company’s existing management, delay or prevent changes in control of the Company, or support or reject other management and board proposals that are subject to owner approval.
Start-up investing is risky. Investing in startups is very risky, highly speculative, and should not be made by anyone who cannot afford to lose their entire investment. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup or early-stage venture often relies on the development of a new product or service that may or may not find a market. Before investing, you should carefully consider the specific risks and disclosures related to both this offering type and the company which can be found in this company profile and the documents in the data room below.
Your shares are not easily transferable. You should not plan on being able to readily transfer and/or resell your security. Currently there is no market or liquidity for these shares and the company does not have any plans to list these shares on an exchange or other secondary market. At some point the company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a "liquidation event" occurs. A "liquidation event" is when the company either lists their shares on an exchange, is acquired, or goes bankrupt.
The Company may not pay dividends for the foreseeable future. Unless otherwise specified in the offering documents and subject to state law, you are not entitled to receive any dividends on your interest in the Company. Accordingly, any potential investor who anticipates the need for current dividends or income from an investment should not purchase any of the securities offered on the Site.
Valuation and capitalization. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold.
You may only receive limited disclosure. While the company must disclose certain information, since the company is at an early-stage they may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long history. The company may also only obligated to file information periodically regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events — through continuing disclosure that you can use to evaluate the status of your investment.
Investment in personnel. An early-stage investment is also an investment in the entrepreneur or management of the company. Being able to execute on the business plan is often an important factor in whether the business is viable and successful. You should be aware that a portion of your investment may fund the compensation of the company's employees, including its management. You should carefully review any disclosure regarding the company's use of proceeds.
Possibility of fraud. In light of the relative ease with which early-stage companies can raise funds, it may be the case that certain opportunities turn out to be money-losing fraudulent schemes. As with other investments, there is no guarantee that investments will be immune from fraud.
Lack of professional guidance. Many successful companies partially attribute their early success to the guidance of professional early-stage investors (e.g., angel investors and venture capital firms). These investors often negotiate for seats on the company's board of directors and play an important role through their resources, contacts and experience in assisting early-stage companies in executing on their business plans. An early-stage company may not have the benefit of such professional investors.
Representatives of SI Securities, LLC are affiliated with SI Advisors, LLC ("SI Advisors") 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 Sila Sveta. Once Sila Sveta accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Sila Sveta in exchange for your securities. At that point, you will be a proud owner in Sila Sveta.
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, Sila Sveta has set a minimum investment amount of US $1,000.
Accredited investors investing $20,000 or over do not have investment limits.
You are a partial owner of the company, you do own securities after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.
In certain circumstances a company may terminate its ongoing reporting requirement if:
- The company becomes a fully-reporting registrant with the SEC
- The company has filed at least one annual report, but has no more than 300 shareholders of record
- The company has filed at least three annual reports, and has no more than $10 million in assets
- The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
- The company ceases to do business
However, regardless of whether a company has terminated its ongoing reporting requirement per SEC rules, SeedInvest works with all companies on its platform to ensure that investors are provided quarterly updates. These quarterly reports will include information such as: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) any notable press and news.
Currently there is no market or liquidity for these securities. Right now Sila Sveta does not plan to list these securities on a national exchange or another secondary market. At some point Sila Sveta 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 Sila Sveta 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 Sila Sveta'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 Sila Sveta's Form C. The Form C includes important details about Sila Sveta'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 account's portfolio page by clicking your profile icon in the top right corner.
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.