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SwayBrand

Marketplace connecting brands and diverse brand ambassadors for culturally relative content and insights

SwayBrand 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 5.00% 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

  • Signed contract with Conagra Brands, opening up engagement opportunities across their 70 consumer brands
  • NFLPA Startup Pitch Competition winner in January 2020, and signed partnership with NBA Legends (the National Basketball Retired Players Association)
  • Key investors include Michael Alter (Chicago Sky), Mike Gamson (Relativity), and J Schwan (Kin + Carta)
  • Established partnership with Shipbob, yielding access to a sales channel with over 5,000 DTC brands
  • Connecting brands with data insights and a diverse talent pool co-founded by a computer engineer executive and former NFL athlete

Fundraise Highlights

  • Total Amount Raised: US $324,991
  • Total Round Size: US $950,000
  • Raise Description:  Pre-Seed
  • Minimum Investment:  US $1,000 per investor
  • Security Type:  Preferred Equity
  • Pre-Money valuation :  US $6,827,953
  • Offering Type:   Side by Side Offering

SwayBrand is a two-sided digital marketplace, building a network of agencies, brands and creators with a shared vision of an equitable future of connecting and collaborating through respectful, creative partnerships


SwayBrand believes that connecting brands to the originators of cultural trends and movements can cultivate equity in culture and breadth of brand impact.

Black American culture drives trends, impacts buying decisions, and moves the needle for brands, on a global scale. To date, multicultural and diverse creators have not properly captured the economic value of their creativity, cool and influence — their sway.

At the same time, most brands lack the cultural intelligence and devotion necessary to produce authentic, relevant, and impactful content; and therefore need access to multicultural creators. SwayBrand , built by Black founders and managed by Black executives, is facilitating that connection.

Our platform houses a  two-sided digital marketplace that bridges the access gap between brands and creators by building authentic partnerships. These partnerships give brands access to exclusive, culturally relevant content, insights and data from The Culture.

SwayBrand provides brands a combination of benefits including:

Exclusive Insights + Content
Authentic content and cultural data and insights that look to unlock the immense buying power of diverse audiences and allows brands to grow with the speed of culture.

Agile Cultural Access
Connection to a marketplace of multicultural creators to establish relationships that allow agility in developing content. Content authentically flows with The Culture and profoundly impacts your brand relevance and reach.

Premium Talent
A quality over quantity model. SwayBrand's brand ambassadors, or "Authentikas" are vetted and approved by our team to ensure authenticity and quality of content and impact.

Media Mentions

The Team

Founders and Officers

Horace L. Flournoy

Co-Founder & CEO

Horace visualizes, builds and grows creative business models. "Give back and Lift as you Climb."

Horace L. Flournoy

Co-Founder & CEO

Horace visualizes, builds and grows creative business models. "Give back and Lift as you Climb."

Israel Idonije

Co-Founder

Israel Idonije played in the National Football League for 11 years. He is the founder of iF Charities (formerly the Israel Idonije Foundation) and a successful entrepreneur. Idonije embodies the phrase "Dream Big!" He believes anyone can achieve great things in life.

Israel Idonije

Co-Founder

Israel Idonije played in the National Football League for 11 years. He is the founder of iF Charities (formerly the Israel Idonije Foundation) and a successful entrepreneur. Idonije embodies the phrase "Dream Big!" He believes anyone can achieve great things in life.

Key Team Members

Lauren Richard

COO

Rondel Holder

CMO

Alex Wen

Web Developer

Alexia Quincy

Brand Strategist

Samantha Johnson

Authentika Recruitment

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:
    Pre-Seed

  • Round size:
    US $950,000

  • Raised to date:
    US $324,991
    US $74,991 (under Reg CF only)

  • Minimum investment:
    US $1,000

  • Target Minimum:
    US $200,000
  • Key Terms

  • Security Type:
    Preferred Equity

  • Share price:
    US $4.32374

  • Pre-Money valuation:
    US $6,827,953

  • Option pool:
    15.0%

  • Is participating?:
    False

  • Liquidation preference:
    1.0x
  • 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.


  • Closing conditions:
    While SwayBrand has set an overall target minimum of US $200,000 for the round, SwayBrand 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 SwayBrand's Form C.

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

  • Use of Proceeds

    Prior Rounds

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


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

    Pre-Seed

  • Round Size
    US $300,000
  • Closed Date
    Oct 1, 2020
  • Security Type
    Convertible Note
  • Valuation Cap
    US $3,000,000
  • Friends & Family

  • Round Size
    US $150,000
  • Closed Date
    Feb 1, 2018
  • Security Type
    Common Equity
  • Pre-Money valuation
    US $1,000,000
  • Market Landscape

    U.S. Social Media Advertising Market (Statista) 


    SwayBrand is a Black-founded startup led by a diverse team of entertainment, technology, and culture professionals reimagining the influencer marketplace. As a tech platform that builds relationships, we like to think in both code and DNA. The multicultural experiences and insights behind our technology are key to leveling up culture.

    How we’re different:

    Unlike our competitors who may treat influencers as a commodity, we see each of our brand ambassadors, or 'Authentikas', as a creative partner in shaping the future.

    We deliver exclusive, culturally relevant data collected through our platform. This data helps brands capture cultural nuances and our insights allow brands to leverage it into valuable actions for brand partnerships and growth.

    We offer agencies and brands access to multicultural creators, trends, and diverse audiences that gives them an advantage via authentic cultural currency.

    We connect multicultural creators to brands who offer fair compensation for the value of their cultural intelligence, relevance, and creativity.

    SwayBrand welcomes investments that go beyond funding. We also ask for emotional investment in our mission. Aligning with us is an opportunity to authentically activate allyship and be a part of bringing equity to culture.

    We’re offering the unique perks of breaking systemic barriers, bridging cultural gaps, and building an equitable future, by investing in the platform that allows diverse ambassadors and progressive brands the marketplace to connect and grow.

    Risks and Disclosures

    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. 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.

    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's business could be negatively impacted by cybersecurity threats, attacks, and other disruptions. Like others in its industry, the Company may face advanced and persistent attacks on its information infrastructure where it manages and stores various proprietary information and sensitive/confidential data relating to its operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack its products or otherwise exploit any security vulnerabilities. These intrusions sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs. Experienced computer programmers and hackers may be able to penetrate the Company's network security and misappropriate or compromise its confidential information or that of its customers or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that the Company produces or procure from third parties may contain defects in design or manufacture, including "bugs" and other problems that could unexpectedly interfere with the operation of the information infrastructure. A disruption, infiltration or failure of the Company's information infrastructure systems or any of its data centers as a result of software or hardware malfunctions, computer viruses, cyber attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect the business.

    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 expenses will significantly increase as they seek to execute their current business model. Although the Company estimates that it has enough runway for 2-3 months, they will be ramping up cash burn to promote revenue growth, further develop R&D, and fund other Company operations after the raise. The Company believes that it is able to continue extracting cash from sales to sustain and extend its runway. Doing so could require significant effort and expense or may not be feasible.

    The Company’s cash position is relatively weak. The Company currently has limited cash balances as of February 24, 2021, equating to approximately 2-3 month(s) 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 dividend rights of holders of Series Seed Preferred Stock may be limited. Although the Company does not anticipate paying any cash dividends for the foreseeable future, the dividend rights for preferred shareholders is limited by a cap. Should the Company pay dividends higher than the preferred preference, holders of Common Stock may receive a higher payment than holders of Series Seed Preferred.

    The Company has not filed a Form D for its prior Convertible Note offering. 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 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.

    The Company has outstanding Related Party debt. The Company owes Rose & Shield, Inc. for a loan totaling $35,784 as of January 31, 2020. This loan was issued on December 20, 2018 and accrues interest at the rate of 6% per annum, beginning in October 2019. Rose & Shield, Inc. is a related party  and is managed and owned by the CEO and co-founder of the Company. Please see Reviewed Financials in the Data Room for more information.

    The Company has an outstanding PPP loanThe Company owes PNC Bank for a Small Business Association Paycheck Protection Program loan totaling $5,000. This loan has been granted in April 2020 and accrues at an interest rate of 1% per annum and has a maturity of April 2022.

    The Total Amount Raised may include investments made outside of the SeedInvest platform via Regulation D. $275,000 has been raised prior to the launch of the SeedInvest campaign. The earliest investment counted towards the escrow target was made on October 30, 2020. There is no guarantee that the Company has this cash available for operations as of the date of launch.

    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.

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


    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, SwayBrand 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 SwayBrand does not plan to list these securities on a national exchange or another secondary market. At some point SwayBrand 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 SwayBrand 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 SwayBrand'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 SwayBrand's Form C. The Form C includes important details about SwayBrand'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.