- Signed its first City Government Contract in May, 2017
- Backed by 500 Startups; Other investors include Kevin Johnson, former mayor and NBA all-star, and Stanton Lee, CA Deputy Attorney General
- Signed a teaming agreement with a leading red-light camera company
- Two utility patents pending for receiving user submitted video of distracted drivers, and parking violations
- Amount raised:
- Seed :
- Minimum Investment: US $500 per investor
- : Crowd Note
- US $2,500,000 :
- Side by Side Offering
Text To Ticket is an innovative startup in the emerging field of distracted driving and ordinance enforcement. With proprietary technology and a team of entrepreneurs, Text To Ticket wants to disrupt the code enforcement industry. Our goal is to help make our streets safer by using citizens as sensors.
Text To Ticket wants to be a mobile app that provides cities with an effective and efficient code enforcement solution that also enables cities to capture additional revenue.
Text To Ticket currently provides an iOS and Android mobile application that allows citizens to submit videos of people using a mobile device while driving to law enforcements and receive a $5 bounty payout. Soon, Text To Ticket plans to bring out an integrated application that will allow citizens and government staff to submit code violations and service requests. Service requests can range from reporting potholes to broken streetlights or graffiti. Code enforcement ranges from texting and driving to illegal parking. The goal is to improve community, road, and pedestrian safety.
We plan to work closely with local law enforcement and county traffic courts to provide information needed to efficiently issue and enforce tickets. Our app tracks the video location, time, date, route and other necessary information for proper enforcement by the courts. Once the user records the violation, the submission is encrypted and sent securely to our servers where it is digitally signed to prevent tampering. Videos are reviewed and, if approved, are processed for ticket issuance.
We are committed to reducing the prevalence of distracted driving.
How Things Work Today
Many people may not realize that red light intersection cameras are privately owned and operated. These companies contract with cities to capture photos/videos of drivers running red lights. Law enforcement uses this evidence to issue tickets to the drivers. These companies receive up to 80% of the fine amount.
California issues approximately 359K tickets annually for distracted driving. Law enforcement estimates capturing less than 5% of these occurrences, leaving over 7 million distracted driving occurrences not ticketed.
In addition, Illegal parking is a huge nuisance to city residents and also represents a significant portion of city revenue, even though many illegally parked cars go un-cited due to lack of city resources.
Cities with significant parking citation revenue:
New York: $534 million
Los Angeles: $250 million
Chicago: $177 million
Houston: $136 million
Phoenix: $99 million
How The Future Looks
We believe cities are looking to adopt cost effective solutions while increasing citizen involvement. Text To Ticket takes a crowdsourced approach to traditional enforcement by utilizing citizens as sensors. An increase from 5% to 15% in capture rate, will represent $144 million in additional citations issued by the state($160 average fine amount). Text To Ticket calculates its addressable using 50% of fine amount.
Text To Ticket has partnered with a leading traditional red-light camera company, as they recognize that our platform could scale faster than traditional stationary cameras. Text To Ticket mutually benefits from these partnerships by extending our services through their existing red-light camera contracts.
Our Distracted Driving App allows users to submit videos of distracted drivers. This will aid cities in reducing the amount of cell phone use while driving, and improve community, road, and pedestrian safety. Our solution focuses on increasing road safety by only allowing and accepting videos to be submitted from passengers and pedestrians. Every video submission is reviewed to verify that it is not coming from a driver. Video submissions include various data points such as location, time, date, route, and other necessary information.
We are currently developing a Parking Enforcement component that leverages our technology to make a parking enforcement officer's job more efficient. Parking enforcement officers can reduce the amount of time it takes them to write a citation by 50%. Cities can also reduce their costs by not having to purchase and maintain expensive proprietary handheld ticketing devices. The application once carried out, will enable not only parking enforcement officers to submit violations, but the general public as well, giving cities the opportunity to generate additional revenue.
We also have a Service Request component in the pipeline, which will allow cities to interact with their communities more efficiently. Users can easily report pot holes, abandoned cars, graffiti, and broken street lights with the click of a button. Reports will route directly to the appropriate city department for resolution. Cities will also be able to connect with citizens by pushing notifications and sharing important information such as events and emergency content.
Behind The Scenes Technology
Our mobile app feeds data back to a web based portal that can allow cities full access and management of the submissions. The system can also provide customized workflows to route the submissions through review, citation processing, ticket issuance, and collection. We take an API-first approach to our platform, allowing our system to interface with many existing tools. We have two utility patents pending for receiving user submitted video of distracted drivers and parking violations.
Our data is highly secure, employing digital encryption at the point of being sent from the user to Text To Ticket, including digital signature encoding to impede any possible electronic record tampering. We utilize Violation Verification, which includes digital certifications and audit trails for each system transaction. We leverage a 256-bit Encrypted Notice Authorization Module that deploys robust user management and security protocols, with explicit authentication and user access protocols.
Each Transaction is documented and archived, resulting in a vertically-integrated solution and permanent safeguards throughout the entire life-cycle of the enforcement process. Text To Ticket does not require data and videos to be physically or electronically transferred between different vendors or City agencies, to ensure a preserved and secure chain of custody.
Text To Ticket was the brainchild of a group of friends. It started one night when they were all out in San Francisco. While on their way to cross the street, they were cut off and almost hit by a distracted driver. With backgrounds in public health, law enforcement, and entrepreneurship, it sparked a heated conversation and debate that lasted for the next several days. In the end, the idea of Text To Ticket was born. After several months of development, filing patents, and research, they were finally able to launch a product that they are all proud of. Distracted driving is a growing problem, and as a team, they are committed to making cities safer for drivers and pedestrians. We hope you will join us on our mission!
A Side by Side offering refers to a deal that is raising capital under two offering types. If you plan on investing less than US $20,000.00, you will automatically invest under the Regulation CF offering type. If you invest more than US $20,000.00, you must be an accredited investor and invest under the Regulation D offering type.
|Terms & Description|
|Investor Types||Accredited Only||Accredited and Non-accredited|
|Round size||US $750,000||US $750,000|
|US $0||US $43,200|
|Minimum investment||$20,000||US $500|
|US $300,000||US $300,000|
|US $2,500,000||US $2,500,000|
|Investment Management Agreement||All non-Major Purchasers will be subject to an Investment Management Agreement (“IMA”). The IMA will authorize an investment Manager to act as representative for each non-Major Purchaser and take certain actions for their benefit and on their behalf. Please see a copy of the IMA included with Text To Ticket's offering materials for additional details.||All non-Major Purchasers will be subject to an Investment Management Agreement (“IMA”). The IMA will authorize an investment Manager to act as representative for each non-Major Purchaser and take certain actions for their benefit and on their behalf. Please see a copy of the IMA included with Text To Ticket's offering materials for additional details.|
|Closing Terms||The Company is making concurrent offerings under both Regulation CF and Regulation D (the "Combined Offerings"). Unless the Company raises at least the Target Amount of $25,000 under the Regulation CF offering and a total of $300,000 under the Combined Offerings (the “Closing Amount”) by the last day of the campaign no securities will be sold in this offering, investment commitments will be cancelled, and committed funds will be returned.||The Company is making concurrent offerings under both Regulation CF and Regulation D (the "Combined Offerings"). Unless the Company raises at least the Target Amount of $25,000 under the Regulation CF offering and a total of $300,000 under the Combined Offerings (the “Closing Amount”) by the last day of the campaign no securities will be sold in this offering, investment commitments will be cancelled, and committed funds will be returned.|
Please see the financial information listed on the cover page of this Form C and attached hereto in addition to the following information. Financial statements are attached hereto as Exhibit A.
The Company has issued the following outstanding Securities:
The Company is authorized to issue 10,000,000 shares of common stock, no par value. Upon Inception, the Company agreed to issue 3,250,000 shares of common stock to its four founders. Of these shares, 1,000,000 is subject to vesting over a period of three years with a one-year cliff vest, 2,000,000 shares were purchased for $40,000, and 250,000 was purchased for $100. Accordingly, as of the date of Inception, $40,100 was included in the accompanying balance sheet as a subscription receivable.
On January 10, 2017, the Company issued 100,000 shares of common stock to one individual for a purchase price of $10,000.
On April 27, 2017, one individual received 250,000 shares of restricted common stock. One-third of the shares vest on the one-year anniversary of the grant with the remaining shares vesting monthly over the following two years.
In July 2017, one individual received 250,000 shares of restricted common stock. One-half of the shares vest on the one-year anniversary of the vesting commencement date and the remaining vest monthly over the following one year.
Subsequent to January 4, 2017, the Company entered into a promissory note with Gagan Johal, an officer and co-founder of the company, for $10,000 payable in full on completion of Series A funding. Unpaid principal after the due date shall accrue interest at a rate of 10% annually until paid.
On March 3, 2017, the Company entered into a KISS-A equity agreement with a $150,000 purchase price. This is a convertible security instrument issued by the Company to the investor which is convertible to Preferred Stock following the Company’s reception of gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale (or series of related sales)). After 18 months, the $150,000 may be converted at the option of the holder into the target shares or upon a corporate transaction, as defined by the agreement.
On August 6th, 2017, the Company entered into a promissory note with L&B Ventures, Inc for $52,000. The unpaid principal and accrued interest shall be payable upon the Text To Ticket receiving any funds (investments, sales, etc). It is agreed that at least 50% of funds that the Company receives (in sales, investments, etc) will go towards paying back the lender. this will represent the date (the “Due Date”). The Company can prepay this Note (in whole or in part) prior to the Due Date with no prepayment.
The Company has a limited operating history and has not generated revenue intended operations. The Company's business and operations are sensitive to general business and economic conditions in the U.S. and worldwide along with local, state, and federal governmental policy decisions. A host of factors beyond the Company's control could cause fluctuations in these conditions, including but not limited to: technological changes, changes in local laws, and consumer acceptance. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company's financial condition and the results of its operations.
The company will recognize revenues from services when (a) persuasive evidence that an agreement exists; (b) the service has been performed; (c) the prices are fixed and determinable and not subject to refund or adjustment; and (d) collection of the amounts due is reasonably assured.
The Company applies the principles of ASC 985-20, Software-Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed ("ASC 985-20"). ASC 985-20 requires that software development costs be charged to research and development expense until technological feasibility is established. With our current technology, technological feasibility of the underlying software is not established until substantially all product development and testing is complete, which generally includes the development of a working model. Prior to a product's release, if and when we believe capitalized costs are not recoverable, we expense the amounts as part of cost of sales.
Following the raise, we anticipate that the burn rate will increase to $15K-$40K/month with combined operations and payroll at 50% (depending on the raise amount).
Liquidity and Capital Resources
We will rely on debt and equity financing for working capital until positive cash flows from operations can be achieved, and have incurred operating losses since Inception. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Throughout the next 12 months, the Company intends to fund its operations with funding from co-founder contribution, additional debt and/or equity offerings, a proposed Regulation Crowdfunding offering, and revenue from our operations. If we cannot raise additional short-term capital, we may consume all of our cash reserved for operations. There are no assurances that management will be able to raise capital on terms acceptable to the Company. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. The balance sheet does not include any adjustments that might result from these uncertainties.
The Company does not have any additional sources of capital other than the proceeds from the Offering.
Capital Expenditures and Other Obligations
The Company does not intend to make any material capital expenditures in the future.
Material Changes and Other Information
Trends and Uncertainties
After reviewing the above discussion of the steps the Company intends to take, potential Purchasers should consider whether achievement of each step within the estimated time frame is realistic in their judgment. Potential Purchasers should also assess the consequences to the Company of any delays in taking these steps and whether the Company will need additional financing to accomplish them.
The financial statements are an important part of this Form C and should be reviewed in their entirety. The financial statements of the Company are attached hereto as Exhibit A.
As discussed in "Dilution" below, the valuation will determine the amount by which the investor’s stake is diluted immediately upon investment. An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their "sweat equity" into the company. When the company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of your stake is immediately diluted because each share of the same type is worth the same amount, and you paid more for your shares (or the notes convertible into shares) than earlier investors did for theirs.
There are several ways to value a company, and none of them is perfect and all of them involve a certain amount of guesswork. The same method can produce a different valuation if used by a different person.
Liquidation Value — The amount for which the assets of the company can be sold, minus the liabilities owed, e.g., the assets of a bakery include the cake mixers, ingredients, baking tins, etc. The liabilities of a bakery include the cost of rent or mortgage on the bakery. However, this value does not reflect the potential value of a business, e.g. the value of the secret recipe. The value for most startups lies in their potential, as many early stage companies do not have many assets (they probably need to raise funds through a securities offering in order to purchase some equipment).
Book Value — This is based on analysis of the company’s financial statements, usually looking at the company’s balance sheet as prepared by its accountants. However, the balance sheet only looks at costs (i.e. what was paid for the asset), and does not consider whether the asset has increased in value over time. In addition, some intangible assets, such as patents, trademarks or trade names, are very valuable but are not usually represented at their market value on the balance sheet.
Earnings Approach — This is based on what the investor will pay (the present value) for what the investor expects to obtain in the future (the future return), taking into account inflation, the lost opportunity to participate in other investments, the risk of not receiving the return. However, predictions of the future are uncertain and valuation of future returns is a best guess.
Different methods of valuation produce a different answer as to what your investment is worth. Typically liquidation value and book value will produce a lower valuation than the earnings approach. However, the earnings approach is also most likely to be risky as it is based on many assumptions about the future, while the liquidation value and book value are much more conservative.
Future investors (including people seeking to acquire the company) may value the company differently. They may use a different valuation method, or different assumptions about the company’s business and its market. Different valuations may mean that the value assigned to your investment changes. It frequently happens that when a large institutional investor such as a venture capitalist makes an investment in a company, it values the company at a lower price than the initial investors did. If this happens, the value of the investment will go down.
The market indicates that all things are turning to technology. From consumers turning their personal vehicles into taxis with Uber, to homeowners renting out their homes on Airbnb, markets have drastically changed in the way services are delivered. Traffic enforcement used to require a police officer pulling over a driver. Today, if you are speeding or running a red light, you just get a ticket in the mail. Technology is changing the way these services are being delivered.
About 359K distracted driving tickets are issued in California annually. Law enforcement believes these tickets represent less than 5% of the distracted driving occurrences. That means that at least 7 million tickets could have been issued in that year. This represents $1 billion in distracted driving fines in just one state.
Parking Enforcement will represent another revenue channel for Text To Ticket.
City annual parking revenue:
Los Angeles: $250 million
New York: $534 million
Chicago: $176 million
Houston: $136 million
Phoenix: $99 million
Capturing a small percentage of this market can result in significant revenue opportunities.
Risks Related to the Company’s Business and Industry
We rely on external financing to fund our operations. In addition, we expect capital outlays and operating expenditures to increase over the next several years as we expand our infrastructure, commercial operations, development activities and establish offices.
Our future funding requirements will depend on many factors, including but not limited to the following:
* The cost of expanding our operations;
* The financial terms and timing of any collaborations, licensing or other arrangements into which we may enter;
* The rate of progress and cost of development activities;
* The need to respond to technological changes and increased competition;
* The costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights;
* The cost and delays in product development that may result from changes in regulatory requirements applicable to our products;
* Sales and marketing efforts to bring these new product candidates to market;
* Unforeseen difficulties in establishing and maintaining an effective sales and distribution network; and
* Lack of demand for and market acceptance of our products and technologies.
Text to Ticket is pre-revenue. The company has an executed contract with a municipality that is scheduled to be paid once they complete the build out of the product. Before receiving payment, the company will need to finish the build out of the application. If they fail to deliver a refined and finished product they could not receive payment hurting their cash position. Also, if they fail to provide a finished product and fulfill this contract, they could risk hurting their reputation and their ability to obtain future contracts. Even though the application is available for download, it is still being refined, improved, and enhanced. The company is working on fine tuning the finished application and without these necessary improvements, the company could fail to obtain users as well as clients potentially risking the operations of the company.
We are subject to many U.S. federal and state laws and regulations, including those related to privacy, rights of publicity, and law enforcement. These laws and regulations are constantly evolving and may be interpreted, applied, created, or amended, in a manner that could harm our business. The technology and use of the technology in our product may not be legislated, and it is uncertain whether different states will legislate around this technology, and, if they do, how they will do so. Violating existing or future regulatory orders or consent decrees could subject us to substantial monetary fines and other penalties that could negatively affect our financial condition and results of operations.
We may not be successful in obtaining any issued patents. Our success depends significantly on our ability to obtain, maintain and protect our proprietary rights to the technologies used in our services. We have two utility patents pending for receiving user submitted video of distracted drivers, and parking violations. They only indicate that we are pursuing protection, but the scope of protection, or whether a patent will even be granted, is still undetermined. We are not currently protected from our competitors. Moreover, any patents issued to us may be challenged, invalidated, found unenforceable or circumvented in the future.
We have a limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters. We were incorporated under the laws of California on January 4, 2017. Accordingly, we have no history upon which an evaluation of our prospects and future performance can be made. Our proposed operations are subject to all business risks associated with new enterprises. The likelihood of our creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the inception of a business, operation in a competitive industry, and the continued development of advertising, promotions, and a corresponding client base. We anticipate that our operating expenses will increase for the near future. There can be no assurances that we will ever operate profitably. You should consider the Company’s business, operations and prospects in light of the risks, expenses and challenges faced as an early-stage company.
We may face potential difficulties in obtaining capital. We may have difficulty raising needed capital in the future as a result of, among other factors, our lack of an approved product and revenues from sales, as well as the inherent business risks associated with our company and present and future market conditions. Our business currently does not generate any sales and future sources of revenue may not be sufficient to meet our future capital requirements. We will require additional funds to execute our business strategy and conduct our operations. If adequate funds are unavailable, we may be required to delay, reduce the scope of or eliminate one or more of our research, development or commercialization programs, product launches or marketing efforts, any of which may materially harm our business, financial condition and results of operations.
In order for the Company to compete and grow, it must attract, recruit, retain and develop the necessary personnel who have the needed experience. Recruiting and retaining highly qualified personnel is critical to our success. These demands may require us to hire additional personnel and will require our existing management personnel to develop additional expertise. We face intense competition for personnel. The failure to attract and retain personnel or to develop such expertise could delay or halt the development and commercialization of our product candidates. If we experience difficulties in hiring and retaining personnel in key positions, we could suffer from delays in product development, loss of customers and sales and diversion of management resources, which could adversely affect operating results. Our consultants and advisors may be employed by third parties and may have commitments under consulting or advisory contracts with third parties that may limit their availability to us.
The development and commercialization of our products is highly competitive. We face competition with respect to any products that we may seek to develop or commercialize in the future. Our competitors include major companies worldwide. Many of our competitors have significantly greater financial, technical and human resources than we have and superior expertise in research and development and marketing approved products and thus may be better equipped than us to develop and commercialize products. These competitors also compete with us 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, our competitors may commercialize products more rapidly or effectively than we are able to, which would adversely affect our competitive position, the likelihood that our products will achieve initial market acceptance and our ability to generate meaningful additional revenues from our products.
We plan to implement new lines of business or offer new products and services 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, we 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. We 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, we 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, our business, financial condition or results of operations may be adversely affected.
Through our operations, we collect and store certain personal information that our customers provide to purchase products or services, enroll in promotional programs, register on our web site, or otherwise communicate and interact with us. We may share information about such persons with vendors that assist with certain aspects of our business. Security could be compromised and confidential customer or business information misappropriated. Loss of customer or business information could disrupt our operations, damage our reputation, and expose us to claims from customers, financial institutions, payment card associations and other persons, any of which could have an adverse effect on our business, financial condition and results of operations. In addition, compliance with tougher privacy and information security laws and standards may result in significant expense due to increased investment in technology and the development of new operational processes.
The Company’s success depends on the experience and skill of the board of directors, its executive officers and key employees. In particular, the Company is dependent on Gagan Johal, Jesse Day and Steve Nguyen who are Co-Founders of the Company. The Company has or intends to enter into employment agreements with Gagan Johal, Jesse Day and Steve Nguyen although there can be no assurance that it will do so or that they will continue to be employed by the Company for a particular period of time. The loss of Gagan Johal, Jesse Day, and Steve Nguyen or any member of the board of directors or executive officer could harm the Company’s business, financial condition, cash flow and results of operations.
The Company has indicated that it has engaged in certain transactions with related persons. Please see the section of the Form C entitled "Transactions with Related Persons and Conflicts of Interest" for further details. We rely heavily on our technology and intellectual property, but we may be unable to adequately or cost-effectively protect or enforce our intellectual property rights, thereby weakening our competitive position and increasing operating costs.
To protect our rights in our services and technology, we rely on a combination of copyright and trademark laws, patents, trade secrets, confidentiality agreements with employees and third parties, and protective contractual provisions. Despite our efforts to protect our proprietary rights, unauthorized parties may copy aspects of our services or technology, obtain and use information, marks, or technology that we regard as proprietary, or otherwise violate or infringe our intellectual property rights. In addition, it is possible that others could independently develop substantially equivalent intellectual property. If we do not effectively protect our intellectual property, or if others independently develop substantially equivalent intellectual property, our competitive position could be weakened.
If we do not respond to technological changes or upgrade our technology systems, our growth prospects and results of operations could be adversely affected. To remain competitive, we must continue to enhance and improve the functionality and features of our technology infrastructure. These improvements may require greater levels of spending than we have experienced in the past. Without such improvements, our operations might suffer from unanticipated system disruptions, slow application performance or unreliable service levels, any of which could negatively affect our reputation and ability to attract and retain customers and contributors.
We are and plan to continue working with municipalities. This is a difficult market to break into with a long sales cycle. Furthermore, it will be difficult for us to significantly increase the number of customers that we serve, or to establish ourselves as a well-known brand in the space.
We may use the proceeds of this offering to pay back outstanding loans. Our Co-Founder and officer Gagandeep Johal loaned the company $10,000 payable in full on completion of Series A funding. In addition, we have a $52K loan outstanding from L&B Ventures. Per the terms of this loan, the unpaid principal and accrued interest shall be payable upon Text To Ticket receiving any funds (investments, sales, etc). It is agreed that at least 50% of funds that the Company receives (in sales, investments, etc) will go towards paying back the lender. We may use the proceeds of this offering to pay back the above mentioned loans.
The reviewing CPA has included a “going concern” note in the reviewed financials. We may not have enough funds to sustain the business until it becomes profitable. Even if we raise funds through a crowdfunding round, we may not accurately anticipate how quickly we may use the funds and if it is sufficient to bring the business to profitability.
The company has not yet filed a form D for its pre-seed offering in March 2017. SEC rules require this notice to be filed by companies within 15 days after the first sale of securities in the offering. Additionally, to claim an exclusion or exemption from securities qualification under California law, a Form D filing must be submitted to the California Corporations Commissioner. 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. Although Text To Ticket has started the process of filing a form D, there is a risk that a late penalty could apply.
Risks Related to the Securities
The Crowd Note Convertible Notes will not be freely tradable until one year from the initial purchase date. Although the Crowd Note Convertible 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 Note Convertible Notes. Because the Crowd Note Convertible Notes have not been registered under the Securities Act or under the securities laws of any state or non-United States jurisdiction, the Crowd Note Convertible Notes have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the Securities Act or other securities laws will be affected. Limitations on the transfer of the Crowd Note Convertible Notes may also adversely affect the price that you might be able to obtain for the Crowd Note Convertible 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, and in certain circumstances only at the option of the Company. These notes do not have a maturity date and only convert or result in payment in limited circumstances. If there is a merger, buyout or other corporate transaction occurs before a qualified equity financing, investors will receive a payment of the greater of two times their purchase price or the amount of preferred shares they would have been able to purchase using the valuation cap. If there is a qualified equity financing (and only a financing using preferred shares will count for this purpose), the conversion price will be set for conversion into non-voting shares of a to-be-determined class of preferred stock. Investors in the Regulation CF offering will be considered non-major investors under the terms of the notes offered. Only major investors will have their notes converted at this time, notes held by non-major investors will only convert at the sole discretion of the Company or in the event of subsequent corporate transaction. Further, the notes convert at a discount of 20%, or based on a valuation cap meaning investors would be rewarded for taking on early risk compared to later investors. But you won’t know how much your investment is worth until that happens. The outside investors at the time conversion, if any, might value the Company at an amount well below the valuation cap, so you should not view the valuation cap as being an indication of the Company’s value. Further any interest on the notes is accrued interest, therefore you will not be paid interest payments on these notes. If you choose to invest, you should be prepared that your notes will never convert and will have no value.
It is unclear how the Crowd Note would be interpreted by a court if we were forced into litigation. We are using Crowd Notes in this offering. Crowd Notes are designed to offer equity in the Company at a future date when specified conditions occur. However, it is unclear how a court in Delaware would interpret the provisions of the Crowd Note in relation to our organization as a limited liability company and since the notes set the number of underlying securities an investor is entitled to now, but do not provide for interest or a maturity date and only convert in limited circumstances. Should we be forced to litigate the terms of the Crowd Note, it is possible that a court would not interpret the note as we do, thereby impacting the terms of the investment and possibly providing greater rights to some investors and lesser rights to others.
We have not assessed the tax implications of using the Crowd Note. The Crowd Note is a type of debt security that does not include a set maturity date. As such, there has been inconsistent treatment under state and federal tax law as to whether the Crowd Note can be considered a debt of the Company, or the issuance of equity. Investors should consult their tax advisers.
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 under the terms of the notes offered, and therefore upon any conversion you will receive shares of a Shadow Series with certain limited rights. Shadow Series shareholders may receive a different liquidation preference, may not have voting rights, and will receive quarterly business updates by the Company but may be limited in other information and inspection rights. Furthermore, the Company has issued and may issue convertible notes to investors outside of this offering. Those notes may convert earlier or under terms more favorable than the Crowd Note.
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 beneficially own up to 77.91% of the Company. Subject to any fiduciary duties owed to our other owners or investors under California 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.
You will be bound by an investment management agreement, which limits your voting rights. All Non-Major Purchasers of Crowd Notes 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 Purchasers will be bound by this agreement, unless Non-Major Investors holding a majority of the principal amount outstanding of the Crowd Notes vote to terminate the agreement.
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.
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 shares, 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 Text To Ticket. Once Text To Ticket accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Text To Ticket in exchange for your shares. At that point, you will be a proud owner in Text To Ticket.
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 government-issued identification
- 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.
The Crowd Note is a security which allows crowd investors to largely realize the same economic benefit traditional investors have historically received when investing in startups. For a convertible note round, investors under $20,000 will have their investment convert into preferred equity at liquidity event, locking in a share price at a discount to the next priced round, and will have an interest rate on their investment. Investors investing $20,000 and over will convert into preferred equity at the subsequent priced round at a discount to that priced round and will have an interest rate on their investment. For a priced round, investors under $20,000 will have their investment convert into preferred equity at a liquidity event, locking in the share price of the current round.
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, Text To Ticket 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 shares after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.
In certain circumstances a company may terminate its ongoing reporting requirement if:
- 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 shares. Right now Text To Ticket does not plan to list these shares on a national exchange or another secondary market. At some point Text To Ticket 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 Text To Ticket either lists their shares 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 Text To Ticket'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 Text To Ticket's Form C. The Form C includes important details about Text To Ticket'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 shares have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, you may go to your portfolio page
If you invest under any other offering type, you may cancel your investment at any time, for any reason until a closing occurs. You will receive an email when the closing occurs and your shares have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your portfolio page.