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Invest in TipSnaps

Social media platform that allows influencers to sell exclusive content directly to their fans.

  • $37,500Amount raised
  • $1,000Minimum
  • $3,500,000Valuation cap

Purchased securities are not currently tradeable. Expect to hold your investment until the company lists on a national exchange or is acquired.

TipSnaps is offering securities under both Regulation D and Regulation CF 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 D and Regulation CF involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest. Furthermore, the contents of the Highlights, Term Sheet sections have been prepared by SI Securities and shall be deemed broker-dealer communications subject to FINRA Rule 2210 (the “Excluded Sections”). With the exception of the Excluded Sections noted above, this profile contains offering materials prepared solely by TipSnaps without the assistance of SI Securities, and not subject to FINRA Rule 2210 (the “Issuer Profile”). The Issuer 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

  • Company reached profitability in 2018 without raising funds from outside investors; fully bootstrapped by single founder.
  • Over $1.2 million in Total Historical Gross Service Volume (reflects the total amount that followers spend on the Company's platform); resulting in $232,000+ in Historical Service Fees to TipSnaps(unaudited).
  • 279,000+ registered users growing at a MoM rate of 30% (based on growth rate from May 2017 to June 2019).
  • 4.9 million unique visitors and 25.7 million pageviews (through May 2019).

Fundraise Highlights

  • Total Amount Raised: US $37,500
  • Total Round Size: US $500,000
  • Raise Description:  Seed
  • Minimum Investment:  US $1,000 per investor
  • Security Type:  Crowd Note
  • Valuation Cap:  US $3,500,000
  • Offering Type:   Side by Side Offering

TipSnaps is democratizing the influencer economy by allowing mobile-first content creators to independently run a subscription business and directly monetize their mobile content.


Instagram, Snapchat, and other social media platforms do not support monetization for content creators/influencers. All monetization must happen outside of the platform, typically through brand partnerships.  This is very limiting.

TipSnaps allows anyone with significant social media  followership (1000+ followers) to sell exclusive content directly to their fans.  This democratizes the influencer economy by enabling content creators to unlock their earning potential and directly monetize their followership via a subscription business.  

The majority of popular social media users "influencers" do not have the know-how or resources to effectively monetize their accounts - in fact, many of these users do not even think of themselves as “influencers” yet(although this is changing).  Per a 2018 study from Mention.com, from the ~900M Instagram accounts, 121.5 million accounts are considered influencers, or have between 10k-1M followers.  This does not include Snapchat or Twitter users.

In the past, business or tech savviness was a pre-requisite for monetizing a social media account. But times are changing. Today, as long as a person has an authentic, unique/niche personality and content, that person can attract a significant following and ultimately should be able to monetize his/her follower base.  

TipSnaps is here to simplify & enable that monetization for the Maker. 

Pitch Deck

Product & Service

TipSnaps.com is a subscription membership platform that offers tools for mobile content creators, or "Makers", to run subscription content businesses, with ways to build relationships and provide exclusive experiences to their subscribers, or "Tippers".

We believe TipSnaps is popular among social media influencers on Instagram & Snapchat. Content creators  include comedians, models, fitness trainers, makeup artists, musicians, and other categories of creators who post regularly  online. It allows "Makers" to receive funding directly from their fans, or "Tippers", on a recurring basis or exchange content for a one-time "Tip" offer. 

The Business Model

In return for the service, TipSnaps charges a commission of 15%-25% for each transaction(Subscription or Tip) which includes payment processing fees, thus allowing the Maker to receive 75%-85% of the transaction.  Our margin ranges from 10-15% after payment processing fees, refunds, and chargebacks. We tier Makers' commission fees depending on their fraud history to optimize our earnings. 

The Strategy

121 million Instagram accounts have between 10K-1M followers. These accounts tend to be largely un-monetized. Influencers become popular for their content, or their niche personalities/stories, and usually do not have the know-how or resources to monetize content creatively.

TipSnaps provides two revenue streams for influencers to monetize their followers(Subscriptions & Tips). Soon we’re adding a third, Brand Partnerships. 

To date, we’ve targeted Makers exclusively on Instagram, and our user acquisition strategy has been primarily composed of direct messaging users on Instagram, with limited media spend. With this raise we plan on dramatically evolving our Maker acquisition efforts and targeting  new  niche Influencer verticals.

Strong Traction

TipSnaps reached profitability in 2018. TipSnaps  has generated over $1.2 million in Gross Services Volume*,  279,000 registered users,  4.9 million unique visitors , and 26 million pageviews since Launch (through July 2019). Bootstrapped with zero angel/seed investment. We believe TipSnaps will be able to take minimal investment and expand our marketing efforts focusing on Maker acquisition and platform enhancement development. 

* Includes both client spend and additional fees charged for other services, and reflects the total amount that followers spend on the Company's platform.

Team Story

Lyonel started work on TipSnaps in 2016. Leveraging his background in computer science and digital product management experience at Johnson & Johnson, Viacom, and Sony Music, Lyonel developed much of TipSnaps v1.0 personally. Lyonel had a vision & passion for the future of social media monetization. He observed traditional media gatekeepers becoming less relevant, and new niche influencer verticals becoming more prevalent. He predicted that fans would soon demand exclusive content and closer engagement with creators. An intuitive, mobile-first service must exist to support this. Hell-bent on proving the business model, and having the skills to execute, Lyonel bootstrapped, built, and launched TipSnaps.com. While juggling his full-time Product Manager role at J&J,  he spent 8 months pulling 4 hour night shifts(hiring help via Upwork and Fivver along the way), and launched the MVP in May 2017. After the launch, Lyonel used Instagram Direct Message to recruit Makers. This was the first "acquisition strategy". Sarah Barrick joined as a contractor in Jan 2019. With extensive social media marketing experience, Sarah is focusing on Maker Acquisition.

Founders and Officers

Lyonel Douge was raised during the early days of the modern internet (IRC, AOL Instant Messenger & Napster). With a passion for technology and the evolving internet, Lyonel pursued a degree in Computer Engineering from the University of Pittsburgh and graduated in 2006. Lyonel began his career as a C# full stack developer for a mid-size media firm. After two years as a developer, Lyonel realized his passion was in the business & product development of consumer technology. Lyonel pivoted to roles in Product management. After a move to NYC, Lyonel joined Sony Music and lead delivery of SME's first digital asset promotional distribution system. At Viacom, Lyonel managed and delivered Viacom’s first cross platform analytics & reporting tool; merging normalized data across digital and traditional(linear) business. Most recently, at Johnson & Johnson, Lyonel led a cross-functional team of 20+ members (Devs, QAs, etc.) as co-Product Owner of JNJ Consumer’s Drupal website platform. This platform where launches and hosts 500+ sites globally for JNJ Consumer companies. Sites such as Listerine.com, Tylenol.com and Johnsonsbaby.com. Lyonel serves as Product Manager for new feature development and operations & maintenance. As an entrepreneur, in 2014, Lyonel developed and launched a mobile health and wellness app: StandApp; it garnished over 50K downloads on the Apple App + Google Play stores. 

Lyonel Douge

CEO

Lyonel Douge was raised during the early days of the modern internet (IRC, AOL Instant Messenger & Napster). With a passion for technology and the evolving internet, Lyonel pursued a degree in Computer Engineering from the University of Pittsburgh and graduated in 2006. Lyonel began his career as a C# full stack developer for a mid-size media firm. After two years as a developer, Lyonel realized his passion was in the business & product development of consumer technology. Lyonel pivoted to roles in Product management. After a move to NYC, Lyonel joined Sony Music and lead delivery of SME's first digital asset promotional distribution system. At Viacom, Lyonel managed and delivered Viacom’s first cross platform analytics & reporting tool; merging normalized data across digital and traditional(linear) business. Most recently, at Johnson & Johnson, Lyonel led a cross-functional team of 20+ members (Devs, QAs, etc.) as co-Product Owner of JNJ Consumer’s Drupal website platform. This platform where launches and hosts 500+ sites globally for JNJ Consumer companies. Sites such as Listerine.com, Tylenol.com and Johnsonsbaby.com. Lyonel serves as Product Manager for new feature development and operations & maintenance. As an entrepreneur, in 2014, Lyonel developed and launched a mobile health and wellness app: StandApp; it garnished over 50K downloads on the Apple App + Google Play stores. 

Key Team Members

Sarah Barrick

Head of Marketing (Contractor)

Artur Edilyan

Fullstack Developer (Contractor)

Eduard Sargsyan

Fullstack Developer (Contractor)

Sebastian Paquiros

Support Manager (Contractor)

Prince Nixon Gomos

Social Media Manager (Contractor)

Marcus Scott

Operations Consultant (Contractor)

Term Sheet

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.

Fundraising Description

  • Round type:
    Seed

  • Round size:
    US $500,000

  • Raised to date:
    US $37,500
    US $17,500 (under Reg CF only)

  • Minimum investment:
    US $1,000

  • Target Minimum:
    US $150,000
  • Key Terms

  • Security Type:
    Crowd Note

  • Conversion discount:
    20.0%

  • Valuation Cap:
    US $3,500,000

  • Interest rate:
    5.0%

  • Note term:
    18 months
  • Additional Terms

  • Investment Proxy Agreement

    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.


  • Custody of Shares

    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. 


  • Closing conditions:
    While TipSnaps has set an overall target minimum of US $150,000 for the round, TipSnaps 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 below $20,000. For further information please refer to TipSnaps'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

    Investor Perks

    $1,000 - TipSnaps T-Shirt & Swag  Pack

    $5,000 - TipSnaps T-Shirt & Swag Pack, VIP Invite to TipSnaps 2019 Christmas Party in NYC. Promising to be a great party with local NYC TipSnaps influencers. 

    $25,000 - TipSnaps T-Shirt & Swag Pack, VIP Invite to TipSnaps 2019 Christmas Party in NYC. Promising to be a great party with local NYC TipSnaps influencers. Quarterly Investor calls with the founder

    $50,000 -  TipSnaps T-Shirt & Swag Pack, VIP Invite to TipSnaps 2019 Christmas Party in NYC. Promising to be a great party with local NYC TipSnaps influencers. Quarterly Investor calls with the founder. Complimentary dinner with founder at 4 star restaurant in NYC.

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

    Market Landscape

    Key competitors in our market include Patreon.com & Onlyfans.com. 

    Patreon focuses on YouTube influencers, who are computer savvy. These creators leverage video and photo editing software to create content. Patreon is marketed as a crowdfunding platform for Creators. In our opinion, many Patreon users are fleeing due to political & creative bias the company has shown to discriminate against in the past year. Moreover, many Patreon users are simply not finding profitability. Patreon requires much more effort from a content and page management perspective than TipSnaps. Onlyfans has higher platform fees and is also heavily adult-oriented from a brand perspective.

    TipSnaps focuses on mobile-first creators and also aims to have lower platform fees than competitors in our space. TipSnaps focuses on the influencer who primarily uses their phone for content creation and still achieves large followership on social media. TipSnaps was designed to service the influencer who doesn't have the tech savvy to use photo/video editing software. Or the business savvy to execute robust marketing campaigns or content syndication across platforms. Our influencers snap a picture or video and upload to Instagram/Snapchat. TipSnaps is designed to mimic this experience, but allow users to monetize that content quickly and directly with their existing follower bases.

    This section represents management opinion and is meant for illustrative purposes. It does not represent the scope of competition in the marketplace, nor does it represent guarantees of future results, levels of activity, performance, or achievements.

    Risks and Disclosures

    Risks Related to the Company’s Business and Industry

    We have not prepared any audited financial statements. Therefore, you have no audited financial information regarding the Company’s capitalization or assets or liabilities on which to make your investment decision. If you feel the information provided is insufficient, you should not invest in the Company.

    The reviewing CPA has included a “going concern” note in the reviewed financials. The Company has limited operating history and has incurred a net loss from inception of $20,016, which 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 plan to raise additional capital, its ability to sustain profitable sales of its flagship service, and its ability to sustain positive operational cash flows. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.

    The Company does not have an employment contract in place with its team members. Employment agreements typically provide protections to the Company in the event of the employee’s departure, specifically addressing who is entitled to any intellectual property created or developed by those employees in the course of their employment and covering topics such as non-competition and non-solicitation. As a result, if the team members were to leave TipSnaps, the Company might not have any ability to prevent them from joining direct competition, or have any legal right to intellectual property created during their employment. There is no guarantee that an employment agreement will be entered into.

    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 forecasts 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 success depends on the experience and skill of its key team members. In particular, the Company is dependent on Lyonel Dougé. Currently there are no full-time employees in the Company. There can be no assurance that the key team members will continue to work on the Company for a particular period of time. The loss of the Company's key employees 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. Further, the Company does not have employment contracts in place with its team members. Employment agreements typically provide protections to the Company in the event of the employee’s departure, specifically addressing who is entitled to any intellectual property created or developed by those employees in the course of their employment and covering topics such as non-competition and non-solicitation. As a result, if the team members were to leave TipSnaps, the Company might not have any ability to prevent them from joining direct competition, or have any legal right to intellectual property created during their employment. There is no guarantee that an employment agreement will be entered into.

    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. 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 must correctly predict, identify, and interpret changes in consumer preferences and demand, offer new updates to meet those changes, and respond to competitive innovation. Consumer preferences for the Company's products change continually. Its success depends on its ability to predict, identify, and interpret the tastes and habits of consumers and to offer products that appeal to consumer preferences. If the Company does not offer products that appeal to consumers, its sales and market share will decrease. It must distinguish between short-term fads, mid-term trends, and long-term changes in consumer preferences. If the Company does not accurately predict which shifts in consumer preferences will be long-term, or if it fails to introduce new and improved products to satisfy those preferences, its sales could decline. In addition, because of its varied customer base, it must offer an array of products that satisfy the broad spectrum of consumer preferences. If the Company fails to expand its product offerings successfully across product categories, or if it does not rapidly develop products in faster growing and more profitable categories, demand for its products could decrease, which could materially and adversely affect its product sales, financial condition, and results of operations.

    In addition, achieving growth depends on its successful development, introduction, and marketing of innovative new products and line extensions. Successful innovation depends on its ability to correctly anticipate customer and consumer acceptance, to obtain, protect and maintain necessary intellectual property rights, and to avoid infringing the intellectual property rights of others and failure to do so could compromise its competitive position and adversely impact its business

    The Company's business could be negatively impacted by cybersecurity threats, attacks, and other disruptions. Like others in its industry, the Company continues to 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 plans to implement new lines of business or offer new products and services within existing lines of businesses. 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 Company's business, financial condition, or results of operations may be adversely affected.

    The Company’s cash position is relatively weak. The Company currently has only $700 in cash balances as of July 31, 2019. The Company could be harmed if it is unable to meet its cash demands, and the Company may not be able to continue operations if they are not able to raise additional funds.

    The Company has conducted transactions with related parties. During the years ended December 31, 2018 and 2017, the Company’s sole member processed transactions on the Company’s behalf. At December 31, 2018 and 2017, this activity resulted in a related party receivable of $9,425 and $9,608, respectively. These receivables are non-interest bearing and have no maturity date.

    Following this offering the Company will be controlled by a principal member: a holding company with no operations and which is wholly owned by the Founder of TipSnaps. The principal assets of the holding company are the membership interests of TipSnaps that it holds. This principal member will have substantial influence over the outcome of corporate actions requiring member approval, including the election of directors and the approval of significant corporate transactions and it may in some instances exercise this influence in a manner that advances its best interests and not necessarily those of other members. This concentration of ownership may have the effect of delaying, preventing, or deterring a change in control of the Company, which could deprive investors of the opportunity to receive a premium for membership interests as part of a sale, could adversely affect the market price of the Company and could impede growth. Presently, the Operating Agreement does not prevent members from taking action by written consent; therefore, members holding more than 50% of the Company’s outstanding voting power can take action without a member meeting. The lack of a requirement for a member meeting prior to taking such action means that minority members may be unable to articulate objections to the actions sought to be taken in the action by written consent.

    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 (provided the Company has converted into a C-Corporation). 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 of their purchase price plus outstanding interest, the amount of preferred shares they would have been able to purchase using the valuation cap (if the Company has converted into a C-Corporation prior), or, if the Company has not converted into a C-Corporation at that time, payment equal to the cash value of such preferred shares had the notes converted into preferred shares. 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, provided the Company has converted into a C-Corporation. If the notes convert because they have reached their maturity date, the notes will convert based on a $3,000,000 valuation cap. If the notes convert due to a qualified equity financing, the notes will convert at a discount of 20%, or based on a $3,000,000 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 $3,000,000 valuation cap, so you should not view the $3,000,000 as being an indication of the Company’s value.

    Conversion of the Crowd Note is conditional on the Company converting into a C-Corporation in the future. In order for the Crowd Note to convert into equity in the Company, the Company must first convert from a limited liability company to a C-Corporation. While the Company expects to convert into a C-Corporation in the future, there can be no guarantee that such conversion will be carried out. If the Company never converts into C-Corporation, then the Crowd Note will never convert into equity.

    We have not assessed the tax implications of using the Crowd Note. To the extent permitted by generally accepted accounting and tax principles, the Company and investors will treat, account and report the Crowd Note as debt and not equity for accounting and tax purposes and with respect to any returns filed with federal, state or local tax authorities. However, because the Crowd Note is a type of debt security, 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 investor proxy 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 investor proxy 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.

    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 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.

    TipSnaps'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 TipSnaps'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 $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.


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


    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. Social Security Number or passport
    5. 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.


    How much can I invest?

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

    Accredited investors investing $20,000 or over do not have 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 TipSnaps does not plan to list these securities on a national exchange or another secondary market. At some point TipSnaps 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 TipSnaps 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 TipSnaps'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 TipSnaps's Form C. The Form C includes important details about TipSnaps'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 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.


    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.