- Total Sales in 2017: $5M+
- Total Commercial Customers: 1,500+
- Customers include Nokia, Lenovo, Lockheed Martin, NASA, and Stanford University.
- Investors include Intel Capital and Navigo Capital.
- Vizible Beta customers include Turner Construction, Siemens, and Rockwell Collins.
- Experienced management team with 100+ years of combined VR experience, five (5) PhDs on staff, four (4) patents, and five (5) patents pending.
- 10x increase in companies signing up for Vizible Beta from June to December 2017.
- Total Amount Raised: US $2,284,692
- Total Investors: 1000
- Total Round Size: US $3,000,000
- Series A-1 :
- Minimum Investment: US $500 per investor
- : Preferred Equity
- US $19,000,000 :
- Side by Side Offering
Analysts believe that the use of augmented reality (AR) and virtual reality (VR) in businesses could grow to a $108B market by 2021 (up from $3.9B in 2016). One area that is poised to take advantage of these new technologies is business collaboration.
The rising globalization of business, coupled with the increasing costs of travel, requires better, more cost-effective ways to communicate and collaborate. That need has never been greater in manufacturing, engineering, architecture or construction, where the slightest miscommunication can lead to million-dollar mistakes and month-long delays.
Current collaboration technologies, such a telephony and video conferencing, don’t allow users in multiple places around the world to meet each other in a virtual space. Nor do they enable users to experience concepts and ideas as if they actually exist, like what a new car concept might be like to sit in, or what an architectural design will be like to live in. Only VR can provide that, and only Vizible makes it easy enough for anyone to do.
Vizible is cloud-based and designed for hosting secure, private meetings in VR. It’s designed for simplicity with a drag-and-drop interface that is immediately familiar to anyone who uses PowerPoint, Google docs, or GoToMeeting. In a nutshell, Vizible is the next step in business collaboration.
We already have Vizible customers across the globe providing a recurring revenue stream, as well as involved channel and technology partners. With more investment, we can expand our reach and bring Vizible to the masses.
“Vizible is transforming the future of healthcare design at STERIS Corporation.”
Michael Burton, Sr. Manager, Planning and Project Design Group
“The excitement of actually seeing something come to life is very reassuring. My only regret is that we didn’t do it a year ago!”
Thomas Tighe, CEO, Direct Relief
“Vizible really almost leapfrogs us from where we are now in marketing to where we’re going to be tomorrow.”
Jay Klanfer, SVP Business Development, Travel Group Hotels & Resorts
“The WorldViz team has a strong vision and an impressive track record of bringing real value to businesses. Virtuix and WorldViz share the vision of bringing VR to the masses.”
Jan Goetgeluk, CEO Virtuix
“The mix of decades of experience, virtual reality engineering expertise, and product vision is why Navigo Capital chose to invest in WorldViz. I’m excited about how WorldViz is helping to build a VR business ecosystem.”
Michael Probstel, Navigo Capital
“As an investor in WorldViz, I have marveled at their ability to innovate and build VR software tools that solve real-world problems. The WorldViz team has incredibly deep expertise in VR and shown the rare ability to understand where VR provides value and create visionary products that address a large market. I can't wait to see what the WorldViz team will accomplish in the future!"
Jack Loomis, Professor Emeritus, PhD UC Santa Barbara
**The individuals above were not compensated in exchange for their testimonials. In addition, their testimonials should not be construed as and/or considered investment advice.
What is Vizible?
Building on our long-established leadership in the enterprise VR space, WorldViz has launched a new VR collaboration solution called Vizible. Vizible is cloud-based and designed for secure, private meetings. The beta version of Vizible has already shown rapid user adoption, enabling professionals to create content and host a remote, private meeting with anyone for the purposes of communicating, collaborating, and training. We've accomplished this by engineering two major software components:
First, Vizible comes with a powerful desktop Presentation Designer that is easy to use. Similar to Microsoft PowerPoint, it lets users drag their own content (e.g., PDFs, videos, audio, and 3D models) into a VR presentation and position it wherever they want. While the tool is immediately familiar to anyone who has made a PowerPoint presentation before, its cloud-based, collaborative editing, and instant cloud sync make any Google Apps user feel right at home.
Second, we've launched our own secure, scalable cloud infrastructure that provides users the ability to hold VR meetings with anyone around the globe as conveniently as if they were setting up a web conference call. Synchronization of content across all users prior to the meeting is fully automatic, while synchronization (and optional recording) of all users' actions, movements, and audio is also handled by our servers. Our global cloud infrastructure assures high performance over the entire planet.
Once a user is invited to a Vizible meeting, all they need to do is accept the invitation, and then join the host using a PC, an Oculus Rift VR headset, a HTC Vive VR headset, or a 3D projection system. If users don’t have the required headsets, we can assist them in getting set up. Support for mobile VR devices, such as Google Daydream and Samsung Gear VR, as well as WebVR, is coming early 2018.
As pioneers in the VR industry, we’ve been overcoming the impossible to produce VR solutions to real industry problems long before VR gained broad attention.
With 15 years of proven industry experience in virtual reality, WorldViz provides guidance and leadership to those using the dynamic technology of virtual reality.
We first developed virtual reality technologies in the early 1990s along with psychologist and VR expert Jack Loomis to conduct research in human perception and behavior at MIT and the University of California. The technology that was developed in those labs contributed to some of the first fully-functional interactive VR systems in the world.
In 2002, as industry and academic interest in VR technology intensified and the piece part components began to rapidly evolve, we founded WorldViz. The company quickly advanced to industry trailblazer as our reputation for world-class service and groundbreaking VR solutions grew. For the following 15 years, we have been delivering VR solutions and guidance to research scientists, government leaders, and business teams in the United States and around the globe.
Today, we take pride in being the world leader in innovative enterprise-level VR solutions that meet clients’ needs whatever their industry and goals.
A Side by Side offering refers to a deal that is raising capital under two offering types. If you plan on investing less than US $20,000.00, you will automatically invest under the Regulation CF offering type. If you invest more than US $20,000.00, you must be an accredited investor and invest under the Regulation D offering type.
US $1,064,700 (under Reg CF only)
Vizible 12 month Investor subscription for up to 2 users
World's coolest Vizible T-shirt
VizBox Consumer Edition (includes state-of-the-art 3D headset Oculus CV1 with hand controllers, VR-ready laptop, and Pelican travel case)*
Vizible 12 months Investor subscription for up to 4 users
World's coolest Vizible T-shirt
Two VizBox Consumer Edition units (includes two state-of-the-art 3D headsets Oculus CV1 with hand controllers, two VR-ready laptops, and two Pelican travel cases)*
Vizible 12 months Investor subscription for up to 8 users
World's coolest Vizible T-shirt
Private Vizible meeting with WorldViz founders, private VIP demo of high-end Vizible presentations
Three VizBox Consumer Edition units (includes three state-of-the-art 3D headsets Oculus CV1 with hand controllers, three VR-ready laptops, and three Pelican travel cases)*
Vizible 24 months Investor subscription for up to 12 users
World's coolest Vizible T-shirt
*The VizBox Consumer Editions will be shipped for free to investors in the USA. Investors from outside the USA can pickup their Vizboxes at the WorldViz office, or arrange shipping to a pickup location in the USA. Alternatively individual shipping can be arranged for a charge for investors outside the USA, in line with shipping requirements and conditions for their individual countries.
It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.
The graph below illustrates theor the of WorldViz's prior rounds by year.
The Company is an industry leader in interactive virtual reality solutions. The Company’s flagship product is Vizible, a Virtual reality SaaS solution for business collaboration and online training. Other products include Vizard, the VR community's favored interactive immersive 3D content creation software, and PPT, the most cost effective wide-area motion tracking system currently available. WorldViz provides high quality, low-cost immersive 3D products to Fortune 500 companies, designers, manufacturers, educators, researchers, and other professionals, integrating cutting-edge VR products on the market and delivering complete turnkey solutions. The Company also provides VR services including custom app development, and event design.
The Company is privately held. The Company was organized as a Limited Liability Company in the state of California on May 2, 2002, and reincorporated as a Delaware corporation on February 6, 2018. The Company has a 100% wholly owned subsidiary, WorldViz UK Limited, which was incorporated as a private United Kingdom company in 2015. The Company also has a representative branch office in Taiwan.
Liquidity and Capital Resources
The proceeds from the Combined Offerings are essential to our operations. We plan to use the proceeds as set forth above under "Use of Proceeds", which is an indispensable element of our business strategy. The Combined Offering proceeds will have a beneficial effect on our liquidity, as we have $85,340 as of February 5, 2018 in cash on hand which will be augmented by the Combined Offering proceeds and used to execute our business strategy.
The Company does not have any additional sources of capital other than the proceeds from the Combined Offerings.
Capital Expenditures and Other Obligations
The Company does not intend to make any material capital expenditures in the future.
Trends and Uncertainties
After reviewing the above discussion of the steps the Company intends to take, potential Purchasers should consider whether achievement of each step within the estimated time frame is realistic in their judgment. Potential Purchasers should also assess the consequences to the Company of any delays in taking these steps and whether the Company will need additional financing to accomplish them.
The financial statements are an important part of this Form C and should be reviewed in their entirety. The financial statements were prepared prior to the Company’s conversion from a limited liability company to a c-corporation. The Company’s conversion did not make any substantive impact on the financial statements, which are attached hereto as Exhibit B.
**The Company's reviewed financial statements (in the Data Room) were prepared for the company prior to it’s conversion from WorldViz, LLC, a California limited liability company, to WorldViz, Inc., a Delaware C-corporation on February 6, 2018. The financial statements were prepared on a consolidated basis with WorldViz, LLC , WorldViz UK Limited (a wholly-owned subsidiary), and a representative branch in Taiwan.
Per a 2017 Kaiser Family Foundation analysis, 38M workers hold management/professional positions at firms larger than 100 employees in the U.S. 2.5% of these are considered technology “innovators” per “Crossing the Chasm” by Geoffrey Moore. We can address a $1.4B market of annual recurring revenue based on $125 per month subscription fees paid by 2.5% of 38M management professionals.
$700B gets spent annually on business trips, as reported by Statista in 2017. Vyopta Analytics found that 15% of business travel gets reduced when businesses invest in expensive telepresence technology. VR can achieve the same result at a tiny fraction of that cost. $105B would be saved if all U.S. businesses realized the 15% travel reduction with the benefit of VR technology.
Competitively, Vizible is strongly positioned today as the most sophisticated VR solution for both creation and collaboration accessible to non-technical users.
The SEC requires the Company to identify risks that are specific to its business and its financial condition. The Company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking). Additionally, early-stage companies are inherently more risky than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.
Risks Related to the Company’s Business and Industry
The Company has a low cash position of $85,340 as of February 5, 2018, which represents approximately one month of burn given Company projections. If the Company is unable to hit its revenue projections or raise additional capital, it may be unable to meet its financial obligations.
The Company faces competition from other companies in the enterprise virtual reality (“VR”) space. Existing companies that engage in the VR business or are within the enterprise tech space could introduce new or enhance existing products. If the Company is able to establish a market around its product, it may find that larger, better funded companies may enter the market, which could negatively impact the Company’s growth.
The Company has seen flat revenue over the last five quarters. If the Company is unable to begin growing its revenue, it will be unable to meet its projected revenue targets.
The Company has a long operating history. That the Company has not reached a large scale after 15 years of operation may be an indicator that there is not a large market for its products and services.
The Company has $602,226 in founder debt. The Company has $355,070 of long-term founder debt which shall be paid back after the Company has generated a minimum annualized EBITDA of at least $250,000 and $247,156 of short-term founder debt which shall be paid back once the Company’s aggregate cash balance equals or exceeds $2,200,000. See “Related Person Transactions - Loans”.
The Company is shifting the core focus of its business from its legacy products to the new Vizible platform. If the Company is unable to meet its growth projections for the new Vizible platform, this may have a detrimental impact on the business as this shift of focus may also hinder the Company’s ability to grow customers for its legacy products.
The Company has limited visibility into future revenue for its legacy products. Because the Company’s legacy products are largely one-off purchase agreements, it may be difficult for the Company to predict future revenue from these lines of their business.
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. We also rely on laws pertaining to trademarks and domain names to protect the value of our corporate brands and reputation. 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.
Effectively policing the unauthorized use of our services and technology is time-consuming and costly, and the steps taken by us may not prevent misappropriation of our technology or other proprietary assets. The efforts we have taken to protect our proprietary rights may not be sufficient or effective, and unauthorized parties may copy aspects of our services, use similar marks or domain names, or obtain and use information, marks, or technology that we regard as proprietary. We may have to litigate to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of others’ proprietary rights, which are sometimes not clear or may change. Litigation can be time consuming and expensive, and the outcome can be difficult to predict.
The Company will be closing the UK Subsidiary in 2018. The UK Subsidiary was not used for inventory or assembly of the Company's products, and operated solely to employ sales representatives overseas, who shipped and invoiced their sales directly from the Company. Only two sales employees were employed by the UK Subsidiary. In addition, the UK Subsidiary never operated in a physical location. While the Company expects the closing of the UK Subsidiary to create a minimal impact on the Company's business operations, such closing could still negatively impact the Company's sales and its reach of international consumers.
We are subject to rapid technological change and dependence on new product development. Our industry is characterized by rapid and significant technological developments, frequent new product introductions and enhancements, continually evolving business expectations and swift changes. To compete effectively in such markets, we must continually improve and enhance its products and services and develop new technologies and services that incorporate technological advances, satisfy increasing customer expectations and compete effectively on the basis of performance and price. Our success will also depend substantially upon our ability to anticipate, and to adapt our products and services to our collaborative partner’s preferences. There can be no assurance that technological developments will not render some of our products and services obsolete, or that we will be able to respond with improved or new products, services, and technology that satisfy evolving customers’ expectations. Failure to acquire, develop or introduce new products, services, and enhancements in a timely manner could have an adverse effect on our business and results of operations. Also, to the extent one or more of our competitors introduces products and services that better address a customer’s needs, our business would be adversely affected.
Our business could be negatively impacted by cyber security threats, attacks and other disruptions. Like others in our industry, we continue to face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary information and sensitive/confidential data relating to our operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack our 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 our network security and misappropriate or compromise our confidential information or that of our customers or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that we produce 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 our information infrastructure systems or any of our 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 our business.
The reviewing CPA has included a “going concern” note in the reviewed financials. The Company relies on outside sources to fund operations, did not generate positive cash flow from operations, and incurred losses from inception of approximately $4,028,503 during the years ended December 31, 2016 and December 31, 2015, which, among other factors, raises substantial doubt with the reviewing CPA about the Company's ability to continue as a going concern. The reviewing CPA observes that the ability of the Company to continue as a going concern is dependent upon management's plans to raise additional capital from the issuance of debt or the sale of stock, its ability to commence profitable sales under its current business model, and its ability to generate positive operational cash flow. The reviewing CPA also notes that the financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.
We are not subject to Sarbanes-Oxley regulations and lack the financial controls and safeguards required of public companies. We do not have the internal infrastructure necessary, and are not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. There can be no assurance that there are no significant deficiencies or material weaknesses in the quality of our financial controls. We expect to incur additional expenses and diversion of management’s time if and when it becomes necessary to perform the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.
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.
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.
Risks Related to the Securities
The Series A-1 Preferred Stock will not be freely tradable until one year from the initial purchase date. Although the Series A-1 Preferred Stock 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 Series A-1 Preferred Stock. Because the Series A-1 Preferred Stock have not been registered under the 1933 Act or under the securities laws of any state or non-United States jurisdiction, the Series A-1 Preferred Stock 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 1933 Act or other securities laws will be effected. Limitations on the transfer of the Series A-1 Preferred Stock may also adversely affect the price that you might be able to obtain for the Series A-1 Preferred Stock 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.
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 88.67% of the Company. 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.
Your ownership of preferred stock may be subject to dilution. If the Company conducts subsequent offerings of preferred stock or Securities convertible into preferred stock, issues stock pursuant to a compensation or distribution reinvestment plan or otherwise issues additional stock, investors who purchase stock in this Offering who do not participate in those other stock issuances will experience dilution in their percentage ownership of the Company’s outstanding stock. Furthermore, Purchasers may experience a dilution in the value of their stock depending on the terms and pricing of any future stock issuances (including the stock being sold in this Offering) and the value of the Company’s assets at the time of issuance.
Some of the existing holders of securities in the Company have preemptive and other anti-dilution rights that may limit the ownership percentages of investors in this Combined Offering. The Company has previously issued securities under agreements that give their holders the ability to exercise preemptive and other anti-dilution rights. The exercise of such rights may limit the ownership stake of investors investing through this Combined Offering.
You will be bound by an investment management agreement, which limits your voting rights. All Non-Major Purchasers of Series A-1 Preferred Stock 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 stock into common stock without your consent. Non-Major Purchasers will be bound by this agreement, unless Non-Major Purchasers holding a majority of the principal amount outstanding of the Series A-1 Preferred Stock held by Non-Major Purchasers vote to terminate the agreement.
The Securities will be equity interests in the Company and will not constitute indebtedness. The Securities will rank junior to all existing and future indebtedness and other non-equity claims on the Company with respect to assets available to satisfy claims on the Company, including in a liquidation of the Company. Additionally, unlike indebtedness, for which principal and interest would customarily be payable on specified due dates, there will be no specified payments of dividends with respect to the Securities and dividends are payable only if, when and as authorized and declared by the Company and depend on, among other matters, the Company’s historical and projected results of operations, liquidity, cash flows, capital levels, financial condition, debt service requirements and other cash needs, financing covenants, applicable state law, federal and state regulatory prohibitions and other restrictions and any other factors the Company’s board of managers deems relevant at the time. In addition, the terms of the Securities will not limit the amount of debt or other obligations the Company may incur in the future. Accordingly, the Company may incur substantial amounts of additional debt and other obligations that will rank senior to the Securities.
There can be no assurance that we will ever provide liquidity to Purchasers through either a sale of the Company or a registration of the Securities. There can be no assurance that any form of merger, combination, or sale of the Company will take place, or that any merger, combination, or sale would provide liquidity for Purchasers. Furthermore, we may be unable to register the Securities for resale by Purchasers for legal, commercial, regulatory, market-related or other reasons. In the event that we are unable to effect a registration, Purchasers could be unable to sell their Securities unless an exemption from registration is available.
The Company does not anticipate paying any cash dividends for the foreseeable future. The Company currently intends to retain future earnings, if any, for the foreseeable future, to repay indebtedness and to support its business. The Company does not intend in the foreseeable future to pay any dividends to holders of its stock of preferred stock.
Any valuation at this stage is difficult to assess. 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.
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 securities, typically equity, in the startups they back. To learn more about Reg CF and other offering types check out our blog and academy.
When you complete your investment on SeedInvest, your money will be transferred to an escrow account where an independent escrow agent will watch over your investment until it is accepted by WorldViz. Once WorldViz accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to WorldViz in exchange for your securities. At that point, you will be a proud owner in WorldViz.
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.
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, WorldViz has set a minimum investment amount of US $500.
Accredited investors investing $20,000 or over do not have investment limits.
You are a partial owner of the company, you do own securities after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.
In certain circumstances a company may terminate its ongoing reporting requirement if:
- The company becomes a fully-reporting registrant with the SEC
- The company has filed at least one annual report, but has no more than 300 shareholders of record
- The company has filed at least three annual reports, and has no more than $10 million in assets
- The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
- The company ceases to do business
However, regardless of whether a company has terminated its ongoing reporting requirement per SEC rules, SeedInvest works with all companies on its platform to ensure that investors are provided quarterly updates. These quarterly reports will include information such as: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) any notable press and news.
Currently there is no market or liquidity for these securities. Right now WorldViz does not plan to list these securities on a national exchange or another secondary market. At some point WorldViz 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 WorldViz either lists their securities on an exchange, is acquired, or goes bankrupt.
You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement. If invested under Regulation CF you may also receive periodic updates from the company about their business, in addition to monthly account statements.
This is WorldViz'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 WorldViz's Form C. The Form C includes important details about WorldViz's fundraise that you should review before investing.
For offerings made under Regulation CF, you may cancel your investment at any time up to 48 hours before a closing occurs or an earlier date set by the company. You will be sent a reminder notification approximately five days before the closing or set date giving you an opportunity to cancel your investment if you had not already done so. Once a closing occurs, and if you have not canceled your investment, you will receive an email notifying you that your securities have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, you may go to your portfolio page
If you invest under any other offering type, you may cancel your investment at any time, for any reason until a closing occurs. You will receive an email when the closing occurs and your securities have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your portfolio page.