Form C that closed on November 04, 2020
Form C that closed on April 29, 2024
Form C that closed on April 30, 2022
Form C
This filing will not be reviewed by Wefunder.
The information below will be submitted to the SEC on your behalf.
Cover Page
- Form: Corporation
- Jurisdiction of Incorporation/Organization: DE
- Date of organization: 2/12/2018
Sacramento CA 95825
- Common Stock
- Preferred Stock
- Debt
- Other
- Yes
- No
- Pro-rata basis
- First-come, first-served basis
- Other
1 Deadline will be adjusted to be 365 days from when filed with SEC.
| Most recent fiscal year-end: | Prior fiscal year-end: | |
| Total Assets: | $867,828.00 | $599,405.00 |
| Cash & Cash Equivalents: | $760,102.00 | $472,547.00 |
| Accounts Receivable: | $10,310.00 | $27,658.00 |
| Current Liabilities: | $148,785.00 | $119,395.00 |
| Non-Current Liabilities: | $0.00 | $0.00 |
| Revenues/Sales: | $106,513.00 | $0.00 |
| Cost of Goods Sold: | $53,694.00 | $0.00 |
| Taxes Paid: | $2,523.00 | $2,450.00 |
| Net Income: | ($2,144,615.00) | ($1,292,781.00) |
Offering Statement
Respond to each question in each paragraph of this part. Set forth each question and any notes, but not any instructions thereto, in their entirety. If disclosure in response to any question is responsive to one or more other questions, it is not necessary to repeat the disclosure. If a question or series of questions is inapplicable or the response is available elsewhere in the Form, either state that it is inapplicable, include a cross-reference to the responsive disclosure, or omit the question or series of questions.
Be very careful and precise in answering all questions. Give full and complete answers so that they are not misleading under the circumstances involved. Do not discuss any future performance or other anticipated event unless you have a reasonable basis to believe that it will actually occur within the foreseeable future. If any answer requiring significant information is materially inaccurate, incomplete or misleading, the Company, its management and principal shareholders may be liable to investors based on that information.
The Company
company eligibility
- Organized under, and subject to, the laws of a State or territory of the United States or the District of Columbia.
- Not subject to the requirement to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.
- Not an investment company registered or required to be registered under the Investment Company Act of 1940.
- Not ineligible to rely on this exemption under Section 4(a)(6) of the Securities Act as a result of a disqualification specified in Rule 503(a) of Regulation Crowdfunding.
- Has filed with the Commission and provided to investors, to the extent required, the ongoing annual reports required by Regulation Crowdfunding during the two years immediately preceding the filing of this offering statement (or for such shorter period that the issuer was required to file such reports).
- Not a development stage company that (a) has no specific business plan or (b) has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies.
Directors of the Company
Director |
Principal Occupation | Main Employer |
Year Joined as Director |
| Ian Reeder | General Manager | Tech 2U | 2018 |
| Jordan Baldwin | Founder/Owner | Ridgeline Engineering | 2021 |
| Todd Fiore | President & CIO | Sircles Media Inc | 2018 |
| Michael Nashick | Controller | Tech 2U | 2018 |
| John Worthington | CEO | Sircles Media Inc | 2018 |
| Danny Hinkle | COO | Sircles Media Inc | 2018 |
| Rob Williams | Founder/Owner | Williams Broadcasting | 2021 |
Officers of the Company
| Officer | Positions Held | Year Joined |
| Ian Reeder | Secretary | 2018 |
| Todd Fiore | CIO | 2018 |
| Michael Nashick | CFO | 2018 |
| John Worthington | CEO | 2018 |
| Danny Hinkle | COO | 2018 |
Principal Security Holders
| Name of Holder | No. and Class of Securities Now Held |
% of Voting Power Prior to Offering |
| John Worthington | 8600000.0 Class A Common | 88.2 |
INSTRUCTION TO QUESTION 6: The above information must be provided as of a date that is no more than 120 days prior to the date of filing of this offering statement.
To calculate total voting power, include all securities for which the person directly or indirectly has or shares the voting power, which includes the power to vote or to direct the voting of such securities. If the person has the right to acquire voting power of such securities within 60 days, including through the exercise of any option, warrant or right, the conversion of a security, or other arrangement, or if securities are held by a member of the family, through corporations or partnerships, or otherwise in a manner that would allow a person to direct or control the voting of the securities (or share in such direction or control — as, for example, a co-trustee) they should be included as being "beneficially owned." You should include an explanation of these circumstances in a footnote to the "Number of and Class of Securities Now Held." To calculate outstanding voting equity securities, assume all outstanding options are exercised and all outstanding convertible securities converted.
Business and Anticipated Business Plan
INSTRUCTION TO QUESTION 7: Wefunder will provide your company's Wefunder profile as an appendix (Appendix A) to the Form C in PDF format. The submission will include all Q&A items and "read more" links in an un-collapsed format. All videos will be transcribed.
This means that any information provided in your Wefunder profile will be provided to the SEC in response to this question. As a result, your company will be potentially liable for misstatements and omissions in your profile under the Securities Act of 1933, which requires you to provide material information related to your business and anticipated business plan. Please review your Wefunder profile carefully to ensure it provides all material information, is not false or misleading, and does not omit any information that would cause the information included to be false or misleading.
RISK FACTORS
A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can afford to lose your entire investment.
In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document.
The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature.
These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.
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The Company may not be able to achieve its goals and financial projections: Sircles Media’s business plan, goals, and projections were prepared by its management and are based on numerous assumptions, which are subject to uncertainty due to the effects that economic, legislative, political or other changes may have on future events. Changes in the facts or circumstances underlying such assumptions could materially and adversely affect the Company’s goals and projections. To the extent assumed events do not materialize, actual results may vary substantially from the projected results and goals may not be achieved. As a result, no assurance can be given that Sircles Media will achieve the operating goals or financial results set forth in its financial projections and, accordingly, investors are cautioned about placing undue reliance thereon.
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The Company’s app, products and services may not be adopted by users to the extent anticipated: User adoption will be critical to the Company’s ability to meet its business plan and financial projections. User downloads, engagement and overall market adoption may not occur in the numbers or on the timeline anticipated by the Company, resulting in the Company being unable to achieve its goals.
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Limited Capitalization: Sircles Media has limited capitalization and may need additional financing to support existing and ongoing operations. There is no assurance that Sircles Media would be able to successfully obtain additional financing or do so on favorable terms. Should Sircles Media be unable to raise additional capital or generate sufficient revenues, Sircles Media may not be able to meet its obligations and investors in the SAFEs or stock could lose their entire investment.
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Risks relating to developing technology: The market for products and services in peer-to-peer referrals and marketing industry is characterized by rapid technological developments, frequent new product introductions, innovations, and evolving industry standards. The emerging character of these products and services and their rapid evolution will require Sircles Media’s continuous improvement in the performance, features and reliability of its products and services, particularly in response to competitive offerings. Sircles Media may not be successful in responding quickly, cost effectively and sufficiently to these developments. In addition, the widespread adoption of new technologies or standards could require Sircles Media to make substantial expenditures to modify or adapt its products and services. This could harm Sircles Media’s business, financial condition and operating results.
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Purchase price for Shares and SAFEs has been arbitrarily determined: The purchase price for any Shares and SAFEs offered has been arbitrarily determined by Sircles Media and bear no direct relationship to their book value or the value of its assets. As such, the purchase price for the Shares and SAFEs is not necessarily indicative of their value. No assurance is or can be given that any of the Shares or SAFEs, if transferable, could be sold for the purchase price or for any amount. Investors, especially earlier investors, could lose their entire investment.
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Inability to liquidate SAFEs: There is no public market for the SAFEs and investors may be unable to liquidate them if they need money. It is unlikely that an active market for SAFEs will develop or be sustained after the crowdfunding or foreseeable future. Therefore, investors may not be able to see the SAFEs they purchase.
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Reliance upon other companies: Sircles Media relies on various software API's and data storage companies to develop and operate the Sircles app, such as Amazon, Google, and TMDB, among others. Material changes to the pricing, breadth of service offerings, or service reliability of these companies could have a significant negative impact of Sircles Media’s ability to achieve its business goals or continue its operations.
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Design flaws/defects: Sircles Media services or features may contain design flaws or other defects that could require expensive modifications or result in a loss of client confidence, or may fail to elicit the desired behaviors necessary for high user retention and network effects to form. To the extent that Sircles Media does not effectively address or plan for design flaws or other defects, or any capacity constraints or system failures, Sircles Media’s business, results of operations and financial condition could be significantly harmed.
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Protection of Intellectual Property: Although Sircles Media intends to take commercially reasonable actions to protect its intellectual property rights, including evaluating and potentially filing for and obtaining certain copyrights, trademarks and patents with the United States Patent and Trademark Office (“USPTO”), if applicable, no assurances can be given that the intellectual property of Sircles Media (i) will not infringe upon the intellectual property rights of others, (ii) that the USPTO filings will occur, or if they do, that they will be approved and enforceable, or (iii) ultimately will be the sole property of Sircles Media. Sircles Media’s ability to compete effectively depends in part on developing and maintaining the proprietary aspects of its products. Sircles Media also cannot assure that any patents, copyrights, or trademarks, if obtained, will not be successfully challenged, invalidated, or circumvented in the future. In addition, no assurance can be given that competitors, many of which have substantial resources, have not already applied for, or obtained, or will not seek to apply for and obtain, patents, copyrights or trademarks that will prevent, limit or interfere with Sircles Media’s ability to make, use and sell its products and services either in the United States or in international markets. Sircles Media expects to rely heavily on trade secrets and proprietary know-how, which Sircles Media will seek to protect, in part, through confidentiality and proprietary information agreements. Sircles Media requires its employees and key consultants to execute confidentiality agreements upon the commencement of employment or a consulting relationship with Sircles Media. No assurance can be given that employees or consultants will not breach these agreements, that Sircles Media will have adequate remedies for any breach or that Sircles Media’s trade secrets will not otherwise become known to or be independently developed by competitors.
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Reliance on key personnel: Sircles Media’s ability to achieve anticipated revenues is substantially dependent on its ability to attract and retain skilled personnel, including management, software and app developers, promotors, and other service personnel. The loss of the services of one or more of Sircles Media’s executives, officers, key employees or service personnel, or the decision of one or more of such individuals or companies to join a competitor or otherwise compete directly or indirectly with Sircles Media could have a material adverse effect on Sircles Media’s business, operating results and financial condition. Sircles Media does not currently maintain key-man life insurance on any officer or employee of Sircles Media. In addition, Sircles Media believes that its future success will depend on its ability to attract and retain additional skilled developers, business development, sales, management, and marketing personnel. There is and will continue to be competition for such personnel in Sircles Media’s industry. New employees hired by Sircles Media generally require significant training. No assurance can be given that Sircles Media will be successful in attracting, training, and retaining qualified personnel, and the failure to do so could have a material adverse effect on Sircles Media’s business, operating results and financial condition. Some officers and board members of Sircles Media own and manage Tech Service 2U, Inc. (dba Tech 2U), a related party entity. We anticipate that Tech 2U and Sircles Media will continue to be simultaneously managed by the same officers and board members for the foreseeable future. The active management of these multiple entities simultaneously by the same officers and board members could negatively impact their ability to effectively manage one or all companies, which could have a material adverse effect on Sircles Media's business, operating results and financial condition.
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Rewards system risk: As part of its growth strategy, Sircles Media plans to offer incentives to users in the form of merchandise and discounts on services across its various service categories to reward users for different types of behavior when engaging the app. Management anticipates incurring significant expenses related to these rewards. The financial impact to the Company of these expenses cannot be known or reliably estimated at the time of filing this report because they are expected to be directly related to user adoption and activity within the app. Sircles Media intends to create a user agreement, to which users must agree as a condition of using the app, that limits the Company’s potential expenses related to these offerings, thus mitigating the possibility of significant financial harm to the Company. Sircles Media cannot guarantee the effectiveness of such efforts and agreement, and as a result, the Company may incur significant unanticipated financial harm.
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Reputational Damage
Sircles, its officers, directors, and key personnel could face reputational harm due to anonymous statements made by users on various popular public online forums, discussion boards, or social media platforms. Despite Sircles' proactive measures to manage and mitigate such reputational risks—including transparent communication, community engagement, and, where feasible, legal actions—our efforts may be limited. Many platforms allow users to post content anonymously, making it challenging or impossible to identify responsible parties and pursue legal remedies. Negative, misleading, or defamatory statements may harm Sircles' public image, hinder user growth, affect investor perception, and could have an adverse impact on our business, operational results, and overall value. -
Cybersecurity Risk: Sircles depends on maintaining user trust by ensuring the privacy and security of user data. While we proactively implement robust security measures—including encrypting all messages exchanged within Sircles chats and securely storing sensitive information like API keys and database credentials—no system is completely immune to cyber threats. A breach or compromise in our systems or networks could potentially result in unauthorized access to user information, disruption of services, or loss of user trust. Such an event could negatively impact user retention, damage our reputation, lead to financial liabilities, and adversely affect our business operations and growth.
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Other risk factors; Loss of entire investment: Other risk factors may exist that Sircles Media cannot contemplate at this time. Therefore, every investor must be able to bear the possible risk of loss of his, her, or its entire investment.
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Management’s judgment regarding use of proceeds: Sircles Media’s management, including the Board of Directors, will have broad discretion over the use of the net proceeds from the crowdfunding. Management has made only preliminary determinations as to the amount of net proceeds to be used based on its current expectations regarding Sircles Media’s financial performance and business needs over the foreseeable future. These expectations may prove to be inaccurate, as actual financial performance may differ from management’s current expectations, or Sircles Media’s business needs may change as its business and its industry evolve. As a result, the proceeds received by Sircles Media in crowdfunding may be used in a manner significantly different from its current plans. The Company may never receive a future equity financing or elect to convert the Securities upon such future financing. In addition, the Company may never undergo a liquidity event such as a sale of the Company or an IPO. If neither the conversion of the Securities nor a liquidity event occurs, the Purchasers could be left holding the Securities in perpetuity. The Securities have numerous transfer restrictions and will likely be highly illiquid, with no secondary market on which to sell them. The Securities are not equity interests, have no ownership rights, have no rights to the Company’s assets or profits and have no voting rights or ability to direct the Company or its actions.
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Michael Nashick and Ian Reeder are part-time officers. As such, it is likely that the company will not make the same progress as it would if that were not the case.
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The Company may never receive a future equity financing or elect to convert the Securities upon such future financing. In addition, the Company may never undergo a liquidity event such as a sale of the Company or an IPO. If neither the conversion of the Securities nor a liquidity event occurs, the Purchasers could be left holding the Securities in perpetuity. The Securities have numerous transfer restrictions and will likely be highly illiquid, with no secondary market on which to sell them. The Securities are not equity interests, have no ownership rights, have no rights to the Company’s assets or profits and have no voting rights or ability to direct the Company or its actions.
INSTRUCTION TO QUESTION 8: Avoid generalized statements and include only those factors that are unique to the issuer. Discussion should be tailored to the issuer's business and the offering and should not repeat the factors addressed in the legends set forth above. No specific number of risk factors is required to be identified.
The Offering
The Company intends to use the net proceeds of this offering for working capital and general corporate purposes, which includes the specific items listed in Item 10 below. While the Company expects to use the net proceeds from the Offering in the manner described above, it cannot specify with certainty the particular uses of the net proceeds that it will receive from this Offering. Accordingly, the Company will have broad discretion in using these proceeds.
| If we raise: | $100,000 |
| Use of Proceeds: | 30% towards product development, maintenance, and improvement of app. 60% towards user acquisition via influencer, grassroots and social media marketing, and other promotional vehicles. 4% on legal and other administrative costs. 6% Wefunder fees. |
| If we raise: | $3,923,089 |
| Use of Proceeds: | 25% towards product development, maintenance, and improvement of app. 68% towards user acquisition via influencer, grassroots and social media marketing, and other promotional vehicles. 1% on legal and other administrative costs. 6% Wefunder fees. Raising our maximum target allows us to more widely scale our marketing efforts, and to continue to invest heavily in user acquisition. |
INSTRUCTION TO QUESTION 10: An issuer must provide a reasonably detailed description of any intended use of proceeds, such that investors are provided with an adequate amount of information to understand how the offering proceeds will be used. If an issuer has identified a range of possible uses, the issuer should identify and describe each probable use and the factors the issuer may consider in allocating proceeds among the potential uses. If the issuer will accept proceeds in excess of the target offering amount, the issuer must describe the purpose, method for allocating oversubscriptions, and intended use of the excess proceeds with similar specificity. Please include all potential uses of the proceeds of the offering, including any that may apply only in the case of oversubscriptions. If you do not do so, you may later be required to amend your Form C. Wefunder is not responsible for any failure by you to describe a potential use of offering proceeds.
Delivery & Cancellations
Book Entry and Investment in the Co-Issuer. Investors will make their investments by investing in interests issued by one or more co-issuers, each of which is a special purpose vehicle (“SPV”). The SPV will invest all amounts it receives from investors in securities issued by the Company. Interests issued to investors by the SPV will be in book entry form. This means that the investor will not receive a certificate representing his or her investment. Each investment will be recorded in the books and records of the SPV. In addition, investors’ interests in the investments will be recorded in each investor’s “Portfolio” page on the Wefunder platform. All references in this Form C to an Investor’s investment in the Company (or similar phrases) should be interpreted to include investments in a SPV.
NOTE: Investors may cancel an investment commitment until 48 hours prior to the deadline identified in these offering materials.
The intermediary will notify investors when the target offering amount has been met. If the issuer reaches the target offering amount prior to the deadline identified in the offering materials, it may close the offering early if it provides notice about the new offering deadline at least five business days prior to such new offering deadline (absent a material change that would require an extension of the offering and reconfirmation of the investment commitment).
If an investor does not cancel an investment commitment before the 48-hour period prior to the offering deadline, the funds will be released to the issuer upon closing of the offering and the investor will receive securities in exchange for his or her investment.
If an investor does not reconfirm his or her investment commitment after a material change is made to the offering, the investor's investment commitment will be cancelled and the committed funds will be returned.
An Investor’s right to cancel. An Investor may cancel his or her investment commitment at any time until 48 hours prior to the offering deadline.
If there is a material change to the terms of the offering or the information provided to the Investor about the offering and/or the Company, the Investor will be provided notice of the change and must re-confirm his or her investment commitment within five business days of receipt of the notice. If the Investor does not reconfirm, he or she will receive notifications disclosing that the commitment was cancelled, the reason for the cancellation, and the refund amount that the investor is required to receive. If a material change occurs within five business days of the maximum number of days the offering is to remain open, the offering will be extended to allow for a period of five business days for the investor to reconfirm.
If the Investor cancels his or her investment commitment during the period when cancellation is permissible, or does not reconfirm a commitment in the case of a material change to the investment, or the offering does not close, all of the Investor’s funds will be returned within five business days.
Within five business days of cancellation of an offering by the Company, the Company will give each investor notification of the cancellation, disclose the reason for the cancellation, identify the refund amount the Investor will receive, and refund the Investor’s funds.
The Company’s right to cancel. The Investment Agreement you will execute with us provides the Company the right to cancel for any reason before the offering deadline.
If the sum of the investment commitments from all investors does not equal or exceed the target offering amount at the time of the offering deadline, no securities will be sold in the offering, investment commitments will be cancelled and committed funds will be returned.
Ownership and Capital Structure
The Offering
The SAFEs. We are offering securities in the form of a Simple Agreement for Future Equity (“SAFE”), which provides Investors the right to Preferred Stock in the Company (“Preferred Stock”), when and if the Company sponsors an equity offering that involves Preferred Stock, on the standard terms offered to other Investors.
Conversion to Preferred Equity. Based on our SAFEs, when we engage in an offering of equity interests involving Preferred Stock, Investors will receive a number of shares of Preferred Stock calculated using the method that results in the greater number of Preferred Stock:
- the total value of the Investor’s investment, divided by
- the price of Preferred Stock issued to new Investors multiplied by
- the discount rate (90%), or
- if the valuation for the company is more than $40,000,000.00 (the “Valuation Cap”), the amount invested by the Investor divided by the quotient of
- the Valuation Cap divided by
- the total amount of the Company’s capitalization at that time.
- For investors up to the first $300,000.00 of the securities, investors will receive a valuation cap of $30,000,000.00 and a discount rate of 90.0%. Wefunder VIP investors will be entitled to these terms for the entire duration of the offering, even if the threshold limit noted above is met.
Additional Terms of the Valuation Cap. For purposes of option (ii) above, the Company's capitalization calculated as of immediately prior to the Equity Financing and (without double-counting, in each case calculated on an as-converted to Common Stock basis):
- Includes all shares of Capital Stock issued and outstanding;
- Includes all Converting Securities;
- Includes all (i) issued and outstanding Options and (ii) Promised Options; and
- Includes the Unissued Option Pool, except that any increase to the Unissued Option Pool in connection with the Equity Financing shall only be included to the extent that the number of Promised Options exceeds the Unissued Option Pool prior to such increase.
Liquidity Events. If the Company has an initial public offering or is acquired by, merged with, or otherwise taken over by another company or new owners prior to Investors in the SAFEs receiving Preferred Stock, Investors will receive
- proceeds equal to the greater of (i) the Purchase Amount (the "Cash-Out Amount") or (ii) the amount payable on the number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price (the "Conversion Amount")
Liquidity Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate like standard nonparticipating Preferred Stock. The Investor's right to receive its Cash-Out Amount is:
- Junior to payment of outstanding indebtedness and creditor claims, including contractual claims for payment and convertible promissory notes (to the extent such convertible promissory notes are not actually or notionally converted into Capital Stock);
- On par with payments for other Safes and/or Preferred Stock, and if the applicable Proceeds are insufficient to permit full payments to the Investor and such other Safes and/or Preferred Stock, the applicable Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Stock in proportion to the full payments that would otherwise be due; and
- Senior to payments for Common Stock.
VIP Bonus
Sircles will offer a discount to the normal terms listed in this Form C for all investments that are committed by investors who are part of Wefunder, Inc's VIP program. This means eligible Wefunder investors will receive a discount for any securities they purchased in this offering. For more specific details on the company's discount, please review the description of the terms above.
The discount is only valid until the offering closes. Investors eligible for the bonus will also receive priority if they are on a waitlist to invest and the company exceeds its maximum funding goal. They will be given the first opportunity to invest if space in the offering becomes available due to the cancellation or failure of previous investments.
Securities Issued by the SPV
Instead of issuing its securities directly to investors, the Company has decided to issue its securities to the SPV, which will then issue interests in the SPV to investors. The SPV is formed concurrently with the filing of the Form C. Given this, the SPV does not have any financials to report. The SPV is managed by Wefunder Admin, LLC and is a co-issuer with the Company of the securities being offered in this offering. The Company’s use of the SPV is intended to allow investors in the SPV to achieve the same economic exposure, voting power, and ability to assert State and Federal law rights, and receive the same disclosures, as if they had invested directly in the Company. While the Issuer may be required to pay an annual administrative fee for the maintenance of the SPV, investors should note the Company’s use of the SPV will not result in any additional fees being charged to investors.
The SPV has been organized and will be operated for the sole purpose of directly acquiring, holding and disposing of the Company’s securities, will not borrow money and will use all of the proceeds from the sale of its securities solely to purchase a single class of securities of the Company. As a result, an investor investing in the Company through the SPV will have the same relationship to the Company’s securities, in terms of number, denomination, type and rights, as if the investor invested directly in the Company.
Voting Rights
If the securities offered by the Company and those offered by the SPV have voting rights, those voting rights may be exercised by the investor or his or her proxy. The applicable proxy is the Lead Investor, if the Proxy (described below) is in effect.
Proxy to the Lead Investor
The SPV securities have voting rights. With respect to those voting rights, the investor and his, her, or its transferees or assignees (collectively, the “Investor”), through a power of attorney granted by Investor in the Investor Agreement, has appointed or will appoint the Lead Investor as the Investor’s true and lawful proxy and attorney (the “Proxy”) with the power to act alone and with full power of substitution, on behalf of the Investor to: (i) vote all securities related to the Company purchased in an offering hosted by Wefunder Portal, and (ii) execute, in connection with such voting power, any instrument or document that the Lead Investor determines is necessary and appropriate in the exercise of his or her authority. Such Proxy will be irrevocable by the Investor unless and until a successor lead investor (“Replacement Lead Investor”) takes the place of the Lead Investor. Upon notice that a Replacement Lead Investor has taken the place of the Lead Investor, the Investor will have five (5) calendar days to revoke the Proxy. If the Proxy is not revoked within the 5-day time period, it shall remain in effect.
Restriction on Transferability
The SPV securities are subject to restrictions on transfer, as set forth in the Subscription Agreement and the Limited Liability Company Agreement of Wefunder SPV, LLC, and may not be transferred without the prior approval of the Company, on behalf of the SPV.
- Yes
- No
See the above description of the Proxy to the Lead Investor.
Any provision of this Safe may be amended, waived or modified by written consent of the Company and either:
- the Investor or
- the majority-in-interest of all then-outstanding Safes with the same “Post-Money Valuation Cap” and “Discount Rate” as this Safe (and Safes lacking one or both of such terms will be considered to be the same with respect to such term(s)), provided that with respect to clause (ii):
- the Purchase Amount may not be amended, waived or modified in this manner,
- the consent of the Investor and each holder of such Safes must be solicited (even if not obtained), and
- such amendment, waiver or modification treats all such holders in the same manner. “Majority-in-interest” refers to the holders of the applicable group of Safes whose Safes have a total Purchase Amount greater than 50% of the total Purchase Amount of all of such applicable group of Safes.
Pursuant to authorization in the Investor Agreement between each Investor and Wefunder Portal, Wefunder Portal is authorized to take the following actions with respect to the investment contract between the Company and an investor:
- Wefunder Portal may amend the terms of an investment contract, provided that the amended terms are more favorable to the investor than the original terms; and
- Wefunder Portal may reduce the amount of an investor’s investment if the reason for the reduction is that the Company’s offering is oversubscribed.
Restrictions on Transfer of the Securities Being Offered:
The securities being offered may not be transferred by any purchaser of such securities during the one year period beginning when the securities were issued, unless such securities are transferred:
- to the issuer;
- to an accredited investor;
- as part of an offering registered with the U.S. Securities and Exchange Commission; or
- to a member of the family of the purchaser or the equivalent, to a trust controlled by the purchaser, to a trust created for the benefit of a member of the family of the purchaser or the equivalent, or in connection with the death or divorce of the purchaser or other similar circumstance.
NOTE: The term "accredited investor" means any person who comes within any of the categories set forth in Rule 501(a) of Regulation D, or who the seller reasonably believes comes within any of such categories, at the time of the sale of the securities to that person.
The term "member of the family of the purchaser or the equivalent" includes a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the purchaser, and includes adoptive relationships. The term "spousal equivalent" means a cohabitant occupying a relationship generally equivalent to that of a spouse.
Description of Issuer's Securities
| Class of Security | Securities (or Amount) Authorized |
Securities (or Amount) Outstanding |
Voting Rights |
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|---|---|---|---|---|---|
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| error | |||||
| error | |||||
| Class of Security | Securities Reserved for Issuance upon Exercise or Conversion |
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| Warrants: | |
| Options: |
Or contact support@wefunder.com
The holders of a majority-in-interest of voting rights in the Company could limit the Investor’s rights in a material way. For example, those interest holders could vote to change the terms of the agreements governing the Company’s operations or cause the Company to engage in additional offerings (including potentially a public offering).
These changes could result in further limitations on the voting rights the Investor will have as an owner of equity in the Company, for example by diluting those rights or limiting them to certain types of events or consents.
To the extent applicable, in cases where the rights of holders of convertible debt, SAFES, or other outstanding options or warrants are exercised, or if new awards are granted under our equity compensation plans, an Investor’s interests in the Company may be diluted. This means that the pro-rata portion of the Company represented by the Investor’s securities will decrease, which could also diminish the Investor’s voting and/or economic rights. In addition, as discussed above, if a majority-in-interest of holders of securities with voting rights cause the Company to issue additional equity, an Investor’s interest will typically also be diluted.
Based on the risk that an Investor’s rights could be limited, diluted or otherwise qualified, the Investor could lose all or part of his or her investment in the securities in this offering, and may never see positive returns.
Additional risks related to the rights of other security holders are discussed below, in Question 20.
For example, the shareholders may change the terms of the articles of incorporation for the company, change the terms of securities issued by the Company, change the management of the Company, and even force out minority holders of securities. The shareholders may make changes that affect the tax treatment of the Company in ways that are unfavorable to you but favorable to them. They may also vote to engage in new offerings and/or to register certain of the Company’s securities in a way that negatively affects the value of the securities the Investor owns. Other holders of securities of the Company may also have access to more information than the Investor, leaving the Investor at a disadvantage with respect to any decisions regarding the securities he or she owns.
The shareholders have the right to redeem their securities at any time. Shareholders could decide to force the Company to redeem their securities at a time that is not favorable to the Investor and is damaging to the Company. Investors’ exit may affect the value of the Company and/or its viability.
In cases where the rights of holders of convertible debt, SAFES, or other outstanding options or warrants are exercised, or if new awards are granted under our equity compensation plans, an Investor’s interests in the Company may be diluted. This means that the pro-rata portion of the Company represented by the Investor’s securities will decrease, which could also diminish the Investor’s voting and/or economic rights. In addition, as discussed above, if a majority-in-interest of holders of securities with voting rights cause the Company to issue additional stock, an Investor’s interest will typically also be diluted.
The initial amount invested in a SAFE is determined by the investor, and we do not guarantee that the SAFE will be converted into any particular number of shares of Preferred Stock. As discussed in Question 13, when we engage in an offering of equity interests involving Preferred Stock, Investors may receive a number of shares of Preferred Stock calculated as either (i) the total value of the Investor’s investment, divided by the price of the Preferred Stock being issued to new Investors, or (ii) if the valuation for the company is more than the Valuation Cap, the amount invested divided by the quotient of (a) the Valuation Cap divided by (b) the total amount of the Company’s capitalization at that time.
Because there will likely be no public market for our securities prior to an initial public offering or similar liquidity event, the price of the Preferred Stock that Investors will receive, and/or the total value of the Company’s capitalization, will be determined by our board of directors. Among the factors we may consider in determining the price of Preferred Stock are prevailing market conditions, our financial information, market valuations of other companies that we believe to be comparable to us, estimates of our business potential, the present state of our development and other factors deemed relevant.
In the future, we will perform valuations of our stock (including both common stock and Preferred Stock) that take into account, as applicable, factors such as the following:
- unrelated third party valuations;
- the price at which we sell other securities in light of the relative rights, preferences and privileges of those securities;
- our results of operations, financial position and capital resources;
- current business conditions and projections;
- the marketability or lack thereof of the securities;
- the hiring of key personnel and the experience of our management;
- the introduction of new products;
- the risk inherent in the development and expansion of our products;
- our stage of development and material risks related to our business;
- the likelihood of achieving a liquidity event, such as an initial public offering or a sale of our company given the prevailing market conditions and the nature and history of our business;
- industry trends and competitive environment;
- trends in consumer spending, including consumer confidence;
- overall economic indicators, including gross domestic product, employment, inflation and interest rates; and
- the general economic outlook.
An Investor in the Company will likely hold a minority position in the Company, and thus be limited as to its ability to control or influence the governance and operations of the Company.
The marketability and value of the Investor’s interest in the Company will depend upon many factors outside the control of the Investor. The Company will be managed by its officers and be governed in accordance with the strategic direction and decision-making of its Board Of Directors, and the Investor will have no independent right to name or remove an officer or member of the Board Of Directors of the Company.
Following the Investor’s investment in the Company, the Company may sell interests to additional investors, which will dilute the percentage interest of the Investor in the Company. The Investor may have the opportunity to increase its investment in the Company in such a transaction, but such opportunity cannot be assured.
The amount of additional financing needed by the Company, if any, will depend upon the maturity and objectives of the Company. The declining of an opportunity or the inability of the Investor to make a follow-on investment, or the lack of an opportunity to make such a follow-on investment, may result in substantial dilution of the Investor’s interest in the Company.
Additional issuances of securities. Following the Investor’s investment in the Company, the Company may sell interests to additional investors, which will dilute the percentage interest of the Investor in the Company. The Investor may have the opportunity to increase its investment in the Company in such a transaction, but such opportunity cannot be assured. The amount of additional financing needed by the Company, if any, will depend upon the maturity and objectives of the Company. The declining of an opportunity or the inability of the Investor to make a follow-on investment, or the lack of an opportunity to make such a follow-on investment, may result in substantial dilution of the Investor’s interest in the Company.
Issuer repurchases of securities. The Company may have authority to repurchase its securities from shareholders, which may serve to decrease any liquidity in the market for such securities, decrease the percentage interests held by other similarly situated investors to the Investor, and create pressure on the Investor to sell its securities to the Company concurrently.
A sale of the issuer or of assets of the issuer. As a minority owner of the Company, the Investor will have limited or no ability to influence a potential sale of the Company or a substantial portion of its assets. Thus, the Investor will rely upon the executive management of the Company and the Board of Directors of the Company to manage the Company so as to maximize value for shareholders. Accordingly, the success of the Investor’s investment in the Company will depend in large part upon the skill and expertise of the executive management of the Company and the Board of Directors of the Company. If the Board Of Directors of the Company authorizes a sale of all or a part of the Company, or a disposition of a substantial portion of the Company’s assets, there can be no guarantee that the value received by the Investor, together with the fair market estimate of the value remaining in the Company, will be equal to or exceed the value of the Investor’s initial investment in the Company.
Transactions with related parties. The Investor should be aware that there will be occasions when the Company may encounter potential conflicts of interest in its operations. On any issue involving conflicts of interest, the executive management and Board of Directors of the Company will be guided by their good faith judgement as to the Company’s best interests. The Company may engage in transactions with affiliates, subsidiaries or other related parties, which may be on terms which are not arm’s-length, but will be in all cases consistent with the duties of the management of the Company to its shareholders. By acquiring an interest in the Company, the Investor will be deemed to have acknowledged the existence of any such actual or potential conflicts of interest and to have waived any claim with respect to any liability arising from the existence of any such conflict of interest.
INSTRUCTION TO QUESTION 24: name the creditor, amount owed, interest rate, maturity date, and any other material terms.
| Offering Date | Exemption | Security Type | Amount Sold | Use of Proceeds |
|---|---|---|---|---|
| Regulation Crowdfunding | SAFE | $497,989 | General operations | |
| 4/2022 | Regulation Crowdfunding | SAFE | $3,037,440 | General operations |
| 4/2024 | Regulation Crowdfunding | SAFE | $1,820,655 | General operations |
| 4/2024 | Regulation Crowdfunding | SAFE | $2,334,664 | General operations |
- any director or officer of the issuer;
- any person who is, as of the most recent practicable date, the beneficial owner of 20 percent or more of the issuer's outstanding voting equity securities, calculated on the basis of voting power;
- if the issuer was incorporated or organized within the past three years, any promoter of the issuer;
- or any immediate family member of any of the foregoing persons.
- Yes
- No
| Name | Tech Service 2U, Inc (Tech 2U) |
| Amount Invested | $35,000.00 |
| Transaction type | Loan |
| Issue date | 09/27/18 |
| Outstanding principal plus interest | $0.00 as of 09/05/19 |
| Interest rate | 0.0% per annum |
| Maturity date | 09/30/19 |
| Relationship | Commonly controlled entity |
| Name | Tech Service 2U, Inc. (Tech 2U) |
| Amount Invested | $30,000.00 |
| Transaction type | Loan |
| Issue date | 01/09/19 |
| Outstanding principal plus interest | $0.00 as of 09/05/19 |
| Interest rate | 0.0% per annum |
| Maturity date | 09/30/19 |
| Relationship | Commonly controlled entity |
| Name | Tech Service 2U, Inc. (Tech 2U) |
| Amount Invested | $10,000.00 |
| Transaction type | Loan |
| Issue date | 11/06/20 |
| Outstanding principal plus interest | $0.00 as of 02/14/21 |
| Interest rate | 0.0% per annum |
| Maturity date | 02/15/21 |
| Relationship | Commonly controlled entity |
Tech 2U
Tech2U and Sircles Media are under common ownership and control. John Worthington and Todd Fiore collectively own and control 100% of Tech 2U. They both also founded Sircles and own a majority of Sircles voting power. Tech 2U has, and will for the foreseeable future, provide technical and promotional services to Sircles Media as further described. Hence, we characterize Tech 2U as a related party for disclosure purposes.
In 2022, the Company entered into a development and hosting agreement to develop and support business admin panel and the Sircles Rewards Store, with Tech 2U a related party under common control, for a total consideration of $50,000. The Company paid the full amount in 2022. As of December 31, 2023, $7,917 of the consideration was recognized as prepaid expense. The Company incurred expenses on this agreement of $7,917 and $22,083 for the years ended December 31, 2024 and 2023, respectively.
In 2023, the Company engaged Tech 2U to provide ongoing technical support and promotional services on a month-to-month contract at a rate of $5,000 per month. The Company recognized $45,000 of operating expense for the year ended December 31, 2023 under this agreement. As of December 31, 2023, the outstanding amount is $5,000, which is included in accounts payable on the balance sheet. An additional $10,000 was recognized to expenses under this agreement in the year ended December 31, 2024.
In 2024, the Company engaged Tech 2U to provide project work, ongoing technical support, promotional services, and inventory management/order fulfillment services with the following terms: The Company will pay Tech 2U $40,000 for all project planning and implementation described in the agreement (expansion of functionality and features of Sircles Webstore). For ongoing support services, beginning March 1, 2024, the Company will pay Tech 2U $7,000 per month on a month-to-month contract in place of the $5,000 per month contract previously agreed upon. The Company recognized $110,000 of operating expense for the year ended December 31, 2024 under these agreements.
Williams Broadcasting
In January of 2024, the Company entered into two agreements with Williams Broadcasting, owned and operated by Rob Williams who is a member of the Company’s board of directors. The Company entered into a six-month agreement for $50,000 to promote the Sircles app, encourage downloads and app usage, and promote its crowdfunding campaign, with all $50,000 recognized to 2024 operating expenses. Additionally, the Company entered into a profit-sharing agreement to share 50% of the net profits from the sales of the Happiest Hour wellness beverage through the Sircles store. Under this agreement, the Company has incurred obligations to pay Williams Broadcasting a total of $20,070 for 2024 sales. $1,335 of this amount (relating to December sales) was payable as of December 31, 2024 and recorded as due to related party liabilities on the balance sheet.
INSTRUCTIONS TO QUESTION 26: The term transaction includes, but is not limited to, any financial transaction, arrangement or relationship (including
any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships.
Beneficial ownership for purposes of paragraph (2) shall be determined as of a date that is no more than 120 days
prior to the date of filing of this offering statement and using the same calculation described in Question 6 of this
Question and Answer format.
The term "member of the family" includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse or
spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law
of the person, and includes adoptive relationships. The term "spousal equivalent" means a cohabitant occupying a
relationship generally equivalent to that of a spouse.
Compute the amount of a related party's interest in any transaction without regard to the amount of the profit or loss
involved in the transaction. Where it is not practicable to state the approximate amount of the interest, disclose the
approximate amount involved in the transaction.
FINANCIAL CONDITION OF THE ISSUER
- Yes
- No
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this offering. Some of the information contained in this discussion and analysis, including information regarding the strategy and plans for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
The Social Recommendations App Designed To Destroy Yelp! Sircles is a social media company which operates a mobile networking application.
Milestones
Sircles Media, Inc. (the “Company") is a corporation organized on February 12, 2018 under the laws of Delaware. The Company was originally formed under the name Social Circle LLC as a Delaware limited liability company. On December 15, 2019, the Company converted from a Delaware limited liability company to a Delaware corporation and changed its name from Social Circle LLC to Sircles Media, Inc.Since then, we have:
- Raised over $6M in rapid succession.
- Amazon AWS Activate, $100,000 recipient from Nvidia Inception accelerator.
- Over $100k in revenue in 2024
- Over 30,000 unique small businesses have been Favorited on Sircles
- 75,000 + Check in's on Sircles
- #1 Trending App on Kickstarter on launch day.
- March 2024' Kingscrowd staff pick
- Revenues & Gross Margin. For the period ended December 31, 2024, the Company had revenues of $106,513 compared to the year ended December 31, 2023, when the Company had revenues of $0. Our gross margin was 49.59% in fiscal year 2024
- Assets. As of December 31, 2024, the Company had total assets of $867,828, including $760,102 in cash. As of December 31, 2023, the Company had $599,405 in total assets, including $472,547 in cash.
- Net Loss. The Company has had net losses of $2,144,615 and net losses of $1,292,781 for the fiscal years ended December 31, 2024 and December 31, 2023, respectively.
- Liabilities. The Company's liabilities totaled $6,815,924 for the fiscal year ended December 31, 2024 and $4,481,770 for the fiscal year ended December 31, 2023. The Company's total liabilities includes SAFEs which account for $6,667,139 of the liabilities for 2024 and $4,362,375 for 2023.
To-date, the company has been financed with $75,000 in debt, $318,000 in equity, $327,000 in convertibles, and $6,667,139 in SAFEs.
After the conclusion of this Offering, should we hit our minimum funding target, our projected runway is 3 months before we need to raise further capital.
We plan to use the proceeds as set forth in this Form C under "Use of Funds". We don’t have any other sources of capital in the immediate future.
We will likely require additional financing in excess of the proceeds from the Offering in order to perform operations over the lifetime of the Company. We plan to raise capital in 1 months. Except as otherwise described in this Form C, we do not have additional sources of capital other than the proceeds from the offering. Because of the complexities and uncertainties in establishing a new business strategy, it is not possible to adequately project whether the proceeds of this offering will be sufficient to enable us to implement our strategy. This complexity and uncertainty will be increased if less than the maximum amount of securities offered in this offering is sold. The Company intends to raise additional capital in the future from investors. Although capital may be available for early-stage companies, there is no guarantee that the Company will receive any investments from investors.
Runway & Short/Mid Term Expenses
Sircles Media Inc. cash in hand is $351,740, as of April 2025. Over the last three months, revenues have averaged $9,444/month, cost of goods sold has averaged $5,163/month, and operational expenses have averaged $136,021/month, for an average burn rate of $131,740 per month.
Since the date our financials cover, the Company increased the shares for issuance under its 2021 Stock Incentive plan to an aggregate of 6,000,000 Class B common shares. The Company granted a total of 250,000 stock options to purchase shares of its Class B Common Stock under the 2021 Stock Incentive Plan in connection with services performed for the Company. All 250,000 stock options were fully vested in January 2025.
We expect revenues to average $9,000-$11,000 in the next 3-6 months. Expenses are expected to be $140,000-$180,000 per month for the next six months.
At this early stage we are prioritizing user growth, retention, and engagement as the most important metrics to build value. As we focus on our prioritized metrics, we expect spending to outpace revenue for the foreseeable future. We anticipate this strategy leading to the Company getting acquired by another company, or going public before achieving profitability. Other companies in the social media space have adopted this strategy, such as Snapchat, which didn’t turn their first profit until 2017 well after going public. Such is the nature of our industry, among others where early stage growth of new product offerings precede profitability. We have implemented a monetization strategy through the sale of business subscriptions and merchandise, though we are focused on growth and not pursuing profitability at this time. Our best guess is that with $10-20M in funding we might choose to pursue profitability in 36-48 months, but that is just an estimate and is likely to change.
We anticipate continuing to raise capital through additional equity crowdfunding rounds, private equity, or venture capital funding, particularly if Sircles demonstrates significant exit potential. Short-term burn during the campaign will be covered by existing cash reserves and revenue.
All projections in the above narrative are forward-looking and not guaranteed.
INSTRUCTIONS TO QUESTION 28: The discussion must cover each year for which financial statements are provided. For issuers with no prior operating history, the discussion should focus on financial milestones and operational, liquidity and other challenges. For issuers with an operating history, the discussion should focus on whether historical results and cash flows are representative of what investors should expect in the future. Take into account the proceeds of the offering and any other known or pending sources of capital. Discuss how the proceeds from the offering will affect liquidity, whether receiving these funds and any other additional funds is necessary to the viability of the business, and how quickly the issuer anticipates using its available cash. Describe the other available sources of capital to the business, such as lines of credit or required contributions by shareholders. References to the issuer in this Question 28 and these instructions refer to the issuer and its predecessors, if any.
FINANCIAL INFORMATION
Refer to Appendix C, Financial Statements
I, Danny Hinkle, certify that:
- (1) the financial statements of Sircles Media Inc. included in this Form are true and complete in all material respects ; and
- (2) the financial information of Sircles Media Inc. included in this Form reflects accurately the information reported on the tax return for Sircles Media Inc. filed for the most recently completed fiscal year.
Danny Hinkle
COO
STAKEHOLDER ELIGIBILITY
(1) Has any such person been convicted, within 10 years (or five years, in the case of issuers, their predecessors and affiliated issuers) before the filing of this offering statement, of any felony or misdemeanor:
- in connection with the purchase or sale of any security? Yes No
- involving the making of any false filing with the Commission? Yes No
- arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, funding portal or paid solicitor of purchasers of securities? Yes No
(2) Is any such person subject to any order, judgment or decree of any court of competent jurisdiction, entered within five years before the filing of the information required by Section 4A(b) of the Securities Act that, at the time of filing of this offering statement, restrains or enjoins such person from engaging or continuing to engage in any conduct or practice:
- in connection with the purchase or sale of any security? Yes No
- involving the making of any false filing with the Commission? Yes No
- arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, funding portal or paid solicitor of purchasers of securities? Yes No
(3) Is any such person subject to a final order of a state securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines banks, savings associations or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures Trading Commission; or the National Credit Union Administration that:
- at the time of the filing of this offering statement bars the person from:
- association with an entity regulated by such commission, authority, agency or officer? Yes No
- engaging in the business of securities, insurance or banking? Yes No
- engaging in savings association or credit union activities?Yes No
- constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct and for which the order was entered within the 10-year period ending on the date of the filing of this offering statement? Yes No
(4) Is any such person subject to an order of the Commission entered pursuant to Section 15(b) or 15B(c) of the Exchange Act or Section 203(e) or (f) of the Investment Advisers Act of 1940 that, at the time of the filing of this offering statement:
- suspends or revokes such person's registration as a broker, dealer, municipal securities dealer, investment adviser or funding portal? Yes No
- places limitations on the activities, functions or operations of such person? Yes No
- bars such person from being associated with any entity or from participating in the offering of any penny stock? Yes No
(5) Is any such person subject to any order of the Commission entered within five years before the filing of this offering statement that, at the time of the filing of this offering statement, orders the person to cease and desist from committing or causing a violation or future violation of:
- any scienter-based anti-fraud provision of the federal securities laws, including without limitation Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act, Section 15(c)(1) of the Exchange Act and Section 206(1) of the Investment Advisers Act of 1940 or any other rule or regulation thereunder? Yes No
- Section 5 of the Securities Act? Yes No
(6) Is any such person suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade?
(7) Has any such person filed (as a registrant or issuer), or was any such person or was any such person named as an underwriter in, any registration statement or Regulation A offering statement filed with the Commission that, within five years before the filing of this offering statement, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is any such person, at the time of such filing, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued?
(8) Is any such person subject to a United States Postal Service false representation order entered within five years before the filing of the information required by Section 4A(b) of the Securities Act, or is any such person, at the time of filing of this offering statement, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations?
If you would have answered "Yes" to any of these questions had the conviction, order, judgment, decree, suspension, expulsion or bar occurred or been issued after May 16, 2016, then you are NOT eligible to rely on this exemption under Section 4(a)(6) of the Securities Act.
INSTRUCTIONS TO QUESTION 30: Final order means a written directive or declaratory statement issued by a federal or state agency, described in Rule 503(a)(3) of Regulation Crowdfunding, under applicable statutory authority that provides for notice and an opportunity for hearing, which constitutes a final disposition or action by that federal or state agency.
No matters are required to be disclosed with respect to events relating to any affiliated issuer that occurred before the affiliation arose if the affiliated entity is not (i) in control of the issuer or (ii) under common control with the issuer by a third party that was in control of the affiliated entity at the time of such events.
OTHER MATERIAL INFORMATION
- (1) any other material information presented to investors; and
- (2) such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made, not misleading.
The Lead Investor. As described above, each Investor that has entered into the Investor Agreement will grant a power of attorney to make voting decisions on behalf of that Investor to the Lead Investor (the “Proxy”). The Proxy is irrevocable unless and until a Successor Lead Investor takes the place of the Lead Investor, in which case, the Investor has a five (5) calendar day period to revoke the Proxy. Pursuant to the Proxy, the Lead Investor or his or her successor will make voting decisions and take any other actions in connection with the voting on Investors’ behalf.
The Lead Investor is an experienced investor that is chosen to act in the role of Lead Investor on behalf of Investors that have a Proxy in effect. The Lead Investor will be chosen by the Company and approved by Wefunder Inc. and the identity of the initial Lead Investor will be disclosed to Investors before Investors make a final investment decision to purchase the securities related to the Company.
The Lead Investor can quit at any time or can be removed by Wefunder Inc. for cause or pursuant to a vote of investors as detailed in the Lead Investor Agreement. In the event the Lead Investor quits or is removed, the Company will choose a Successor Lead Investor who must be approved by Wefunder Inc. The identity of the Successor Lead Investor will be disclosed to Investors, and those that have a Proxy in effect can choose to either leave such Proxy in place or revoke such Proxy during a 5-day period beginning with notice of the replacement of the Lead Investor.
The Lead Investor will not receive any compensation for his or her services to the SPV. The Lead Investor may receive compensation if, in the future, Wefunder Advisors LLC forms a fund (“Fund”) for accredited investors for the purpose of investing in a non-Regulation Crowdfunding offering of the Company. In such as circumstance, the Lead Investor may act as a portfolio manager for that Fund (and as a supervised person of Wefunder Advisors) and may be compensated through that role.
Although the Lead Investor may act in multiple roles with respect to the Company’s offerings and may potentially be compensated for some of its services, the Lead Investor’s goal is to maximize the value of the Company and therefore maximize the value of securities issued by or related to the Company. As a result, the Lead Investor’s interests should always be aligned with those of Investors. It is, however, possiblethat in some limited circumstances the Lead Investor’s interests could diverge from the interests of Investors, as discussed in section 8 above.
Investors that wish to purchase securities related to the Company through Wefunder Portal must agree to give the Proxy described above to the Lead Investor, provided that if the Lead Investor is replaced, the Investor will have a 5-day period during which he or she may revoke the Proxy. If the Proxy is not revoked during this 5-day period, it will remain in effect.
Tax Filings. In order to complete necessary tax filings, the SPV is required to include information about each investor who holds an interest in the SPV, including each investor’s taxpayer identification number (“TIN”) (e.g., social security number or employer identification number). To the extent they have not already done so, each investor will be required to provide their TIN within the earlier of (i) two (2) years of making their investment or (ii) twenty (20) days prior to the date of any distribution from the SPV. If an investor does not provide their TIN within this time, the SPV reserves the right to withhold from any proceeds otherwise payable to the Investor an amount necessary for the SPV to satisfy its tax withholding obligations as well as the SPV’s reasonable estimation of any penalties that may be charged by the IRS or other relevant authority as a result of the investor’s failure to provide their TIN. If applicable, the Company may also be required to pay Wefunder certain fees for the preparation of tax filings. Such fees and the Company’s obligation to deliver required tax documents are further specified in the related Tax Services Agreement (“TSA”).
Investors should carefully review the terms of the SPV Subscription Agreement for additional information about tax filings.
Potential Dissolution of the SPV. The Company has agreed that it will pay an administrative fee and / or certain tax fees to Wefunder, in addition to delivering required tax information in the manner prescribed by the TSA, where applicable. Failure to pay such fees or provide Wefunder with required tax information could result in the dissolution of the SPV (an “SPV Dissolution Event”). Subsequent to an SPV Dissolution Event, the securities held by the SPV would be distributed directly and proportionally to the individual investors. This could create administrative complexities, as investors would need to manage the securities themselves rather than having them held and administered by the SPV. Additionally, the unplanned distribution of securities may not align with investors' intended investment strategy or asset allocation.
Upon an SPV Dissolution Event, the Investor hereby consents to and agrees to accept direct assignment of the SPV's rights and obligations under any investment agreements between the SPV and the Company that is located in the Form C or C/A offering materials. The Investor acknowledges they will be bound by all terms and conditions of such agreements as if they were an original party thereto.
INSTRUCTIONS TO QUESTION 30: If information is presented to investors in a format, media or other means not able to be reflected in text or portable document format, the issuer should include:
(a) a description of the material content of such information;
(b) a description of the format in which such disclosure is presented; and
(c) in the case of disclosure in video, audio or other dynamic media or format, a transcript or
description of such disclosure.
ONGOING REPORTING
The issuer must continue to comply with the ongoing reporting requirements until:
- the issuer is required to file reports under Exchange Act Sections 13(a) or 15(d);
- the issuer has filed at least one annual report and has fewer than 300 holders of record;
- the issuer has filed at least three annual reports and has total assets that do not exceed $10 million;
- the issuer or another party purchases or repurchases all of the securities issued pursuant to Section 4(a)(6), including any payment in full of debt securities or any complete redemption of redeemable securities; or the issuer liquidates or dissolves in accordance with state law.
APPENDICES
- Appendix A: Business Description & Plan
- Appendix B: Investor Contracts
- Appendix C: Financial Statements
- Appendix D: Director & Officer Work History
- Appendix E: Supporting Documents
