|1||$1,850,000+ raised to-date from music industry executives, VC, angels and the crowd 🦄🙌🚀|
|2||Follow-on round from one of January’s largest crowdfunding campaigns with 1,150 investors|
|3||Connecting musicians and creatives in a post COVID-19 world|
|4||Facilitated 6 million professional connections in 190+ countries|
|5||Multi-award winning platform - named in Apple's Best of 2017 apps list|
|6||The future of social media - revenue generated from services rather than selling your data|
We’re excited to return and lead another round for Vampr, especially on the back of their recent wins, tremendous growth and product innovation since closing their last round.
Success in any business requires execution and a team led by a driven Founder. I’ve done a lot of due diligence, reviewed more apps than I can remember and met many interesting people in the online music networking space.
I have become convinced that CEO Josh Simons has the requisite knowledge, personal experience, passion and determination to make Vampr succeed in a field which has enormous opportunity and upside.
In early 2015 musician Josh Simons called his longtime colleague and fellow musician Baz Palmer to discuss a perpetual issue facing the music industry and which had plagued the early years of both men's careers. Whilst technology was making it easier than ever to record music, publish music and build a fan base, it hadn't yet solved the problem of networking and fast tracking resulting opportunities for fledgling creatives.
Sure, there were some solutions (we'll get to that in a bit) but nothing elegant and simple. This problem needed solving and their respective firsthand frustrations provided the requisite fuel to get things moving.
Vampr was born.
Fast forward a few years and Vampr is now one of the fastest growing and most active networks of its kind in the world. With just one swipe our app lets musicians connect and collaborate anywhere on the planet.
600,000+ people have now joined Vampr in 198 countries with our largest bases in North America, India, Brazil and Europe. Our community has made over 6 million connections and produced hundreds of thousands of new songs along the way.
And now we’re back! After a blockbuster crowdfunding round in January 2020, which saw us raise $1,000,000 in conjunction with private investment, we are launching a smaller, follow-on round, with the intent of preparing the company for a Series A round in 2021.
And we’ve got something really special planned to get us there:
Hold that thought, let's rewind for a second!
Last year when we opened the doors for our community to invest in Vampr we came to you with a vision: to open up our music network to creative people from all walks of life. Now, just eight months later we’ve realized that vision, creating substantial new value during that time.
We have completely rebuilt Vampr from the ground up, we’ve tweaked our branding, and we launched a music rights representation and management division - Vampr Publishing. We have already amassed a catalogue of thousands of songs in record time. All this on the back of our increasingly valuable social network.
Most importantly, we delivered on our promise to monetize our network with the introduction of Vampr Pro.
Since its very public August debut in Forbes, hundreds of paying customers have enthusiastically signed up, with thousands of dollars in monthly recurring revenue generated from the first month alone. We are now busy optimizing the freemium user to paying customer process with a 3% target conversion rate by year’s end - this is when Vampr would start to generate meaningful revenue.
Our proprietary user acquisition strategy, our unique Growth Engine, is the envy of all other digital music platforms.
Since launch in 2017 Vampr enjoyed exponential growth of 12.2% MoM hitting peak MAUs of 75K at the start of 2019.
During our 2019 crowdfund period we switched off the Growth Engine, redirecting resources to rebuild Vampr and monetize the platform while we raised capital.
With the Growth Engine now back on, Vampr will spend a significant portion of new funds on marketing. For comparison, Facebook still spends 5-10% of its market value every two years on user acquisition.
Every day tens of thousands of listings are shared on Craigslist, Fiverr and Facebook Groups all with creatives looking for work. These options are ok for one-off gigs but they aren’t platforms designed for creatives to build meaningful relationships and a network of like minded people; a community invested in your long-term creative journey. It’s opportunities, it’s conversations, it’s friendship and support.
If time is our most valuable asset then resorting to classifieds in the 21st century is not a solution at all for advancing your creative life.
Vampr has modernized networking for creatives looking for meaningful collaborative partners all over the world (check out our Instagram which highlights Vampr Stories showing just this).
There is no better team in the world equipped for this challenge. Everyone at Vampr has enjoyed a career in the creative arts. Literally everyone, including our developers.
We understand inherently that people will spend money to further their career, because we all spent a boatload of hard earned cash to further our own. Our CEO Josh Simons has worked with everyone from Travis Scott to Keith Urban, racking up tens of millions of streams along the way. This year he was named in The Music Network’s 30 Under 30 Power List where he was also voted Reader’s Choice. Co-founder Baz Palmer is a Hall of Fame musician. His band Hunters & Collectors reached 12x Platinum sales and toured the world for more than twenty years.
Many of us at Vampr started off playing the club circuit, and would eventually graduate to theatres and ultimately arenas. As part of that journey we had the opportunity to work with phenomenal creative minds across so many fields, from graphic designers to audio technicians, from lighting experts to marketing gurus.
We understand a creative person’s requirements at every step of the journey. We translate this to Vampr. We didn’t have to learn how to 'find our audience', to use tech speak - we just spoke directly with them.
Our last crowdfund campaign saw us attract 1,150 investors, many of them Vampr users, from over 50 countries and all walks-of-life ranging from institutional investors to stay-at-home parents, music industry executives from Beatport, Warner & Sony to NHL players.
In this follow-on round we are pleased to announce our lead investor from the previous round, RZN8 Capital, has returned to lead once again.
We are also launching this round with the support of the Angels & Entrepreneurs network, founded by New York Times best-selling author Neil Patel. Our campaign is being brought to their community by David Weisburd, Co-Head of Venture Capital at 10X Capital.
Vampr has been consistently acknowledged by tech and creative industry leaders, from being included in Apple’s Best Of The Year apps list, receiving online accelerator funding support from Amazon and Facebook, and partnering with Capitol Records for their Capitol Royale hackathon event. We’ve also been blessed with multiple awards, from SF MusicTech in North America to the Lovie Awards in Europe.
Ahead of launching our first equity crowdfunding campaign we went above and beyond the minimum amount of disclosure and transparency required by the SEC. We voluntarily engaged CrowdCheck to conduct an exhaustive due diligence process and audit of the company’s history, record keeping and corporate standing so we could offer prospective investors trust in our story and assurance that our operations are in full compliance within the law.
Their due diligence report from our first crowdfund campaign is available to read here.
The CrowdCheck tick of approval, along with our audited GAAP financials for 2018 & 2019 and additional disclosures in our most recent Form C, should provide confidence in our management, and a comprehensive look inside our company’s trading history and decision making. We are proud of our transparency as it is a rare commodity in early stage startups.
As a company whose primary purpose is to connect people, we wanted to do more in the face of this once-in-a-lifetime pandemic.
Instead of cutting costs we moved more aggressively than ever. We doubled our team size, while equalizing the gender and diversity hiring gap. We prioritized bringing tools to artists which could help them make money in a time where touring and live events are no longer viable income streams.
Tools such as music distribution and film and TV sync representation. We have rolled out these features progressively over the past several months, with plenty more to come, in a clearly defined roadmap which will see us continue to innovate throughout the remainder of the year.
That’s where this next round of crowdfunding comes in, and where we’re asking you to dream big with us.
There has never been a better time or platform in history to take advantage of the possibilities presented by Live Streaming. To take our user’s live performances to the world 🌎
The introduction of Pro Jams, in conjunction with our upcoming social feed, music distribution and Vampr Publishing will see Vampr become the only 360° self-service platform for artists in the world. The reliance on labels, touring and major budgets in order to make an impact have never been lower.
Keep your Masters. Keep your Publishing. Keep it Social.
This second crowdfunding offering from Vampr is a rare opportunity to invest in, and support a social-professional network with existing traction, an already ubiquitous brand among musicians, and trusted by creatives the world over.
As many of you would know, the value of connecting strangers is substantial. LinkedIn sold for 26 billion dollars in 2016 while Tinder went public with a valuation of 3 billion dollars back in 2015. That said, these are the success stories, and growing a social network is risky, takes real commitment, capital and a shared vision.
So dig in, take a look through the updated campaign page and video, company deck and join our existing 1,150 investors to be part of the Vampr family.
Vampr has financial statements ending December 31 2019. Our cash in hand is $335,830.04, as of October 2020. Over the three months prior, revenues averaged $1,000/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $73,000/month.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
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.
Vampr helps creatives build a network and find the right people to collaborate with in an easy to use frictionless mobile app. For most of us, one of the biggest challenges is getting to know the right people who can help propel our career. The old adage “it’s who you know” is undeniably true. But networking is, and always has been, tough. It’s time consuming and expensive. With Vampr you can now access hundreds of thousands of connections around the globe in the palm of your hand in an instant.
In five years time, we intend for Vampr to be the go-to resource for anyone seeking a livelihood in the creative arts or for those looking to hire specialised creative personnel. When you think of it, that means Vampr has the opportunity to intersect with every business on the planet. Our aim is to capitalise on our current competitive advantage and take the mantle as the definitive ‘LinkedIn for creatives’, growing well past 100 million users.
Vampr Inc. was incorporated in the State of Delaware in December 2016.
Since then, we have:
Historical Results of Operations
Our company was organized in December 2016 and has limited operations upon which prospective investors may base an evaluation of its performance.
Related Party Transaction
Refer to Question 26 of this Form C for disclosure of all related party transactions.
Liquidity & Capital Resources
As noted above, at December 31, 2019 we had $357,045 in cash on hand available for use. The cash on hand came from the receipt of $156,080 from our Regulation Crowdfunding offering, and $279,987 from the sale of preferred stock to accredited investors. Those offerings continued into January 2020, in which we closed on an additional $336,309 from the Regulation Crowdfunding offering, and $145,010 from the sale of preferred stock. We used this capital to fund development, marketing and management through all of 2020.
After the conclusion of this Offering, should we hit our minimum funding target, our projected runway is 6 months before we need to raise further capital.
We plan to use proceeds raised from this next Regulation Crowdfunding Offering as set forth in the Form C as lodged on EDGAR in October 2020 under "Use of Funds". This includes a focus on app development and marketing, without us being committed to any particular expenses.
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. During the current Reg CF raise period Vampr may undertake a concurrent Reg D raise where the company would intend to offer the same Series Seed-2 Preferred Stock to raise approximately $200,000 more than our permissible raise total of $577,611 under Reg CF.
Following this current raise, our goal is to not require any additional capital raises for the next 13 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
Vampr Inc. cash in hand is $335,830, as of October 2, 2020. Over the last three months, revenues have averaged $1000/month, and an average burn rate of $73,000 per month. Our intent is to be profitable in 12-15 months.
We replaced our CTO, and commissioned an external review of all Vampr technology and its scalability. Upon conclusion of said review we centralized all developer resources to work in the same building, increasing productivity and workflow efficiency.
We built and released Vampr Pro and have captured our first paying customers as of August 2020. With a subscription business model we can reasonably expect our Monthly Recurring Revenue (MRR) to increase month over month.
Over the next 6 months our forecasts project user generated income of $135,883 and operational expenses of $458,320. This projection assumes that we reach our goal of converting 3% of Monthly Active Users into Vampr Pro members in the next 6 months. We believe this is an achievable goal because of the services and benefits provided to Vampr Pro users. If we convert 1.5% of users, our forecasted user generated income would be $87,043.
For more information about how we hope to become profitable, please see our campaign page here: http://wefunder.com/vampr
The SEC requires that we identify risks that are specific to our business and financial condition. We are still subject to all the same risks that all companies in our 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). You should consider general risks as well as specific risks when deciding whether to invest.
Risks Relating to the Company and Its Business
We depend on the efforts of our small management team.
We were founded by, and are currently still led by, Josh Simons, our CEO. Our success is heavily dependent upon the continued involvement of Josh. The loss of Josh’s, or any other key personnel, could have a material adverse effect upon our business, financial condition or results of operations. Additionally, our success depends on our ability to recruit, hire, train and retain other highly qualified technical and managerial personnel. Competition for qualified programmers and technology industry management is intense, and the loss of any of such persons - or an inability to attract, retain, and motivate any additional highly skilled employees required for our activities - could have a materially adverse effect on the company.
We operate in a highly competitive space and competition presents an ongoing threat to the success of our business.
We may not be able to maintain and enhance our brand.
We need to increase brand awareness.
Our business depends on our ability to maintain and scale our technical infrastructure.
Our reputation and ability to attract, retain, and serve our users depends on the reliable performance of the Vampr App and its underlying technical infrastructure. Our systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or outages that could be harmful to our business. If Vampr is unavailable when users attempt to access it, users may not continue using the app.
We rely on third party developers and third party providers of network infrastructure.
Our developers and network infrastructure are provided by third party contractors. We rely on those third parties to fulfil their obligations under existing agreements. Should those third parties not fulfil their obligations to Vampr we may be required to find other third parties, if any are available. Our financial results could be negatively affected if we are required to change developers and network infrastructure providers.
Computer malware, viruses, hacking, phishing attacks, and spamming could harm our business.
As social-network hosting information that may be used to identify users and their networks, we may be the subject of computer malware, viruses, hacking, phishing attacks, and spamming. Should we be unable to effectively manage these attacks and threats to user information, we may experience harm to our reputation and our ability to retain existing users and attract new users.
Regulation of social-network platforms may be forthcoming.
Currently, there is a significant amount of debate by lawmakers regarding the obligations of social-network platforms and whether they should be subject to regulation. While we do not expect those debates to impact how users interact with each other and use our network, such actions could reduce advertiser interest, potentially impacting our revenues.
We have historically experienced net operating losses and may not be profitable for the foreseeable future.
We have experienced past net operating losses since inception of Vampr, including in the operations undertaken by Vampr Pty Ltd., and we may continue to see such losses as we undertake our business plan. While we anticipate that we will eventually get to consistent profitability, we cannot guarantee that result and we do not have the operational history to support any assumption about future profitability.
We will continue to rely on debt financing, which may require pledging all of our assets as collateral.
In addition to equity financing, we are also pursuing debt financing and lines of credit that allow us to manage our cash flow and undertake our business plan. With debt financing, we will likely be required to pledge all of the assets of the company as collateral on any loan. By doing so, we risk the lender seizing assets if we default on those loans.
Our founder and Chief Executive Officer, through Bandlink Pty Ltd, owns a majority of our outstanding stock.
Our future plans rely upon assumption and analyses prepared by our management.
Our management has prepared assumptions and analyses that are driving our business plan. If these assumptions prove to be incorrect, or the analyses are applied incorrectly, our financial results may be negatively impacted. Whether actual operating results and business developments will be consistent with our management’s assumptions and analyses depend on a number of factors, many of which are outside our control, including, but not limited to:
Risks Relating to Our Regulation Crowdfunding Securities
Any valuation at this stage is difficult to assess.
The valuation for this offering was established by the company based on the best estimates of management, and is not based on historical financial results. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially early stage companies, is difficult to assess and you may risk overpaying for your investment.
We include projections of future plans and performance in this Form C and our offering page.
Projections rely on the occurrence of stated
The amount of capital we raised in this concurrent offering under Regulation Crowdfunding and Rule 506(c) of Regulation D may not be enough to sustain our business plan, and we intend to raise additional capital in the future.
We intend to undertake additional equity or debt financing in the future that may dilute your investment in this offering.
We intend to undertake further equity or debt financing, which may be dilutive to existing shareholders, and investors in this offering, or result in an issuance of securities whose rights, preferences and privileges are senior to those of other shareholders. Such future equity offerings would also result in a dilution of your interest in the company.
You will not have significant influence on the management of the company.
The day to day management, as well as big picture decisions, will be made exclusively by our executive officers and directors. You will have a very limited ability, if at all, to vote on issues of company management and will not have the right or power to take part in the management of the company and will not be represented on the board of directors of the company. Accordingly, no person should purchase our stock unless he or she is willing to entrust all aspects of management to our executive officers and directors.
An investment in our securities is speculative and there can be no assurance of any return on investment.
Investors will be subject to substantial risks involved in an investment in the company, including the risk of losing their entire investment. An investment in our securities is speculative and may not result in a positive return. Investors should only invest an amount that they are willing to lose entirely.
We may consider a future offering under Regulation A, and more information may be available to investors in that offering.
We are not subject to Sarbanes-Oxley regulations and lack the financial controls and safeguards required of large 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 assurances that there are no significant deficiencies or material weaknesses in the quality of our financial controls. We expect that 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 will incur additional expenses and diversion of management's time.
Our financial statements were prepared on a going concern basis.
Investors will have to subscribe to multiple agreements in order to invest in this offering.
In order to invest in this offering, investors agree to become a party to the Subscription Agreement with the company, and the Custodian and Voting Agreement with XX Investments, LLC available here https://wefunder.com/legal/custodian (the “Custodian and Voting Agreement”), under which XX Investments, LLC (the “Custodian”) will hold title of the securities for the benefit of the investor. The company has chosen to participate in this program offered by Wefunder as a means of simplifying communications with investors and to help facilitate future liquidity. Further, transferees will be required to become parties to the Custodian and Voting Agreement.
As part of the Custodian and Voting Agreement, Investors will grant the Custodian the right to vote their shares purchased in this offering.
The Custodian will vote the shares as directed by a “Lead Investor” appointed by the company who is supposed to represent the interests of investors. This means that investors in this offering will not have the right to vote for the things like the election of directors or amendments to the company’s Articles of Incorporation. Instead, that right will be granted to the Custodian, and its affiliate, XX Team LLC.
You will not hold title to the purchased securities, instead, title will be held by the Custodian.
Under the terms of the Custodian and Voting Agreement, title to the shares in this offering will be held by the Custodian for your benefit. By holding custody of the title to the shares it means that the Custodian will be required to engage in business practices that protect your interests as the beneficial owner of the shares. The shares are not protected by insurance, and it is unclear what protections are available if the Custodian enters into bankruptcy proceedings in which creditors assert rights to shares for which you are the beneficial owner.
No regulator has given their approval of the form of the arrangement with the Custodian.
The company has relied on representations by Wefunder regarding the legality of the arrangement with the Custodian. If during this offering, or in subsequent securities offerings by the company for which require regulatory review, the arrangement with the Custodian is challenged, the company may incur costs to unwind the arrangement by either transferring title to the securities from the Custodian to investors, or by engaging a different custodian.
By executing the subscription agreement in this offering, investors will join as Stockholders under our Series Seed-2 Investors’ Rights Agreement.
The company has established an Investors’ Rights Agreement for each new stockholder to the company in this offering. The agreement provides for among, other items, participation rights in future offerings, acceptance of any acquisition terms approved by the majority of stockholders, and a voting proxy granted to our CEO, Josh Simons.
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