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Invest in Politiscope, Inc.

Politiscope strips away the unnecessary complexity of politics and empowers voters with raw media, information on elected officials and action items

  • $149,500Amount raised
  • $1,000Minimum
  • $8,000,000Valuation cap

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

Politiscope, Inc. is offering securities under both Regulation D and Regulation CF through SI Securities, LLC ("SI Securities"). SI Securities is an affiliate of SeedInvest Technology, LLC, a registered broker-dealer, and member FINRA/SIPC. SI Securities will receive cash compensation equal to 7.50% of the value of the securities sold and equity compensation equal to 5.00% of the number of securities sold. Investments made under both Regulation D and Regulation CF involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest. Furthermore, the contents of the Highlights, Term Sheet sections have been prepared by SI Securities and shall be deemed broker-dealer communications subject to FINRA Rule 2210 (the “Excluded Sections”). With the exception of the Excluded Sections noted above, this profile contains offering materials prepared solely by Politiscope, Inc. without the assistance of SI Securities, and not subject to FINRA Rule 2210 (the “Issuer Profile”). The Issuer Profile may contain forward-looking statements and information relating to, among other things, the company, its business plan and strategy, and its industry. Investors should review the risks and disclosures in the offering's draft. The contents of this profile are meant to be a summary of the information found in the company’s Form C. Before making an investment decision, investors should review the company’s Form C for a complete description of its business and offering information, a copy of which may be found both here and below.


Company Highlights

  • Over 30,000 users with a 29% DAU/MAU ratio.
  • Launched by former NFL player Walter Powell Jr. (Arizona Cardinals, New York Jets, Buffalo Bills) aiming to detail politicians’ votes on legislation, upcoming bills, and contact information.
  • Notable investors include Gary Vaynerchuk, a serial entrepreneur and early investor in Tumblr, Twitter and Snap, Richie Incognito, an offensive guard for the Oakland Raiders (NFL), and Duke Johnson, a running back for the Houston Texans (NFL).
  • Media coverages from Fox Business, TechCrunch, Entrepreneur, and more.
  • Entered into a co-marketing partnership with The Young Turks, a leading online news and talk network for the connected generation with 4.4M subscribers on YouTube.

Fundraise Highlights

  • Total Amount Raised: US $149,500
  • Total Round Size: US $2,000,000
  • Raise Description:  Seed
  • Minimum Investment:  US $1,000 per investor
  • Security Type:  Crowd Note
  • Valuation Cap:  US $8,000,000
  • Offering Type:   Side by Side Offering

Politiscope is empowering voters with digestible and objective information along with easy action items. Politics in the palm of your hand!


With the concept of “fake news” now a solid part of the American lexicon and with divisive, emotionally-tinged partisanship on the rise, many people have become confused, overwhelmed, and therefore disempowered in terms of their ability to cast an informed vote. This has resulted in an overall decline of the U.S. public’s opinion of–and trust in–the country’s political process. By providing easy access to clear, accurate, and objective information about current politicians and political activity, and by allowing users to register to vote and donate within the app itself, Politiscope is helping to solve these issues. Politiscope is a Delaware Corporation, our Politiscope is available on iOS and Android. We merged with DownTicket in the spring of 2019. We currently have over 30,000 users and an exclusive partnership with The Young Turks Network to advertise our application. We are projecting to hit 2,000,000 active users by the end of 2020.  We also have $60K in ARR on our b2b side, licensing our API and our white-labeled product. We are projecting to be in the green by Q3 2020.

The Team

Founders and Officers

Israel Lopez

CEO, CTO, and General Counsel

Mr. Lopez has spent the last ten years at the intersection of technology, law, M&A and securities. After obtaining a football scholarship to Concordia University-St. Paul, Israel became an ESPN All-American both on the field and in the classroom. During his senior year at Concordia he drafted “The Kyle Herman Bill,” a bill that was enacted into Minnesota state law during the 2010 legislative session. Mr. Lopez has facilitated over 50 M&A deals and closed on over $100M in Reg. D financing deals for start-up tech companies as an attorney and entrepreneur. He has founded four companies, three of them tech companies, and Politiscope is his fifth. Mr. Lopez was named in the InBusiness 40 Under 40 list at age 27 and named one of Wisconsin's most powerful Latino's by Madison365 magazine at age 28. He has deep product development experience in SaaS, mobile applications, AI and data procurement and has sold products all over the world including China, Japan and India. As a leader, Mr. Lopez is as dynamic as it gets. As a talent, Mr. Lopez brings a unique skill-set, allowing him to serve as the CEO, CTO and General Counsel for Politiscope. 

Israel Lopez

CEO, CTO, and General Counsel

Mr. Lopez has spent the last ten years at the intersection of technology, law, M&A and securities. After obtaining a football scholarship to Concordia University-St. Paul, Israel became an ESPN All-American both on the field and in the classroom. During his senior year at Concordia he drafted “The Kyle Herman Bill,” a bill that was enacted into Minnesota state law during the 2010 legislative session. Mr. Lopez has facilitated over 50 M&A deals and closed on over $100M in Reg. D financing deals for start-up tech companies as an attorney and entrepreneur. He has founded four companies, three of them tech companies, and Politiscope is his fifth. Mr. Lopez was named in the InBusiness 40 Under 40 list at age 27 and named one of Wisconsin's most powerful Latino's by Madison365 magazine at age 28. He has deep product development experience in SaaS, mobile applications, AI and data procurement and has sold products all over the world including China, Japan and India. As a leader, Mr. Lopez is as dynamic as it gets. As a talent, Mr. Lopez brings a unique skill-set, allowing him to serve as the CEO, CTO and General Counsel for Politiscope. 

Mr. Powell Jr. is a St. Louis, Missouri native and a graduate from Murray State University. He was drafted by the Arizona Cardinals in the 6th round of the NFL Draft. He spent 4 seasons in the NFL playing for the New York Jets & Buffalo Bills. Mr. Powell has been a real estate entrepreneur since he began his career in the NFL, owning properties in St. Louis where he restores damaged properties and opens them up for retired US Veterans. During his time in the NFL, Mr. Powell was mentored by AJ Vaynerchuk and Gary Vaynerchuk, his agents, to think outside of the game of football. He actively works with other athletes and entrepreneurs to promote leadership and financial security to underprivileged communities. In June of 2018, Mr. Powell turned down four NFL contract offers to pursuit Politiscope. In doing so he stated, “football is my passion, but Politiscope is my purpose.” He is one of the first NFL players in history to become the founder of a technology company and is the face of Politiscope. 

Walter Powell Jr.

CBO

Mr. Powell Jr. is a St. Louis, Missouri native and a graduate from Murray State University. He was drafted by the Arizona Cardinals in the 6th round of the NFL Draft. He spent 4 seasons in the NFL playing for the New York Jets & Buffalo Bills. Mr. Powell has been a real estate entrepreneur since he began his career in the NFL, owning properties in St. Louis where he restores damaged properties and opens them up for retired US Veterans. During his time in the NFL, Mr. Powell was mentored by AJ Vaynerchuk and Gary Vaynerchuk, his agents, to think outside of the game of football. He actively works with other athletes and entrepreneurs to promote leadership and financial security to underprivileged communities. In June of 2018, Mr. Powell turned down four NFL contract offers to pursuit Politiscope. In doing so he stated, “football is my passion, but Politiscope is my purpose.” He is one of the first NFL players in history to become the founder of a technology company and is the face of Politiscope. 

最终痴汉电车3Mr. Desai graduated from the University of Pennsylvania’s Management and Technology program in 1996 with a BS in Economics from the Wharton School of Business and a BAS in Environmental Systems from the School of Engineering and Applied Science. He would later obtain an M.S. in Engineering from the Johns Hopkins University in 2003 and an MBA from the University of Washington in 2007. Mr. Desai is the founder of Ten-Divide, Inc., acquired by EA Engineering in 2007 and participated on the team that led EA through an 8-figure exit via an ESOP. Following the exit in August 2016, Mr. Desai provided strategy and field team recruiting support to the Hillary for America presidential campaign in Philadelphia, PA, working with communities in North and South Philadelphia and student populations at Penn, Drexel, and Temple. Based on what was happening around the country in the leadup to and following the 2016 Presidential election, Mr. Desai felt that one of the greatest needs and opportunities to leverage technology and improve lives was to improve citizen engagement in our political process and Politiscope is the result of that belief.

Nim Desai

COO

最终痴汉电车3Mr. Desai graduated from the University of Pennsylvania’s Management and Technology program in 1996 with a BS in Economics from the Wharton School of Business and a BAS in Environmental Systems from the School of Engineering and Applied Science. He would later obtain an M.S. in Engineering from the Johns Hopkins University in 2003 and an MBA from the University of Washington in 2007. Mr. Desai is the founder of Ten-Divide, Inc., acquired by EA Engineering in 2007 and participated on the team that led EA through an 8-figure exit via an ESOP. Following the exit in August 2016, Mr. Desai provided strategy and field team recruiting support to the Hillary for America presidential campaign in Philadelphia, PA, working with communities in North and South Philadelphia and student populations at Penn, Drexel, and Temple. Based on what was happening around the country in the leadup to and following the 2016 Presidential election, Mr. Desai felt that one of the greatest needs and opportunities to leverage technology and improve lives was to improve citizen engagement in our political process and Politiscope is the result of that belief.

Mr. White is the political mind behind Politiscope.  Mr. Jackson has spent the last 10 years of his life building the experience, temperament, attitude and character needed to make Politiscope the most trusted source for objective political news on the market. Jackson is, to say the least, obsessed with the political structure of democracies. His obsession has turned him into a national political ideology contributor. Most of his business experience prior to Politiscope was in event organization where started a led an event management business that organized over 500 events in 50 cities across America. While on the constant road, he was able to nurture is political obsession by learning systems state by state. The media and content strategy for Politiscope is the brain child of Mr. Jackson, someone who's coming from St. Louis, MO, and has a unique ability to create content that can be digested by everyone. 

Jackson White

CIO

Mr. White is the political mind behind Politiscope.  Mr. Jackson has spent the last 10 years of his life building the experience, temperament, attitude and character needed to make Politiscope the most trusted source for objective political news on the market. Jackson is, to say the least, obsessed with the political structure of democracies. His obsession has turned him into a national political ideology contributor. Most of his business experience prior to Politiscope was in event organization where started a led an event management business that organized over 500 events in 50 cities across America. While on the constant road, he was able to nurture is political obsession by learning systems state by state. The media and content strategy for Politiscope is the brain child of Mr. Jackson, someone who's coming from St. Louis, MO, and has a unique ability to create content that can be digested by everyone. 

Term Sheet

A Side by Side offering refers to a deal that is raising capital under two offering types. If you plan on investing less than US $20,000.00, you will automatically invest under the Regulation CF offering type. If you invest more than US $20,000.00, you must be an accredited investor and invest under the Regulation D offering type.

Fundraising Description

  • Round type:
    Seed

  • Round size:
    US $2,000,000

  • Raised to date:
    US $149,500
    US $4,500 (under Reg CF only)

  • Minimum investment:
    US $1,000

  • Target Minimum:
    US $500,000
  • Key Terms

  • Security Type:
    Crowd Note

  • Conversion discount:
    20.0%

  • Valuation Cap:
    US $8,000,000

  • Interest rate:
    5.0%

  • Note term:
    24 months
  • Additional Terms

  • Custody of Shares

    最终痴汉电车3Investors who invest $50,000 or less will have their securities held in trust with a Custodian that will serve as a single shareholder of record. These investors will be subject to the Custodian’s Account Agreement, including the electronic delivery of all required information. 


  • Investment Proxy Agreement

    Investors who invest $50,000 or less will be subject to an Investment Proxy Agreement (“IPA”). The IPA will authorize an investment Manager to act as representative for each non-Major Purchaser and take certain actions for their benefit and on their behalf. Please see a copy of the IPA included with Company's offering materials for additional details.


  • Closing conditions:
    While Politiscope has set an overall target minimum of US $500,000 for the round, Politiscope must raise at least US $25,000 of that amount through the Regulation CF portion of their raise before being able to conduct a close on any investments below $20,000. For further information please refer to Politiscope's Form C.

  • Regulation CF cap:
    While Politiscope is offering up to US $2,000,000 worth of securities in its Seed, only up to US $1,070,000 of that amount may be raised through Regulation CF.

  • Transfer restrictions:
    Securities issued through Regulation CF have a one year restriction on transfer from the date of purchase (except to certain qualified parties as specified under Section 4(a)(6) of the Securities Act of 1933), after which they become freely transferable. While securities issued through Regulation D are similarly considered "restricted securities" and investors must hold their securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available.

  • Use of Proceeds

    Investor Perks

    最终痴汉电车3First 100 investors get Politiscope t-shirt and $100K+ investors can attend board meeting at Vayner Media with Gary Vee and NFL players.

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

    Market Landscape

    最终痴汉电车3Our Market Landscape includes campaign contributions, profile subscriptions to legislators, SaaS sales to political organizations, API sales to media companies, data sales and mobile ad space sales. 


    Politiscopes’s target audience is anybody who wants to know more about or become more involved in politics no matter where they stand on the political spectrum, but we are specifically targeting millennials as 2020 will be the peak of the “voter interest bell curve” for millennials. Additionally, in the 2016 presidential election 106,516,046 eligible voters did not vote, almost half of the country. Millennials and Gen Z are the most informed generations in history, but politics has not caught up to the age of information yet so they don’t have the tools they need to participate. Politiscope is here to solve that problem for them. After we scale in the US, Politiscope is designed in a way to easily make an impact in democracies all over the world. We believe we can get to over 3,000,000 active users by the end of 2020.

    最终痴汉电车3We are taking 5% of all donations through the application ($1.1B donated to campaigns annually by individuals) and selling profile upgrades to legislators ($5M annual market).

    Aside from our B2C mobile application, we commercialized the application to license our API and our white-labeled product to businesses with a political agenda and media companies. There are over 300 organizations that fall within our target market. At $80,000 ARR per sale,  this gives us a target market of $24,000,000.  

    Phase 2 of our monetization strategy includes aggregated data sales ($50B market) and mobile ad space sales ($70B market). 

    Risks and Disclosures

    Risks Related to the Company’s Business and Industry

    We have not prepared any audited financial statements.最终痴汉电车3 Therefore, you have no audited financial information regarding the Company’s capitalization or assets or liabilities on which to make your investment decision. If you feel the information provided is insufficient, you should not invest in the Company.

    The Company is pre-revenue and may not be successful in its efforts to grow and monetize its product. 最终痴汉电车3It has limited operating capital and for the foreseeable future will be dependent upon its ability to finance operations from the sale of equity or other financing alternatives. There can be no assurance that the Company will be able to successfully raise operating capital. The failure to successfully raise operating capital, and the failure to effectively monetize its products, could result in bankruptcy or other event which would have a material adverse effect on the Company and the value of its shares. The Company has limited assets and financial resources, so such adverse event could put investors’ dollars at significant risk.

    The development and commercialization of the Company’s products and services are highly competitive.最终痴汉电车3 It faces competition with respect to any products and services that it may seek to develop or commercialize in the future. Its competitors include major companies worldwide. Many of the Company’s competitors have significantly greater financial, technical and human resources and may have superior expertise in research and development and marketing approved services and thus may be better equipped than the Company to develop and commercialize services. These competitors also compete with the Company in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, the Company’s competitors may commercialize products more rapidly or effectively than the Company is able to, which would adversely affect its competitive position, the likelihood that its services will achieve initial market acceptance and its ability to generate meaningful additional revenues from its products and services.

    The Company has no history upon which an evaluation of its prospects and future performance can be made.最终痴汉电车3 Its proposed operations are subject to all business risks associated with new enterprises. The likelihood of its creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the inception of a business, operation in a competitive industry, and the continued development of advertising, promotions, and a corresponding client base. There can be no assurances that the Company will ever operate profitably. You should consider the Company's business, operations and prospects in light of the risks, expenses, and challenges faced as an early-stage company.

    The Company’s cash position is relatively weak. 最终痴汉电车3Specifically, the Company has approximately $1450 in cash remaining as of September 30. The Company could be harmed if it is unable to meet its cash demands, and the Company may not be able to continue operations if they are not able to raise additional funds.

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

    最终痴汉电车3In addition, achieving growth depends on its successful development, introduction, and marketing of innovative new products and line extensions. Successful innovation depends on its ability to correctly anticipate customer and consumer acceptance, to obtain, protect and maintain necessary intellectual property rights, and to avoid infringing the intellectual property rights of others and failure to do so could compromise its competitive position and adversely impact its business

    The Company forecasts project aggressive growth in 2020. If these assumptions are wrong and the projections regarding market penetration are too aggressive, then the financial forecast may overstate the Company's overall viability. In addition, the forward-looking statements are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

    The Company is pre-revenue and may not be successful in its efforts to grow and monetize its product. It has limited operating capital and for the foreseeable future will be dependent upon its ability to finance operations from the sale of equity or other financing alternatives. There can be no assurance that the Company will be able to successfully raise operating capital. The failure to successfully raise operating capital, and the failure to effectively monetize its products, could result in bankruptcy or other event which would have a material adverse effect on the Company and the value of its shares. The Company has limited assets and financial resources, so such adverse event could put investors’ dollars at significant risk.

    The Company has very limited operating history since its organization. There is no assurance that the Company will meet its business objectives or operate profitably. To develop its products, the Company will need to incur significant expenses on further development and marketing. These expenses may exceed the amount of proceeds from this Offering and other sources of revenue, and it is likely the Company will experience net operating losses into the foreseeable future.

    Following this Offering, the Company will almost certainly need to seek additional financing, which may include the issuance of additional shares of the Company’s stock or other securities. There can be no assurance that the Company will be able to obtain such financing, or that, if available, such financing would not result in a substantial dilution in the value of the Company’s outstanding stock. Additional financing may require that the Company issue securities that have rights, preferences and privileges that are senior to the Shares.

    The Company's financial success will depend, to a significant extent, on the efforts and abilities of its Key Employees, Nimish Desai, Israel Lopez, Walter Powell Jr. and Jackson White. 最终痴汉电车3The loss of the services of any of them for any reason could seriously impair the Company’s ability to proceed as a viable entity.

    The Company has engaged in Related Party Transactions. 最终痴汉电车3The Company has a short term loan from related party Nimish Desai. The loan bears no interest and has no formal repayment structure. Nimish Desai is a member of the Company’s management team. In addition, in 2018, the Company issued a promissory note in exchange for $10,000 to related party Nimish Desai. The Note bears an interest rate of 2% per annum compounded semiannually. The Note will become due on demand of the Note Holder.

    Management has identified a Going Concern Note in its financial statements. Specifically, management has identified the following conditions and events that create uncertainty about the ability of the Company to continue as a going concern. The Company sustained net operating losses in 2018 & 2017. The following describes management's plans that alleviated substantial doubt about the Company's ability to continue as a going concern. The Company will raise funds through a Regulation CF offering. The Company's ability to meet its obligations as they become due is dependent upon the success of management's plans, as described above.

    The individuals listed as advisors on the pitch deck are mentors, rather than formal advisors. These individuals do not have formal agreements in place with the Company, and may not be compensated for their expertise and advise.

    The Company acquired Political Junkie, Inc. by way of a tax-free stock exchange version of a reverse triangular merger in May, 2019. In the merger, Israel Lopez, Walter Powell Jr. and Jackson White, the founders of Political Junkie, Inc., joined the Company and all Political Junkie, Inc. assets were assigned to the Company. Political Junkie, Inc. is now a wholly owned subsidiary of the Company.

    The Company’s strategy for development contemplates the Company will enter into and maintain various arrangements with customers and industry partners. There can be no assurance that such arrangements can be secured or will be maintained or that additional recurring arrangements will be entered into. Although the Company believes that parties to any such arrangements would have economic and other motivations to perform their contractual responsibilities in full, the amount and timing of resources which they would devote to these activities would not be within the control of the Company. There can be no assurance that such parties would perform their obligations as expected or that any revenue would be derived by the Company from such arrangements; nor can there be any assurance that the Company would be able to perform its obligations under any such arrangements. The Company’s failure to perform its obligations under such arrangements could result in their termination by the other party or parties thereto, which would have a material adverse effect on the Company’s success.

    Deviation from Business Plan最终痴汉电车3. The Company may attempt to sell its business prior to fully reaching market potential, in which case the value of the Company may not have an opportunity to mature, or the Company may abandon the development of its existing products and/or services to pursue other opportunities that arise.

    There is no assurance that the Company’s products and/or services will be accepted by customers in the intended market for such products and/or services, or that competitors may develop superior products and/or services or be able to provide such products and/or services at lower costs to customers than the Company. Lack of acceptance of the Company’s products and/or services would have a material adverse effect on the Company and the value of the Shares. The Company’s products and/or services and the value of the Company and its stock are generally subject to risks inherent in a general economic downturn or a downturn in the market in which the Company’s products and/or services are sold.

    Potential future conflict of interest. While the Company’s management does not feel that the Company is currently engaged in any other conflict of interest transactions or relationships with any of its Shareholders, Directors or officers (or their affiliates), there is no assurance that the Company will not in the future become involved in such conflict of interest transactions or relationships.

    Certain potential conflicts of interest are inherent in the relationships of the Company with its Shareholders, Directors and officers. Such conflicts arise where these persons or their affiliates transact business with or have other relationships with the Company, or where such persons own businesses or are otherwise materially interested in or involved with individuals or firms that transact business with or have other relationships with the Company.

    Risks Related to the Securities

    The Crowd Notes will not be freely tradable until one year from the initial purchase date. 最终痴汉电车3Although the Crowd Notes may be tradable under federal securities law, state securities regulations may apply and each Purchaser should consult with his or her attorney. You should be aware of the long-term nature of this investment. There is not now and likely will not be a public market for the Crowd Notes. Because the Crowd Notes have not been registered under the 1933 Act or under the securities laws of any state or non-United States jurisdiction, the Crowd Notes have transfer restrictions under Rule 501 of Regulation CF. It is not currently contemplated that registration under the 1933 Act or other securities laws will be effected. Limitations on the transfer of the Crowd Notes may also adversely affect the price that you might be able to obtain for the Crowd Notes in a private sale. Purchasers should be aware of the long-term nature of their investment in the Company. Each Purchaser in this Offering will be required to represent that it is purchasing the Securities for its own account, for investment purposes and not with a view to resale or distribution thereof.

    We are selling convertible notes that will convert into shares or result in payment in limited circumstances. These notes only convert or result in payment in limited circumstances. If the Crowd Notes reach their maturity date, investors (by a decision of the Crowd Note holders holding a majority of the principal amount of the outstanding Crowd Notes) will either (a) receive payment equal to the total of their purchase price plus outstanding accrued interest, or (b) convert the Crowd Notes into shares of the Company’s most senior class of preferred stock, and if no preferred stock has been issued, then shares of Company’s common stock (provided the Company has converted into a C-Corporation). If there is a merger, buyout or other corporate transaction that occurs before a qualified equity financing, investors will receive a payment of the greater of their purchase price plus outstanding interest, the amount of preferred shares they would have been able to purchase using the valuation cap (if the Company has converted into a C-Corporation prior), or, if the Company has not converted into a C-Corporation at that time, payment equal to the cash value of such preferred shares had the notes converted into preferred shares. If there is a qualified equity financing (an initial public offering registered under the 1933 Act or a financing using preferred shares), the notes will convert into a yet to-be-determined class of preferred stock, provided the Company has converted into a C-Corporation. If the notes convert because they have reached their maturity date, the notes will convert based on a $8,000,000 valuation cap. If the notes convert due to a qualified equity financing, the notes will convert at a discount of 20%, or based on a $8,000,000 valuation cap. This means that investors would be rewarded for taking on early risk compared to later investors. Outside investors at the time of conversion, if any, might value the Company at an amount well below the $8,000,000 valuation cap, so you should not view the $8,000,000 as being an indication of the Company’s value.

    We have not assessed the tax implications of using the Crowd Note. To the extent permitted by generally accepted accounting and tax principles, the Company and investors will treat, account and report the Crowd Note as debt and not equity for accounting and tax purposes and with respect to any returns filed with federal, state or local tax authorities. However, because the Crowd Note is a type of debt security, there has been inconsistent treatment under state and federal tax law as to whether securities like the Crowd Note can be considered a debt of the Company, or the issuance of equity. Investors should consult their tax advisers.

    The Crowd Note contains dispute resolution provisions which limit your ability to bring class action lawsuits or seek remedy on a class basis.最终痴汉电车3 By purchasing a Crowd Note this Offering, you agree to be bound by the dispute resolution provisions found in Section 6 of the Crowd Note. Those provisions apply to claims regarding this Offering, the Crowd Notes and possibly the securities into which the Crowd Note are convertible. Under those provisions, disputes under the Crowd Note will be resolved in arbitration conducted in Delaware. Further, those provisions may limit your ability to bring class action lawsuits or similarly seek remedy on a class basis.

    You may have limited rights. The Company has not yet authorized preferred stock, and there is no way to know what voting rights those securities will have. In addition, as an investor in the Regulation CF offering you will be considered a Non-Major Investor (as defined below) under the terms of the notes offered, and therefore, you have more limited information rights.

    You will be bound by an investor proxy agreement which limits your voting rights. As a result of purchasing the notes, all Non-Major Investors (including all investors investing under Regulation CF) will be bound by an investor proxy agreement. This agreement will limit your voting rights and at a later time may require you to convert your future preferred shares into common shares without your consent. Non-Major Investors will be bound by this agreement, unless Non-Major Investors holding a majority of the principal amount outstanding of the Crowd Notes (or majority of the shares of the preferred equity the notes will convert into) held by Non-Major Investors vote to terminate the agreement.

    A majority of the Company is owned by a small number of owners. Prior to the Offering, the Company’s current owners of 20% or more of the Company’s outstanding voting securities beneficially own up to 23.65% of the Company’s voting securities. Subject to any fiduciary duties owed to our other owners or investors under Delaware law, these owners may be able to exercise significant influence over matters requiring owner approval, including the election of directors or managers and approval of significant Company transactions, and will have significant control over the Company’s management and policies. Some of these persons may have interests that are different from yours. For example, these owners may support proposals and actions with which you may disagree. The concentration of ownership could delay or prevent a change in control of the Company or otherwise discourage a potential acquirer from attempting to obtain control of the Company, which in turn could reduce the price potential investors are willing to pay for the Company. In addition, these owners could use their voting influence to maintain the Company’s existing management, delay or prevent changes in control of the Company, or support or reject other management and board proposals that are subject to owner approval.

    Arbitrary Company Valuation and Determination of Purchase Price. The valuations set forth in the Notes for purposes of calculating certain default conversion rates are arbitrary and are not an indication or representation of the value of the Company. The purchase price of equity in a future Qualified Financing (the “Purchase Price”) may be determined based upon a number of factors, some of which bear no relation to established valuation criteria such as assets, earnings, net worth or book value. The Purchase Price will be approved by the Company’s management as adequate consideration for the equity offered in a Qualified Financing. There can be no assurance that the Purchase Price represents the fair market value of this equity. No formal independent fair market valuation of the Company or its equity has been or is expected to be obtained.

    The Company’s Board of Directors currently consists of five individuals elected by a majority of the issued and outstanding shares of Common Stock of the Company. Currently, Walter Powell Jr., Israel Lopez, and Nim Desai are the three Directors with two vacant seats. After the sale of all of the Securities in this Offering, the Founders will continue to be the controlling holders of Common Stock of the Company and will collectively control the election of the three-person Board of Directors.

    Absence of Distributions. 最终痴汉电车3The Company has never paid distributions and does not intend to pay any distributions in the immediate future.

    Each of the two Founders will hold a significant number of shares of Common Stock of the Company even after the Offering, and are officers of the Company, and are willing to provide services to the Company. Additionally, Walter Powell Jr. is on the Company’s Board of Directors. The Founders will be compensated for those services pursuant to agreements and/or arrangements that are subject to approval, interpretation and/or termination by the Company’s Board of Directors.

    General Risks and Disclosures

    Start-up investing is risky. Investing in startups is very risky, highly speculative, and should not be made by anyone who cannot afford to lose their entire investment. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup or early-stage venture often relies on the development of a new product or service that may or may not find a market. Before investing, you should carefully consider the specific risks and disclosures related to both this offering type and the company which can be found in this company profile and the documents in the data room below.

    Your shares are not easily transferable.最终痴汉电车3 You should not plan on being able to readily transfer and/or resell your security. Currently there is no market or liquidity for these shares and the company does not have any plans to list these shares on an exchange or other secondary market. At some point the company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a "liquidation event" occurs. A "liquidation event" is when the company either lists their shares on an exchange, is acquired, or goes bankrupt.

    The Company may not pay dividends for the foreseeable future.最终痴汉电车3 Unless otherwise specified in the offering documents and subject to state law, you are not entitled to receive any dividends on your interest in the Company. Accordingly, any potential investor who anticipates the need for current dividends or income from an investment should not purchase any of the securities offered on the Site.

    Valuation and capitalization. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold.

    You may only receive limited disclosure. While the company must disclose certain information, since the company is at an early-stage they may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long history. The company may also only obligated to file information periodically regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events — through continuing disclosure that you can use to evaluate the status of your investment.

    Investment in personnel.最终痴汉电车3 An early-stage investment is also an investment in the entrepreneur or management of the company. Being able to execute on the business plan is often an important factor in whether the business is viable and successful. You should be aware that a portion of your investment may fund the compensation of the company's employees, including its management. You should carefully review any disclosure regarding the company's use of proceeds.

    Possibility of fraud. In light of the relative ease with which early-stage companies can raise funds, it may be the case that certain opportunities turn out to be money-losing fraudulent schemes. As with other investments, there is no guarantee that investments will be immune from fraud.

    Lack of professional guidance. Many successful companies partially attribute their early success to the guidance of professional early-stage investors (e.g., angel investors and venture capital firms). These investors often negotiate for seats on the company's board of directors and play an important role through their resources, contacts and experience in assisting early-stage companies in executing on their business plans. An early-stage company may not have the benefit of such professional investors.

    Representatives of SI Securities, LLC are affiliated with SI Advisors, LLC ("SI Advisors")最终痴汉电车3 Representatives of SI Securities, LLC are affiliated with SI Advisors, LLC ("SI Advisors"). SI Advisors is an exempt investment advisor that acts as the General Partner of SI Selections Fund I, L.P. ("SI Selections Fund"). SI Selections Fund is an early stage venture capital fund owned by third-party investors. From time to time, SI Selections Fund may invest in offerings made available on the SeedInvest platform, including this offering. Investments made by SI Selections Fund may be counted towards the total funds raised necessary to reach the minimum funding target as disclosed in the applicable offering materials.

    Politiscope, Inc.'s Form C

    最终痴汉电车3The Form C is a document the company must file with the Securities and Exchange Commission, which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.

    Download Politiscope, Inc.'s  Form C

    Frequently Asked Questions

    About Side by Side Offerings
    What is Side by Side?

    最终痴汉电车3A Side by Side offering refers to a deal that is raising capital under two offering types. This Side by Side offering is raising under Regulation CF and Rule 506(c) of Regulation D.


    What is a Form C?

    最终痴汉电车3The Form C is a document the company must file with the Securities and Exchange Commission (“SEC”) which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.

    Before making any investment decision, it is highly recommended that prospective investors review the Form C filed with the SEC (included in the company's profile) before making any investment decision.


    What is Rule 506(c) under Regulation D?

    Rule 506(c) under Regulation D is a type of offering with no limits on how much a company may raise. The company may generally solicit their offering, but the company must verify each investor’s status as an accredited investor prior to closing and accepting funds. To learn more about Rule 506(c) under Regulation D and other offering types check out our blog and academy.


    What is Reg CF?

    Title III of the JOBS Act outlines Reg CF, a type of offering allowing private companies to raise up to $1 million from all Americans. Prior capital raising options limited private companies to raising money only from accredited investors, historically the wealthiest ~2% of Americans. Like a Kickstarter campaign, Reg CF allows companies to raise funds online from their early adopters and the crowd. However, instead of providing investors a reward such as a t-shirt or a card, investors receive securities, typically equity, in the startups they back. To learn more about Reg CF and other offering types check out our blog and academy.


    Making an Investment in Politiscope, Inc.
    How does investing work?

    When you complete your investment on SeedInvest, your money will be transferred to an escrow account where an independent escrow agent will watch over your investment until it is accepted by Politiscope, Inc.. Once Politiscope, Inc. accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Politiscope, Inc. in exchange for your securities. At that point, you will be a proud owner in Politiscope, Inc..


    What will I need to complete my investment?

    To make an investment, you will need the following information readily available:

    1. Personal information such as your current address and phone number
    2. Employment and employer information
    3. Net worth and income information
    4. Social Security Number or passport
    5. ABA bank routing number and checking account number (typically found on a personal check or bank statement)

    If you are investing under Rule 506(c) of Regulation D, your status as an Accredited Investor will also need to be verified and you will be asked to provide documentation supporting your income, net worth, revenue, or net assets or a letter from a qualified advisor such as a Registered Investment Advisor, Registered Broker Dealer, Lawyer, or CPA.


    How much can I invest?

    An investor is limited in the amount that he or she may invest in a Reg CF offering during any 12-month period:

    • If either the annual income or the net worth of the investor is less than $100,000, the investor is limited to the greater of $2,000 or 5% of the lesser of his or her annual income or net worth.
    • If the annual income and net worth of the investor are both greater than $100,000, the investor is limited to 10% of the lesser of his or her annual income or net worth, to a maximum of $100,000.

    Separately, Politiscope, Inc. has set a minimum investment amount of US $1,000.

    Accredited investors investing $20,000 or over do not have investment limits.


    After My Investment
    What is my ongoing relationship with the Issuer?

    最终痴汉电车3You are a partial owner of the company, you do own securities after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.

    In certain circumstances a company may terminate its ongoing reporting requirement if:

    1. The company becomes a fully-reporting registrant with the SEC
    2. The company has filed at least one annual report, but has no more than 300 shareholders of record
    3. The company has filed at least three annual reports, and has no more than $10 million in assets
    4. The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
    5. The company ceases to do business

    However, regardless of whether a company has terminated its ongoing reporting requirement per SEC rules, SeedInvest works with all companies on its platform to ensure that investors are provided quarterly updates. These quarterly reports will include information such as: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) any notable press and news.


    How can I sell my securities in the future?

    Currently there is no market or liquidity for these securities. Right now Politiscope, Inc. does not plan to list these securities on a national exchange or another secondary market. At some point Politiscope, Inc. may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when Politiscope, Inc. either lists their securities on an exchange, is acquired, or goes bankrupt.


    How do I keep track of this investment?

    最终痴汉电车3You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement. If invested under Regulation CF you may also receive periodic updates from the company about their business, in addition to monthly account statements.


    Other General Questions
    What is this page about?

    This is Politiscope, Inc.'s fundraising profile page, where you can find information that may be helpful for you to make an investment decision in their company. The information on this page includes the company overview, team bios, and the risks and disclosures related to this investment opportunity. If the company runs a side by side offering that includes an offering under Regulation CF, you may also find a copy of the Politiscope, Inc.'s Form C. The Form C includes important details about Politiscope, Inc.'s fundraise that you should review before investing.


    How can I (or the company) cancel my investment under Regulation CF?

    For offerings made under Regulation CF, you may cancel your investment at any time up to 48 hours before a closing occurs or an earlier date set by the company. You will be sent a reminder notification approximately five days before the closing or set date giving you an opportunity to cancel your investment if you had not already done so. Once a closing occurs, and if you have not canceled your investment, you will receive an email notifying you that your securities have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, you may go to your account's portfolio page by clicking your profile icon in the top right corner.


    What if I change my mind about investing?

    最终痴汉电车3If you invest under any other offering type, you may cancel your investment at any time, for any reason until a closing occurs. You will receive an email when the closing occurs and your securities have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your account's portfolio page by clicking your profile icon in the top right corner.


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