Convertible Promissory Notes
Note converts to Non-Voting Common Stock when the company raises $4,000,000 in a qualified equity financing
Maturity Date: February 28, 2021
$7,000,000 Valuation Cap
10% Discount Rate
7% Annual Interest Rate*
*Annual Interest Rate subject to adjustment 10% bonus for StartEngine shareholders. See 10% Bonus below
Maximum $1,070,000 of Convertible Notes
Minimum $10,000 of Convertible Notes
|Corporate Address||350 W 500 S, Provo UT 84601|
|Description of Business||Supplier of cellular based hardware and accessories|
|Type of Security Offered||Convertible Promissory Notes|
|Minimum Investment Amount (per investor) ||$250|
What is a Convertible Note?
These convertible promissory notes offer you the right to receive Non-Voting Common Stock in Discountcell. The number of shares you will receive in the future will be determined at the next equity round in which the Company raises at least $4,000,000 in qualified equity financing. The highest conversion price per share is set based on a $7,000,000 Valuation Cap or if less, then you will receive a 10% discount on the price the new investors are purchasing. You also receive 7% interest per year added to your investment. When the maturity date is reached, if the note has not converted then you are entitled to receive Non-Voting Stock equal to your investment and interest back at a price per security determined by dividing the Valuation Cap by the aggregate number of outstanding common shares of the Company as of immediately prior (on a fully diluted basis). See pages 8 and 9 of the offering document for additional information on the terms of the convertible promissory notes.
$1,000+ Discount code for 30% off products at Discountcell.com
$10,000+ Skype phone call with founder
$50,000+ Dinner on us with founder at your location (continental US only).
*All perks occur after the offering is completed.
The 10% Bonus for StartEngine Shareholders
Discountcell Inc will offer a 10% bonus on the annual interest rate for all investments that are committed by StartEngine Crowdfunding Inc. shareholders (with ≥ $1,000 invested in the StartEngine Reg A+ campaign) within 24 hours of this offering going live.
StartEngine shareholders who have invested $1,000+ in the StartEngine Reg A+ campaign will receive a 10% increase in the annual interest rate on Convertible Promissory Notes in this Offering if they invest within a 24-hour window of their campaign launch date. For example, if invest in the first 24 hours, your annual interest rate will be 7.7% instead of 7%.
This 10% Bonus is only valid for one year from the time StartEngine Crowdfunding Inc. investors receive their countersigned StartEngine Crowdfunding Inc. subscription agreement.
Irregular Use of Proceeds
The Company might incur Irregular Use of Proceeds that may include but are not limited to the following over $10,000: Vendor payments and salary made to one's self, a friend or relative; Any expense labeled "Administration Expenses" that is not strictly for administrative purposes; Any expense labeled "Travel and Entertainment"; Any expense that is for the purposes of inter-company debt or back payments.
Most recent fiscal year-end:
Prior fiscal year-end:
Cash And Cash Equivalents
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.