Convertible Promissory Note
Note converts to Common Non-Voting Membership Units when the company raises at least $500,000 in a qualified equity financing
or reaches the maturity date, whichever occurs first.
Maturity Date: December 31, 2020
$5,500,000 Valuation Cap
20% Discount Rate
5% Interest Rate*
*Annual Interest Rate subject to adjustment 10% bonus for StartEngine shareholders. See 10% Bonus below
Maximum ($107,000) of Convertible Promissory Notes
*Maximum subject to adjustment for bonus shares. See 10% Bonus below
Minimum ($10,000) of Convertible Promissory Notes
What is a Convertible Note?
A convertible note offers you the right to receive Common Non-Voting Membership Units in Duby, LLC. The number of membership units you will receive in the future will be determined at the next equity round in which the Company raises at least $500,000 in qualified equity financing or the note reaches the maturity date. The highest conversion price per share is set based on a $5,500,000 Valuation Cap or if less, then you will receive a 20% discount on the price the new investors are purchasing. You also receive 5% 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 Common Non-Voting Membership Units 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).
|Corporate Address||1155 N. Sherman Street, Suite 304, Denver, CO 80203|
|Description of Business||Software development and social marketing services company. Owner and operator of Duby, a social network for the cannabis community, plus the suite of software applications that make up and support the Duby Social Network, and is a provider of social media and marketing products and services.|
|Type of Security Offered||Convertible Promissory Notes|
|Minimum Investment Amount (per investor) ||$500.00|
$500 — Duby Swag Bag and a personalized thank you from the crew!
$2,500 — A single (1) invitation to the Duby 420 Private Party in Denver, Colorado on Saturday, April 20th, 2019.
$5,000 — A pair (2) of invitations to the Duby 420 Private Party in Denver, Colorado on Saturday, April 20th, 2019.
$10,000 — Two pair (4) of invitations to the Duby 420 Private Party,plus and a free Duby for Business Account for 1 Year.
$25,000 — Two pair (4) of invitations to the Duby 420 Private Party,and a free Duby for Business Account for LIFE.
*All perks occur after the offering is completed. The date, time, and location of the Duby 420 Private Party may be subject to change and will be determined upon closing of this offering with a minimum target of $107,000.00. The invitation to the party does not include travel and accommodations or any guarantees. A Duby for Business Account is a Starter Retail Account, currently valued at $1188.00/yr.
The 10% Bonus for StartEngine Shareholders
Duby, LLC will offer 10% additional bonus shares 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 5.5% instead of 5%.
This 10% Bonus is only valid for one year from the time StartEngine Crowdfunding Inc. investors receive their countersigned StartEngine Crowdfunding Inc. subscription agreement.
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 founders and operators; Any expense labeled "Administration Expenses" that is not strictly for administrative purposes; Any expense that is for the purposes of inter-company debt or back payments, specifically we are planning on paying a portion, or all of our existing short term, high-interest rate, credit card debt mentioned above to reduce monthly interest expenses and the existing loans provided to the company by it's co-founder.
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.