Sol Boards, Inc., Class B Non-Voting Common Stock
Summary of Terms of Investment
Sol Boards, Inc.
1001 SW Emkay Blvd, Suite 100, Bend OR 97702
The following summary (“Summary”) outlines the terms of a proposed investment in Sol Boards, Inc., an Oregon corporation (the “Company”), by certain investors (the “Investors”). No legally binding obligations between the Company and any Investor will be created until definitive agreements are executed and delivered by the Company and the Investor, which agreements, and the Company’s governance documents, shall control in the event of any inconsistency or conflict with the terms of this Summary.
Target Investment: This offering is for up to $2,000,000 in total investment.
Minimum Raise: The minimum total investment for the closing of escrow and the purchase of stock is $35,000. After close of the Minimum Raise, the Company intends to close escrow as funds are raised up the Target Investment amount.
Target Closing Date: The target closing date for this offering is on or before December 31, 2018, unless extended in the Company’s sole discretion.
Investors: Accredited investors who subscribe through StartEngine.com pursuant to a 506(c) offering.
Instrument: The investment instrument is Series B Non-Voting Common Stock (the “Shares”).
Stock Price: $1.25 per Share.
Number of Shares: Up to 1,600,000 Shares are being offered as part of this offering (out of a total of 6,400,000 authorized shares of Class B Non-Voting Common Stock).
Capitalization Summary: Immediately preceding this offering, the Company had, on a fully diluted basis, 6,640,717 Class A common stock issued or committed (including unexercised warrants and options representing 3,885,943 shares), plus 1,528,100 shares of class B non-voting stock. If this offering is fully subscribed, the Company would have a total of 8,968,817 shares of Class A Voting Common Stock and Class B Non-Voting Common Stock (collectively, “Common Stock”) issued or committed on a fully diluted basis on closing of this offering.
It is the intent of the Company to issue an additional 4,000,000 shares of Class B Non-Voting Common Stock, at a stock price likely to be higher the the current offering price of $1.25 per share (but do not guaranty that any future equity raise will be at a greater stock price) through a Title IV offering as soon as possible following the completion of this 506(c) offering. If both this 506(c) offering and subsequent Title IV offering are fully subscribed, the Company would have a total of 12,968,817 shares of Common Stock issued or committed on a fully diluted basis on the closing of the Title IV offer. The Company may also sell or otherwise issue additional Class B Non-Voting Common Stock or other stock in the future.
Minimum Investment: $2,500 per Investor (2,000 Shares).
Dividends: Payable when and if declared by the Board of Directors. Any dividends will be paid on Common Stock in proportion to the aggregate number of Common Stock shares issued and outstanding.
Voting Rights: The Shares are non-voting except as otherwise required by applicable law.
Liquidation Preference: In the event of a liquidation, dissolution or winding up of the Company, the holders of the Shares shall be entitled to receive any distributions available to the holders of Common Stock on a pro rata basis to the holders of the shares of Common Stock.
Restriction on Sale: The Shares are subject to Market Stand-Off provisions and other
restrictions on sale.
Reports: The Company will, for so long as is required under applicable law, file an annual report on Form C-AR within 120 days after the Company’s fiscal year end and post the report on the Company’s website.
Up to $50,000 for the marketing and promotion of this campaign has been advanced to the Issuer by StartEngine as part of its Marketing Fund Advance Program, to be recouped by the Issuer regardless of campaign success. All advanced funds will be used in direct support of this campaign and will be verified by StartEngine. The issuer may incur other Irregular Uses of Proceeds which may include but are not limited to the following: vendor fees and salaries and/or expenses paid to the Company’s directors or officers or their friends or family, any “Administration Expenses” that are not strictly for administrative purposes, any “Travel and Entertainment” expenses, and any repayment of inter-company debt or back payments; provided however, that the foregoing fees or expenses, as applicable, exceed $10,000.
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.