Up to 100,000 Shares of Non-voting Common Stock, $10.00 per share
Minimum purchase (investment amount): 20 Shares ($200.00)
The following summary highlights selected information contained in the Offering Memorandum. This summary does not contain all of the information that may be important to you. You should read the more detailed information contained in the Offering Memorandum, including, but not limited to, the risk factors beginning on page 4.
We are offering (the “Offering”) to investors (“Investors”) up to 100,000 shares (“Shares”) of Series B Non-voting Common Stock, no par value per share (“Non-voting Common Stock”), at a price of $10 per Share. The minimum purchase is 20 Shares for a minimum investment amount of $200. The gross proceeds of the Offering will be a maximum of $1,000,000 (the “maximum offering amount”).
Proceeds from subscriptions for Shares will be held by FundAmerica Securities, LLC (“FundAmerica”), as escrow agent, until such time as a minimum amount of 5,000 Shares, for gross proceeds of $50,000 (the “minimum offering amount”) are sold (and we determine, in our sole discretion, to conduct an initial closing at that time). In the event that we do not sell the minimum offering amount of Shares prior to the offering deadline of April 28, 2017 (the “offering deadline”), no securities will be sold in the Offering, investment commitments will be cancelled, and committed funds will be returned to Investors without deduction, interest, or setoff.
General Terms of the Offering
ITFT, Inc., a North Carolina corporation.
Securities Being Offered
Series B non-voting common stock, no par value per share.
Price Per Share
$10.00 per Share.
Minimum Offering Amount
5,000 Shares for gross proceeds of $50,000.
Maximum Offering Amount
100,000 Shares for gross proceeds of $1,000,000.
The Offering will expire on April 28, 2017, unless earlier closed or terminated.
The Offering of Shares is open to citizens of the United States.
Proceeds of the sale of the Shares will be held by FundAmerica, as escrow agent, until such time as we have accepted subscriptions for the minimum offering amount of Shares. In the event the we have not received proceeds from the sale of Shares for the minimum offering amount prior to expiration of the Offering, no securities will be sold in the Offering, investment commitments will be cancelled, and committed funds will be returned to Investors without deduction, interest or setoff.
Each Share will be non-voting.
In the event that we close on an initial public offering (“IPO”) of our stock, outstanding shares of the Non-voting Common Stock will be converted into shares of the class or series of stock offered and sold in such IPO, subject to the requirement that each holder first enter into a customary market stand-off agreement.
Regulation A Exchange
In the event that we conduct an offering under Regulation A of the same class of securities or an equivalent class of securities offered and sold in the Offering, Investors will be required to exchange the Non-voting Common Stock for the securities offered and sold under such Regulation A offering.
The Shares may not be transferred by any purchaser of such securities for the one-year period following the closing unless under certain circumstances. Please see “Ownership and Capital Structure; Rights of the Securities—Restrictions on Transfer” in the Offering Memorandum.
Book Entry Shares
All Shares will be uncertificated and recorded in book-entry form on the books and records of ITFT, except as otherwise required by law. We expect to engage a registered transfer agent prior to the closing of the Offering, but may, in our sole discretion, decide to act as our own registrar and transfer agent in connection with the Offering.
The Subscription Agreement will be governed by the laws of the State of North Carolina. By signing the Subscription Agreement, each Investor submits to the exclusive jurisdiction of the federal or state courts located in North Carolina with respect to any suit, action or proceeding relating to the Offering.
Closing and Termination of Offering
Until the minimum offering amount of Shares have been sold, all proceeds from the sale of Shares will be held by the escrow agent. After the minimum offering amount of Shares are sold and we determine, in our sole discretion, to conduct an initial closing of the Offering, we will provide notice about the new offering deadline at least five business days prior to the new offering deadline (absent a material change that would require an extension of the offering and reconfirmation of the investment commitment), after which time all amounts held by the escrow agent will be delivered to ITFT. Thereafter, we may conduct additional closings until the final offering deadline up to the maximum offering amount. In the event we do not sell the minimum offering amount of Shares by the Offering Deadline, no securities will be sold in the Offering, investment commitments will be cancelled, and committed funds will be returned.
The Shares will be offered and closed only when a properly completed and signed Subscription Agreement is submitted by each Investor or his/her representative and is received and accepted by us. The Subscription Agreement as submitted by each Investor or his/her representative shall be binding once ITFT countersigns the Subscription Agreement. The Shares will be maintained in book-entry form, and notice of issuance of the Shares will be delivered to accepted Investors shortly after the applicable closing.
Investors may cancel an investment commitment until 48 hours prior to the offering deadline.
Irregular Use of Proceeds
Net proceeds of the Offering may be used for vendor fees, salaries, and/or expenses paid to the company’s director or officers or their friends or family in return for services performed for the company; travel expenses for the company’s officers; and repayment of outstanding indebtedness, in each case, exceeding $10,000. Please see “Use of Proceeds—Irregular Use of Proceeds” in the Offering Memorandum for additional information.
We have not undertaken any efforts to produce a formal valuation of ITFT, nor have we received an independent, third-party valuation of ITFT. The price of the Shares reflects the opinion of the our CEO, with the counsel of members of the Board of Advisors, as to what a fair value would be based on global industry valuation reports, peer group product comparisons, and prior arms’-length negotiations with prospective venture capital investors. However, the implied estimated valuation of ITFT, based upon the total number of shares of common stock outstanding prior to the Offering (without consideration of any options or warrants issued or issuable in the future) and the $10 per share purchase price of the Shares being offered and sold in the Offering, was approximately $8,635,000.
Example - 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.
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.