The Keezel product is the simple and better way to protect yourself from cyber-attacks and enjoy a private and open internet.
The Keezel product turns out to have been one of the most successful Indiegogo campaigns (top 0.1% campaigns), beating its goal (1900%!) raising more than $1 million USD revenue from over 5000 customers in 100 countries.
Keezel, Inc. is the US daughter company of AvocadoNinja, BV which operates under the brand name Keezel ("Keezel Netherlands"). Keezel Inc. has an exclusive license to sell Keezel products and services from Keezel Netherlands in the United States, Canada and Mexico.
Keezel brings peace of mind and is easy to use for anyone. It protects all your devices on any network with one push of a button.
The world should not be a place where you have to worry about asking a (search) question. You should not need to be scared of clicking a link sent to you by a friend. You should not be withheld information in the public domain.
At Keezel we believe in the right to access information in a private and secure manner.
We believe that you should be able to use the internet without getting hacked.
We believe you have a right to choose what the internet knows about you.
We believe that you should be in charge of deciding what you want to do online.
And we believe that you shouldn’t need a computer science degree to make that happen.
The Keezel team believes in the importance of a secure, private and open internet, for both businesses and consumers. Keezel Netherlands' earlier Indiegogo (perk based) campaign kickstarted the Keezel project. We want to get our community even more involved. Together, we want to build the Keezel brand into a household name in secure and private internet access.
The JOBS Act, which the United States very recently signed into law, is what makes it possible for everyone to join in and become an owner of our US daughter, Keezel Inc. The Jumpstart Our Business Startup (JOBS) Act allows, for the first time, everyday people to become investors in startups. We created this offering for everyone who shares our vision to join this movement. Regulation Crowdfunding allows us to invite our global customer base as well as everyone who believes in the right to enjoy the internet privately and securely to participate in this opportunity.
"You guys have been outstanding with your product and its support. I couldn't be more satisfied."
Investment
Convertible Note in Keezel Inc.
$4M* valuation cap | 20% discount*
Maturity Date: 2nd anniversary after issuance
5% yearly interest | Minimum $350 USD
When you invest you are betting the company’s future value will exceed $4M.
*converts at the lesser of the two
PRESS IS RAVING ABOUT THE KEEZEL PRODUCT
"Protect yourself while taking advantage with the Keezel Online Freedom Device."
"Travel far and surf safely; that's the Keezel way."
Philip Michaels, Tom's Guide (Best of Mobile World Congress)
The Keezel product was invented to scratch our own itch. It was difficult and a hassle to protect ourselves on public WiFi network when working in coffee shops or airports. In the summer of 2015, Friso and Aike (the founders of Keezel Netherlands and Keezel Inc.) chose crowdfunding on Indiegogo to test the idea. It was a huge success and the crowdfunding goal was crushed in a mere 4 days. After the campaign, the product was engineered by Keezel Netherlands, brought to mass production and tested with crowdfunding supporters. It is currently being shipped by Keezel Netherlands to customers who continuously receive new software versions and exciting new features through automatic software updates.
Keezel Inc was incorporated in the United States to market, sell and distribute the Keezel products and services in the United States, Canada and Mexico market.
Keezel is the first portable smart firewall.
It protects all your devices from hackers, on any WiFi network. Keezel is the first security product to open itself up to all levels of tech consumer by providing a practical and elegant solution to cyber-security that can be used by everyone. The Keezel product integrates cybersecurity best practises, sophisticated design, and unparalleled ease of use. Our innovative and scalable cloud approach to cybersecurity makes the Keezel device perfect for consumers as well as freelancers, small businesses and even multi national corporations.
Keezel is the world's smartest portable firewall (combination of hardware, firmware and cloud software) to offer the best protection for being online: full encryption of all your WiFi-enabled devices data, adblocking and anti-phishing filters to protect your privacy and security.
The Keezel solution consists of 3 aspects: hardware, firmware and cloud software. By bringing these 3 together we are able to offer an easy to use and better security ecosystem than the nearest substitutes (anti-virus / malware providers or VPN software). It all comes down to making the best online security solution available and making it easy to use for everyone.
Keezel Netherlands is currently selling devices and subscriptions to consumers worldwide. The subscription gives the customers access to all the global VPN servers and at speeds that allow streaming of HD video. The device can also be used without subscription at lower speeds. Keezel Inc. will take over all marketing, sales and distribution exclusively for United States, Canada and Mexico.
Keezel Inc. will be selling in United States, Canada and Mexico through its own webshop as well as through retailers, e-tailers, affiliates and strategic resellers, such as telecom providers, cable providers, VPN partners, and Infosec partners. Partners will be able to include the Keezel product in their current offering, thereby lowering churn on their own products.
Keezel Inc is preparing a business offering to provide the Keezel product for the B2B market.
The Keezel product has entered the consumer market for security services. Customers looking to buy our product are people buying VPNs (products like PrivateInternetAccess, VYPR, PureVPN etc.) antivirus/malware software (like Norton, Kaspersky etc.) or security devices (such as Cujo, Dojo, and NortonCore). These are individuals who know they need security and privacy and want an easy, accessible, and portable way to get it.
The Keezel product is also entering the B2B market, where companies are already spending big budgets on systems like Cisco, Palo Alto, and Barracuda. The Keezel product aims to become an integrated solution that works with current security implementations.
The B2B offering, Keezel for Business, aims to be a global corporate grade Wifi. It will provide seamless access to corporate applications, network drives and printers wherever you are on the planet. This will be achieved by cost effectively and securely leveraging WiFi where available and 4G where needed. Keezel for business is designed to scale from freelancers through SMB to multinational corporations.
The Keezel product will also be valuable to communications industries within their own marketplace. Keezel Inc aims to sell Keezels in United States, Canada and Mexico through strategic partnerships (with telecom providers, cable providers, VPN partners, Infosec partners). Partners will be able to include the Keezel product in their current offering, thereby lowering churn on their own products or services.
Keezel Netherlands' highly successful Indiegogo campaign for the Keezel product demonstrated that the United States was the strongest market. This was an important reason for forming Keezel Inc with the goal to more effectively provide Keezel products and services to consumers and businesses in the United States, Canada and Mexico.
Every day, more devices are brought online, while more personal information changes hands. Consumers are looking for a product that will protect them. While many networks may claim to be safe and private, few are. And with each connection to an unsafe network, individuals open themselves up to cyber attacks. Governments hack into smart TVs and home routers, spearphishing attacks can infiltrate company networks, malware, botnets and ransomware threaten users every day.
The Keezel product makes it simple to step up cybersecurity tremendously, while still remaining easy to use. Keezel keeps things simple and secure.
The Keezel product has already proven it's got the traction to fuel more growth. We need investments to keep up with the growing demand. With money from our Startengine campaign, we intend to fulfill orders, while expanding Keezel Inc. We'll set up distribution partnerships in the US, to grow our customer base and get the Keezel product on the shelves of your favorite store.
Our goal is to sell and distribute a range of security devices and services that cater to the needs of consumers and businesses. By partnering with telecom providers, information security companies and VPN providers we aim to leverage their existing customer bases and grow the Keezel brand, Keezel product sales and the value of the product to its users
Keezel products are in demand, and we're ready to supply. Here's what's next...
"I came up with the idea for the Keezel product when I was working as a freelance consultant out of coffee shops and at client locations. I needed something to protect myself on public WiFi and I wanted it to be super simple to use. Basically, if I was going to use it, it would have to have just one button and be no hassle at all. That's how the Keezel product was born. I gave Friso a call. He and I had worked together in the past at the same consulting firm.
Together we spent more than a year working on initial prototypes and preparing a successful Indiegogo campaign at Keezel Netherlands. We are very proud of the 5,000 backers worldwide who joined us to bring a simple to use security device to market. In the long run, we'll bring more devices and solutions to the market. We want to grow into the world's first global provider of secure and private internet. Keezel Inc. will be our company to bring this ambition to the United States, Canada and Mexico. Let us create this future together and make sure that privacy and security are broadly available."
- Aike Müller (CEO Keezel Inc.)
Keezel, on the other hand, protects your devices' communications with it from eavesdropping using WPA2. It uses its second Wi-Fi interface to emulate a client connecting to the hotel's network infrastructure, then sets up a VPN connection over that and back to a server or service of your choice. All your data is then encrypted as it passes through the hotel's network.
Security themes were also present among many of the startups at the Eureka Park area -- including Dutch VPN hardware startup Keezel, a device to let users create a secure connection on public WiFi -- and some larger cybersecurity firms who had stands.
Keezel (keezel.co), creators of the world's first, easy-to-use encryption device, today launched The Keezel Home Connect to protect smart homes and IoT devices. The Keezel Home Connect safeguards the entire home network and connected devices by creating a separate, private network for smart devices for better security and protection against hackers.
Keezel isn't your typical hotspot. Instead of creating a personal network for you, it encrypts existing, unsecured Wi-Fi to protect you from lurking hackers (don't scoff, it happens).
Public WiFi hotspots can come in handy, but connecting to one usually means throwing privacy and security out the window. If you put Keezel’s new device in your pocket, you won’t have to make that sacrifice.
Unfortunately for most people, hacking is easy to dismiss as something that won’t happen to you, but Keezel is trying to change that attitude by offering a simple way to use a VPN. Keezel essentially encrypts the network you’re on. It first connects to the public hotspot, and then creates the encrypted, secure one just for you. It chooses from numerous network providers around the world that the company has partnered with, and offers the best service in relation to your location.
That’s the basic premise. For one thing, then, it simplifies the VPN service part -- choosing one, signing up for one, and having to log into the service each time you want to connect (with The Keez you just connect). For another, it lets you log into the Keezel device rather than, say, a Starbucks hotspot. That’s notable because...well, privacy for one thing, but also, those hotspots tend to get saved on your device, or they could easily be hijacked by rogue hotspots.
The mouse-size device creates easy-to-use virtual private networks (VPNs) to let you safely surf using unprotected hotspots while avoiding the prying eyes of hackers. Travel far and surf safely; that's the Keezel way.
The big benefit to this is greater security when using public Wi-Fi. Keezel is targeted at travelers, business associates, or those who love to hang out around cafes, hotels, and more. It also probably appeals to those who dislike government censors in some of the more banhammering countries.
Keezel is a portable device that acts as a Wi-Fi router to secure all your connected devices. This way you are not just protecting the devices connected to your Wi-Fi at home, but also getting the same protection when you are sitting in a coffee shop and using their open network.
Up to $1,070,000
Keezel, Inc.
Unsecured Subordinated Convertible Promissory Notes convertible into shares of
Series B Nonvoting Common Stock
This Form C (including the cover page and all exhibits attached hereto, the "Form C") is being furnished by Keezel, Inc., a Delaware Corporation (the "Company," as well as references to "we," "us," or "our"), to prospective investors for the sole purpose of providing certain information about a potential investment in Unsecured Subordinated Convertible Promissory Notes of the Company (the "Securities" or “Notes”) that are convertible into shares of Series B Nonvoting Common Stock of the Company. Purchasers of Securities are sometimes referred to herein as "Purchasers" or “you.”
We are offering up to $1,070,000 principal amount of our Notes on a “best efforts” basis in the offering of Securities described in this Form C (this "Offering"). The Offering may continue until the earlier of the sixtieth (60th) day after the Offering commences (which date may be extended at our option) or the date when all the Notes have been sold. The Notes will be priced at $1.00 per Note. If we raise more than the maximum offering amount in this offering under Regulation Crowdfunding (also referred to as “Regulation CF”), we may conduct an offering under Regulation D for subscribers who are accredited investors.
Our target offering amount under Regulation CF is $10,000. We will accept investments in excess of the target amount up to $1,070,000. Specifically, if we reach the target offering amount of $10,000, we may conduct the first of multiple closings of the offering early if we provide notice about the new offering deadline at least five business days prior to such new offering deadline (absent a material change that would require an extension of the offering and reconfirmation of the investment commitment). Oversubscriptions will be allocated as we determine.
The minimum amount of securities that can be purchased is 350 Notes ($350.00) per Purchaser (which may be waived by the Company, in its sole and absolute discretion). Generally, the aggregate purchase price of the Notes you buy in this offering may not exceed 10% of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. We encourage you to review Rule 227 of Regulation Crowdfunding before you make any representation that your intended investment does not exceed applicable thresholds. For general information on investing, we encourage you to refer to www.investor.gov.
There is currently no trading market for our Notes and we cannot guarantee that such a trading market for our Notes will ever exist. Please see “The Offering and the Securities--Restrictions on Transfer.” The offer made hereby is subject to modification, prior sale and withdrawal at any time.
The rights and obligations of the holders of Securities of the Company are set forth below in the section entitled "The Offering and the Securities--The Securities". In order to purchase Securities, a prospective investor must complete and execute an Investment Agreement. Purchases or "Subscriptions" may be accepted or rejected by the Company, in its sole and absolute discretion. The Company has the right to cancel or rescind its offer to sell the Securities at any time and for any reason.
The Offering is being made through StartEngine Capital LLC as intermediary (the "Intermediary"). The Intermediary will be entitled to receive a cash fee equal to 6% of the total purchase price for Securities sold to Purchasers in the Offering.
| Price to Purchasers | Service Fees and Commissions (1) | Net Proceeds | |
| Minimum Individual Purchase Amount | $350.00 | $21.00 | $329.00 |
| Aggregate Minimum Offering Amount | $10,000.00 | $600.00 | $9,400.00 |
| Aggregate Maximum Offering Amount | $1,070,000.00 | $64,200.00 | $1,005,800.00 |
(1) Does not include other expenses of the Offering, including professional fees of the Company's advisors such as attorneys and accountants, costs of securities compliance, transfer agent fees and escrow fees.
Multiple Closings
If we reach the target offering amount prior to the Offering deadline, we may conduct the first of multiple closings of the Offering early, if we provide notice about the new Offering deadline at least five business days prior (absent a material change that would require an extension of the Offering and reconfirmation of the investment commitment). In the event we conduct multiple closings, we will not issue Notes until the sixtieth (60th) day after the Offering commences, which is the expected termination date of the Offering (which date may be extended at our option).
Perks
The Company is offering investors the following perks, which are not cumulative unless otherwise indicated below, in connection with the following investment levels in the Offering:
$500 – If you invest $500, you will receive a $40 voucher for purchases on keezel.us or keezel.co (redeemable for current and future products)
$1,000 – If you invest $1,000, you will receive a $100 voucher for purchases on keezel.us or keezel.co (redeemable for current and future products)
$2,500 – If you invest $2,500, you will receive Keezel Lifelong + extra 3 color caps (white, blue and gold)
$5,000 – If you invest $5,000, you will receive dinner with founders in Los Angeles or Amsterdam (flight and stay not included) + all perks from $2,500 level
$10,000 – If you invest $10,000, you will receive quarterly investor update calls + all perks from $5,000 level
$25,000 – If you invest $25,000, you will receive a factory tour in China (flight and stay not included) + all perks from $10,000 level
All prior indiegogo backers and pre-order customers who invest in the Offering at any level will receive 3 extra color caps (white, blue and gold)
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, neither the U.S. Securities and Exchange Commission nor any state securities authority has made an independent determination that these securities are exempt from registration. An issuer filing this Form C for an offering in reliance on Section 4(a)(6) of the Securities Act and pursuant to Regulation CF (§ 227.100 et seq.) must file a report with the Commission annually and post the report on its website, no later than 120 days after the end of each fiscal year covered by the report. The Company may terminate its reporting obligations in the future in accordance with Rule 202(b) of Regulation CF (§ 227.202(b)) by 1) being required to file reports under Section 13(a) or Section 15(d) of the Exchange Act of 1934, as amended, 2) filing at least one annual report pursuant to Regulation CF and having fewer than 300 holders of record, 3) filing annual reports for three years pursuant to Regulation CF and having assets equal to or less than $10,000,000, 4) the repurchase of all the Securities sold in this offering by the Company or another party, or 5) the liquidation or dissolution of the Company.
The jurisdictions in which the issuer intends to offer the securities:
Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, District Of Columbia, Florida, Georgia, Guam, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virgin Islands, U.S., Virginia, Washington, West Virginia, Wisconsin, Wyoming, American Samoa, and Northern Mariana Islands
The date of this Form C is July 31, 2017 .
THERE ARE SIGNIFICANT RISKS AND UNCERTAINTIES ASSOCIATED WITH AN INVESTMENT IN THE COMPANY AND THE SECURITIES. THE SECURITIES OFFERED HEREBY ARE NOT PUBLICLY-TRADED AND ARE SUBJECT TO TRANSFER RESTRICTIONS. THERE IS NO PUBLIC MARKET FOR THE SECURITIES AND ONE MAY NEVER DEVELOP. AN INVESTMENT IN THE COMPANY IS HIGHLY SPECULATIVE. THE SECURITIES SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT BEAR THE FINANCIAL RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME AND WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE THE SECTION OF THIS FORM C ENTITLED "RISK FACTORS."
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK THAT MAY NOT BE APPROPRIATE FOR ALL INVESTORS.
THIS FORM C DOES NOT CONSTITUTE AN OFFER IN ANY JURISDICTION IN WHICH AN OFFER IS NOT PERMITTED.
PRIOR TO CONSUMMATION OF THE PURCHASE AND SALE OF ANY SECURITIES, THE COMPANY WILL AFFORD PROSPECTIVE INVESTORS AN OPPORTUNITY TO ASK QUESTIONS OF
AND RECEIVE ANSWERS FROM THE COMPANY AND ITS MANAGEMENT CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING AND THE COMPANY. NO SOURCE OTHER THAN THE INTERMEDIARY HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS FORM C, AND IF GIVEN OR MADE BY ANY OTHER SUCH PERSON OR ENTITY, SUCH INFORMATION MUST NOT BE RELIED ON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS FORM C AS LEGAL, ACCOUNTING OR TAX ADVICE OR AS INFORMATION NECESSARILY APPLICABLE TO EACH PROSPECTIVE INVESTOR'S PARTICULAR FINANCIAL SITUATION. EACH INVESTOR SHOULD CONSULT HIS OR HER OWN FINANCIAL ADVISER, COUNSEL AND ACCOUNTANT AS TO LEGAL, TAX AND RELATED MATTERS CONCERNING HIS OR HER INVESTMENT.
THE SECURITIES OFFERED HEREBY WILL HAVE TRANSFER RESTRICTIONS. NO SECURITIES MAY BE PLEDGED, TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF BY ANY PURCHASER EXCEPT PURSUANT TO RULE 501 OF REGULATION CF. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
NASAA UNIFORM LEGEND
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.
THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
SPECIAL NOTICE TO FOREIGN INVESTORS
IF THE PURCHASER LIVES OUTSIDE THE UNITED STATES, IT IS THE PURCHASER'S RESPONSIBILITY TO FULLY OBSERVE THE LAWS OF ANY RELEVANT TERRITORY OR JURISDICTION OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY PURCHASE OF THE SECURITIES, INCLUDING OBTAINING REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER REQUIRED LEGAL OR OTHER FORMALITIES. THE COMPANY RESERVES THE RIGHT TO
DENY THE PURCHASE OF THE SECURITIES BY ANY FOREIGN PURCHASER.
Forward Looking Statement Disclosure
This Form C and any documents incorporated by reference herein or therein contain forward-looking statements and are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this Form C are forward-looking statements. Forward- looking statements give the Company's current reasonable expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business. You can identify forward- looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "project," "plan," "intend," "believe," "may," "should," "can have," "likely" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.
The forward-looking statements contained in this Form C and any documents incorporated by reference herein or therein are based on reasonable assumptions the Company has made in light of its industry experience, perceptions of historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. As you read and consider this Form C, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond the Company's control) and assumptions. Although the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect its actual operating and financial performance and cause its performance to differ materially from the performance anticipated in the forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect or change, the Company's actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements.
Any forward-looking statement made by the Company in this Form C or any documents incorporated by reference herein or therein speaks only as of the date of this Form C. Factors or events that could cause our actual operating and financial performance to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
About this Form C
You should rely only on the information contained in this Form C. We have not authorized anyone to provide you with information different from that contained in this Form C. We are offering to sell, and seeking offers to buy the Securities only in jurisdictions where offers and sales are permitted. You should assume that the information contained in this Form C is accurate only as of the date of this Form C, regardless of the time of delivery of this Form C or of any sale of Securities. Our business, financial condition, results of operations, and prospects may have changed since that date.
Statements contained herein as to the content of any agreements or other document are summaries and, therefore, are necessarily selective and incomplete and are qualified in their entirety by the actual agreements or other documents. The Company will provide the opportunity to ask questions of and receive answers from the Company's management concerning terms and conditions of the Offering, the Company or any other relevant matters and any additional reasonable information to any prospective Purchaser prior to the consummation of the sale of the Securities.
This Form C does not purport to contain all of the information that may be required to evaluate the Offering and any recipient hereof should conduct its own independent analysis. The statements of the Company contained herein are based on information believed to be reliable. No warranty can be made as to the accuracy of such information or that circumstances have not changed since the date of this Form C. The Company does not expect to update or otherwise revise this Form C or other materials supplied herewith. The delivery of this Form C at any time does not imply that the information contained herein is correct as of any time subsequent to the date of this Form C. This Form C is submitted in connection with the Offering described herein and may not be reproduced or used for any other purpose.
The Offering
| Minimum amount of Notes being offered | 10,000 Notes ($10,000) |
| Total Notes outstanding after offering (if minimum amount reached) | 10,000 Notes ($10,000) |
| Maximum amount of Notes being offered | 1,070,000 Notes ($1,070,000) |
| Total Notes outstanding after offering (if maximum amount reached) | 1,070,000 Notes ($1,070,000) |
| Purchase price per Note | $1.00 |
| Minimum investment amount per investor | 350 Notes ($350) |
| Offering deadline | The sixtieth (60th) day after the Offering commences |
| Use of proceeds | See the description of the use of proceeds herein. |
| Voting Rights | See the description of the voting rights herein. |
The price of the Securities has been determined by the Company and does not necessarily bear any relationship to the assets, book value, or potential earnings of the Company or any other recognized criteria or value.
THE OFFERING AND THE SECURITIES
The Offering
The Company is offering up to $1,070,000 in unsecured subordinated convertible promissory notes (the “Notes”) in this offering. The Company is attempting to raise a minimum amount of $10,000 in this Offering (the "Minimum Amount"). The Company must receive commitments from investors in an amount totaling the Minimum Amount by the sixtieth (60th) day after the Offering commences (the "Offering Deadline") in order to receive any funds. If the sum of the investment commitments does not equal or exceed the Minimum Amount by the Offering Deadline, no Securities will be sold in the Offering, investment commitments will be cancelled and committed funds will be returned to potential investors without interest or deductions. The Company has the right to extend the Offering Deadline at its discretion. The Company will accept investments in excess of the Minimum Amount up to $1,070,000 (the "Maximum Amount") and the additional Securities will be allocated as determined by the Company.
If the Company raises more than the maximum offering amount in this offering, it may conduct an offering under Regulation D for subscribers who are accredited investors. Any Notes issued in a Regulation D offering will have the same terms set forth below. However, the Company may grant investors in any Regulation D offering different rights with respect to access to information.
The price of the Securities does not necessarily bear any relationship to the Company's asset value, net worth, revenues or other established criteria of value, and should not be considered indicative of the actual value of the Securities. A third-party valuation or appraisal has not been prepared for the business.
In order to purchase the Notes, you must make a commitment to purchase by completing the Investment Agreement. Purchaser funds will be held in escrow with Prime Trust until the Minimum Amount of investments is reached. Purchasers may cancel an investment commitment until 48 hours prior to the Offering Deadline or the Closing, whichever comes first using the cancellation mechanism provided by the Intermediary. The Company will notify Purchasers when the Minimum Amount has been reached. If the Company reaches the Minimum Amount prior to the Offering Deadline, it may close the Offering after five (5) business days from reaching the Minimum Amount and providing notice to the Purchasers. If any material change (other than reaching the Minimum Amount) occurs related to the Offering prior to the Offering Deadline, the Company will provide notice to Purchasers and receive reconfirmations from Purchasers who have already made commitments. If a Purchaser does not reconfirm his or her investment commitment after a material change is made to the terms of the Offering, the Purchaser's investment commitment will be cancelled and the committed funds will be returned without interest or deductions. If a Purchaser does not cancel an investment commitment before the Minimum Amount is reached, the funds will be released to the Company upon a closing of the Offering and, upon the Offering deadline, the Purchaser will receive the Notes in exchange for his or her investment. Any Purchaser funds received after the initial closing will be released to the Company upon a subsequent closing and, upon the Offering deadline, the Purchaser will receive Notes via the Company's transfer agent in exchange for his or her investment.
Investment Agreements are not binding on the Company until accepted by the Company, which reserves the right to reject, in whole or in part, in its sole and absolute discretion, any subscription. If the Company rejects all or a portion of any subscription, the applicable prospective Purchaser's funds will be returned without interest or deduction.
The price of the Securities was determined arbitrarily. The minimum amount that a Purchaser may invest in the
Offering is $350.
The Offering is being made through StartEngine Capital, LLC, the Intermediary. The following sets forth the compensation being paid in connection with the Offering.
Cash Commission/Fee (%)
6% of the gross proceeds received by the Company from investors.
Stock, Warrants and Other Compensation
None.
Transfer Agent and Registrar
CrowdManage will act as transfer agent and registrar for the Securities.
The Securities
We request that you please review our organizational documents in conjunction with the following summary information.
Interest Rate and Maturity of Notes
The Notes will bear an interest rate of 5% simple interest annually and will mature two years from the date of issuance. The Notes will be issued as of the sixtieth (60th) day after the Offering commences, which is the expected termination date of the Offering (which date may be extended at our option). Interest will start to accrue on the issuance date, and will be paid in arrears at maturity in cash or, at the Company’s option, in shares of Series B Nonvoting Common Stock at a conversion price equal to the quotient of $4,000,000 divided by the aggregate number of outstanding shares of the Company’s common stock as of the interest payment date.
Conversion terms
The principal and accrued but unpaid interest under the Notes convert into shares of Series B Nonvoting Common Stock at maturity or upon a qualified equity financing, a change in control of the Company or a firm commitment underwritten initial public offering (“IPO”). The conversion price of the Notes is equal to (a) in the event of a qualified equity financing, the lesser of (i) 80% of the per share price paid by investors in a qualified equity financing or (ii) the price equal to the quotient of $4,000,000 divided by the aggregate number of outstanding shares of the Company’s common stock immediately prior to the initial closing of the qualified equity financing or (b) in the event a qualified equity financing does not take place prior to the maturity date, at the Company’s option, the price equal to the quotient of $4,000,000 divided by the aggregate number of outstanding shares of the Company’s common stock as of the maturity date. If prior to conversion or repayment in full of the Notes, the Company consummates a change in control or an IPO, the conversion price of the Notes will equal 80% of the per share price (x) received by the holders of the Series A Voting Common Stock (whether in the form of cash, securities or other property) in the change of control or (y) offered to the public in the IPO, as applicable. A qualified equity financing is defined as the issue and sale of equity securities to investors on or before the date of repayment in full of the existing convertible notes in an equity financing resulting in gross proceeds to the Company of at least $4,000,000 at a pre-money valuation of at least $4,000,000, excluding the conversion of the existing convertible Notes. A change in control means (a) the acquisition of the Company by another entity by means of any transaction (including, without limitation, any reorganization, merger, reverse merger or consolidation), or (b) a sale of all or substantially all of the assets of the Company, but does not include (i) any transaction in which the stockholders of the Company prior to the transaction hold more than 50% of the voting securities of the surviving or acquiring entity immediately after the transaction (other than in a reverse merger between the Company and a public shell company), (ii) any transaction for the sole purpose of changing the Company’s domicile or (iii) the sale of the Company’s equity securities in any private equity financing, the principal purpose of which is to raise funds for the continued operation of the Company.
Voting and Control
Neither the Notes nor the Series B Nonvoting Common Stock into which the Notes convert have voting rights.
The following table sets forth who has the authority to make certain Company appointments:
| Appointment of the Board of Directors of the Company | Series A Voting Common Stock Holders |
| Appointment of the Officers of the Company | Board of Directors |
Anti-Dilution Rights
The Securities do not have anti-dilution rights.
Restrictions on Transfer
The Notes being offered (and the shares of Series B Nonvoting Common Stock issuable upon conversion of the Notes) may not be transferred by any Purchaser of such Securities during the one-year holding period beginning when the Securities were issued, unless such securities were transferred: 1) to the Company, 2) to an accredited investor, as defined by Rule 501 of Regulation D of the Securities Act of 1933, as amended, 3) as part of an offering registered with the SEC or 4) to a member of the family of the Purchaser or the equivalent, to a trust controlled by the Purchaser, to a trust created for the benefit of a family member of the Purchaser or the equivalent, or in connection with the death or divorce of the Purchaser or other similar circumstances. "Member of the family" as used herein means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother/father/daughter/son/sister/brother-in-law, and includes adoptive relationships. Remember that although you may legally be able to transfer the Securities, you may not be able to find another party willing to purchase them.
Other Material Terms
In the event the Purchaser desires to transfer the Securities, the Company has a right of first refusal to repurchase the Securities on the same terms offered to the transferee. The Investment Agreement also contains drag-along provisions requiring the Purchaser to sell his or her shares of Series B Nonvoting Common Stock in the event of a change in control of the Company. In the event of a change in control or IPO of our parent corporation, Keezel Netherlands, (i) any outstanding Notes will accelerate at an increased accrued interest rate of 10% per annum as if outstanding for two years and will be repaid in cash and (ii) any outstanding Series B Nonvoting Common Stock from the conversion of Notes may, at the Company’s option, be repurchased at fair market value at the time of such event. The terms of the Notes may be amended by the Company and holders of a majority in interest of the aggregate outstanding principal balance under the Notes.
TAX MATTERS
EACH PROSPECTIVE PURCHASER SHOULD CONSULT WITH HIS OWN TAX AND ERISA ADVISOR AS TO THE PARTICULAR CONSEQUENCES TO THE PURCHASER OF THE PURCHASE, OWNERSHIP AND SALE OF THE PURCHASER'S SECURITIES, AS WELL AS POSSIBLE CHANGES IN THE TAX LAWS, INCLUDING BUT NOT LIMITED TO THE TAXATION OF INTEREST AND CERTAIN PERKS RECEIVED BY THE PURCHASER.
TO INSURE COMPLIANCE WITH THE REQUIREMENTS IMPOSED BY THE INTERNAL REVENUE SERVICE, WE INFORM YOU THAT ANY TAX STATEMENT IN THIS FORM C CONCERNING UNITED STATES FEDERAL TAXES IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING ANY TAX-RELATED PENALTIES UNDER THE UNITED STATES INTERNAL REVENUE CODE. ANY TAX STATEMENT HEREIN CONCERNING UNITED STATES FEDERAL TAXES WAS WRITTEN IN CONNECTION WITH THE MARKETING OR PROMOTION OF THE TRANSACTIONS OR MATTERS TO WHICH THE STATEMENT RELATES. EACH
TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
Potential purchasers who are not United States residents are urged to consult their tax advisors regarding the United States federal income tax implications of any investment in the Company, as well as the taxation of such investment by their country of residence. Furthermore, it should be anticipated that distributions from the Company to such foreign investors may be subject to UNITED STATES withholding tax.
EACH POTENTIAL PURCHASER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR CONCERNING THE POSSIBLE IMPACT OF STATE TAXES.
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.
Dear investors and followers,
We are super excited to announce that we just got featured on Mashable, one of the most widely read tech-news websites. Check out this link to our Mashable article.
Also, we are seeing a lot of people jump on our “Get a free Keezel for every $500 of new investment” opportunity. (Click on the link to go to our second Startengine campaign page in order to invest.)
Limited offer -> When you invest by Monday September 2nd, you receive 1 Keezel for every $500 you invest. (This offer does end on Monday, September 2 , so act now!)
Any investment made during this timeframe is eligible for this special deal. For every $500 of new investment you put in, you’ll receive 1 Keezel. Invest $1000, you'll receive 2, Invest $1500 receive 3 and if you invest $5000 you'll receive 10.
These are great to protect yourself, your business, your friends and family members. Great gift for anyone around you who is (and should be) concerned about their online privacy and security.
Have a great week!
Friso & Aike
Dear investors and followers,
We are kicking-off with an important notice:
When you invest THIS WEEK, you receive 1 Keezel for every $500 you invest.
----> link to our 2nd Startengine Campaign
This offer starts today (the day of posting) and ends on Monday, September 2 , so act now!
If you've invested before, you can still benefit from this opportunity if you make a new investment between today and September 2nd. Any investment made during this timeframe is eligible for this special deal. For every $500 of new investment you put in, you’ll receive 1 Keezel. Invest $1000, you'll receive 2, Invest $1500 receive 3 and if you invest $5000 you'll receive 10.
----> link to our 2nd Startengine Campaign
These are great to protect yourself, your business, your friends and family members. Great gift for anyone around you who is (and should be) concerned about their online privacy and security.
If you have any questions, please feel free to post or reach out to us at support@keezel.co
Have a great week!
Friso & Aike
P.s. this special offer is on top of any other perks you qualify for.
Hi investors and followers,
We worked with StartEngine and are excited to announce the launch of our new Campaign Page! Dive into all the information on our company and our plans for the future.
(Click the image below to visit)
Take a peek and join us today!
Thanks,
Aike & Friso
Founders Keezel Inc.
Hi everyone,
A quick update on our airport store rollout. We just received photos from some airports where our Keezel is currently available in Brookstone.
Super excited about this step and ready to do some more promotions together with the Brookstone team.
If you happen to be at one of these airports any time soon, please check us out!
You can still increase your investment by investing in our 2nd StartEngine campaign here:
Thanks,
Aike & Friso
Founders Keezel Inc.
Dear investors and followers,
Our new campaign is hitting it’s peak and we invite everyone to have another good read on this new Startengine campaign page. Join over 800 investors from our first campaign and help us reach the 900 investors in total!
We are in talks with several corporate customers (see our target list on the campaign page) and aim to announce something exciting soon.
For all the 2,000+ followers on this campaign, please consider adding to this momentum.
Visit the new campaign page ==> here!
Thanks!
Aike and Friso
Co-founders Keezel Inc.
Dear investors and followers,
We are excited to announce that Keezel is now available at Best Buy Canada. We are very pleased with our collaboration with our Canadian distributor who is helping us making Keezel more widely available.
At the same time our new fundraising campaign is gearing up and we are excited to welcome new investors every single week.
If you want to join the growing team of investors, join us today on our new campaign page here:
https://www.startengine.com/keezel-online-security
Thanks!
Aike & Friso
Co-founders Keezel Inc
Dear investors and followers,
Did you know that most businesses are under attack from phishing emails? Keezel updates itself every single day adding 1000 new phishing threats to its phishing filters to protect company and client data.
Take part in our 2nd equity crowdfunding campaign and become a co-owner of our company!
Aike Müller & Friso Schmid
Co-founders Keezel Inc.
Dear investors and followers,
The past year has generated much more interest than we had ever anticipated. This is a great thing for us, and we thank you all for your support. We ran some of the numbers this week and learned that a Keezel (we don’t track who is using the Keezel) has been used in 143 countries in 2018!
Let's aim for even more in 2019! Take part of our mission and join our campaign today. We've got something special for 2nd time around investors.
Thanks in advance,
Aike and Friso
Dear investors and followers,
As we are working hard to build the next generation of Keezel product aimed to provide security to both small and medium businesses as well large enterprises, we shouldn’t ignore what we have achieved with Keezel for consumers so far.
Besides the initial crowdfunding campaign on Indiegogo, where we got global support and raised over $1 million USD, we are proud to be increasing our retail channels.
For the future we intend to grow the consumer brand as a great way to showcase what Keezel can do for people. One such goal is to get Keezel as a product available at airports so that business travellers can get one right off the shelf, experience it and then consider it as a company wide solution.
If you want to become part of the Keezel future, join our campaign today and help us expand the business.
Have a great weekend,
Aike & Friso
Dear investors and followers,
2019 started very well for Keezel! First of all, we wanted to give a warm welcome to 18 new investors who joined our Startengine campaign.
Furthermore, we are very excited to announce our latest partnership, with TDL Canada! TDL Canada is a respected distributor in Canada since 1979. They hold contracts with every major Consumer Electronic retailer in Canada in which they are a preferred supplier with most.
For those of you who haven’t invested yet or those who want to put in a second investment, take a look at the investment page of our 2nd Startengine campaign and join us now.
Talk to you soon with some more news!
Aike Müller & Friso Schmid
Co-founders Keezel Inc.
p.s. This update is being send as an update to those who follow our first Startengine campaign. Click the above image, button (invest in Keezel) or here to go to this new page.
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