Keezel offering is now closed and is no longer accepting investments.

INVEST IN KEEZEL TODAY!

Secure and Private Internet Starts Now

This Reg CF offering is made available through StartEngine Capital, LLC. This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment.
Keezel

$766,808.00 Raised

REASONS TO INVEST

ABOUT

HEADQUARTERS

20377 SW Acacia Street, 2nd Floor
Newport Beach, CA 92660
VALUATION

$4M

TEAM

Aike Müller
Aike Müller
Co-founder / CEO (2014 - Present)

Aike Müller is founding father of the Keezel. He is a network security expert specialized in cybersecurity whose career in information management and IT security began as an M&A IT expert at PwC. He went on to co-found a government-contract consulting firm specializing in automated assurance. He developed Keezel as a solution to security issues he encountered while working at client locations. In his spare time he hacks together solutions for his smart home. Aike has been acting President, Chief Executive Officer and Director of Keezel from April 2017 - Present.

Friso Schmid
Friso Schmid
Co-founder (2014 - Present)

Friso Schmid is co-founder and the business strategist of Keezel. He started his career as an IT consultant at Capgemini. He went on to join a government-contract consulting firm where he met and worked with Aike. Friso has worked for over 10 years in IT, startups and online marketing. From 2013 - 2015 Friso helped co-found online job site Jobsy. Most recently, Friso and Aike rejoined in 2013 to work on the early version of Keezel. Friso has been acting Chief Financial Officer, Treasurer, Secretary and Director of Keezel from April 2017 - Present.

Steve Warren

Steve Warren

Advisor Manufacturing & Supply Chain

Steve has a background in Mechanical and Production engineering. He served as Director of the Motorola global accessory supply chain operations. He moved to China as Chief Operating Officer of PCH International, supporting the leading Global consumer electronics brands with their product design, development and supply chain operations in China.

Garrett Gilbertson

Garrett Gilbertson

Advisor Business Development

Garrett is an entrepreneur and venture partner. He has experience running business development, finance, and product teams in aerospace and defense, consumer products, cybersecurity, and fin-tech. He is Managing Director of BLD Capital, and founder of Startup Mavericks where he advises and invests in early stage tech companies. In 2017 Garrett became the youngest member to join Band of Angels the oldest seed funding organization in Silicon Valley.

Tom Veldkamp

Tom Veldkamp

Consulting CFO

Tom is founder of Finance for Startups, which provides consulting CFO services to startups. In addition to helping develop our financial models, Tom provides supplemental accounting services as needed. He has a background in banking, international consultancy firms and a listed telco company. He has advised venture capital companies, private equity companies and corporates in their investment decisions. He was actively involved in innovation programs and investments in startups such as Internet of Things, smartcity- and smartlife initiatives.

TERMS

Keezel
Overview
INTEREST RATE
5.0%
MATURITY DATE
Sep 26, 2019
VALUATION CAP
$4M
AMOUNT RAISED
$766,808.00
Breakdown
MIN INVESTMENT
$350.00
DISCOUNT RATE
CONVERSION TRIGGER
$4,000,000.00
OFFERING TYPE
Convertible Notes
TYPE OF EQUITY

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.

Irregular Use of Proceeds

The Company may loan approximately $300,000 of the proceeds to its parent corporation, Keezel Netherlands, at an interest rate of 5% per annum, to fulfill a backlog of existing pre-orders by customers of Keezel Netherlands for the Keezel product. Except as otherwise described in the section titled "Use of Proceeds," the Company will not incur any other irregular use of proceeds.

PRESS

Article Image
How safe is your smart home?

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.

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CES 2017: 4 Start-Up Gadgets That Put Big Brands To Shame

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.

Article Image
Keezel palm-sized wireless VPN box keeps you secure on the go

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.

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Best of Mobile World Congress 2016

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.

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Keezel VPN Hub Brings Simplicity To WiFi Security

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.

ALL UPDATES

04.24.20

Temporary relief of 45 days from the filing date deadline of our annual report on Form C-AR

Dear investors,

We hope all of you are well and staying healthy. We are sending you this message to inform you that due to circumstances related to COVID-19 we are relying on the temporary final rules of the SEC offering us temporary relief of 45 days from the filing date deadline of our annual report on Form C-AR.

“With this change, Regulation CF companies whose fiscal year ends on December 31, and who exercise their relief, will have until Friday, June 12, 2020 to file their annual Form C-AR with the SEC.”

As we are experiencing a slow down in revenue of our portable cybersecurity solution for (business) travelers, Keezel, we are still pursuing grants as well as commercial deals to help us get through the current pandemic and related economic downturn.

Kind regards and stay safe.

Aike & Friso

10.23.19

By Popular Demand: Free Keezels with New Investments (limited time)

Dear investors and followers,


We are celebrating that we've reached the 200 investors milestone on our new StartEngine campaign! This is huge. As we are nearing the holiday season, we are bringing back the get a free keezel offer! Invest and receive Keezels.


If you've invested before, you can still benefit from this opportunity if you make a new investment between today and November 4th on our new StartEngine campaign page. 

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.

Check the new StartEngine campaign page here.

Have a great rest of the week!
Friso & Aike


P.s. this special offer is on top of any other perks you qualify for.


08.30.19

Keezel is featured on Mashable! Final days of our get-a-free-Keezel offer….

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

08.28.19

Special offer: Free Keezel for every $500 worth of new investment (limited time)

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.

06.11.19

Check this out -> Launching our new StartEngine campaign page!

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.

05.27.19

Keezel at Brookstone Airport Stores

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.

04.15.19

Hitting next level!

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.

03.14.19

Keezel at Best Buy!

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

02.11.19

Protection from 1000 new phishing threats every single day

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.


02.01.19

In how many countries was Keezel used in 2018....?

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

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With Regulation A+, a non-accredited investor can only invest a maximum of 10% of their annual income or 10% of their net worth per year, whichever is greater. There are no restrictions for accredited investors.

With Regulation Crowdfunding, non-accredited investors with an annual income or net worth less than $124,000, are limited to invest a maximum of 5% of the greater of those two amounts. For those with an annual income and net worth greater than $124,000, he/she is limited to investing 10% of the greater of the two amounts.

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Please keep in mind that a company can conduct a series of “closes” or withdrawals of funds throughout the duration of the campaign. If you are included in that withdrawal period, you will be emailed your countersigned subscription agreement and proof of purchase immediately following that withdrawal.

StartEngine assists companies in raising capital, and once the offering is closed, we are no longer involved with whether the company chooses to list shares on a secondary market, or what occurs thereafter. Therefore, StartEngine has no control or insight into your investment after the close of the live offering. In addition, we are not permitted to provide financial advice. You may want to contact a financial professional to discuss possible investment outcomes.

For Regulation Crowdfunding, investors are able to cancel their investment at any point throughout the campaign up until 48 hours before the closing of the offering. Note: If the company does a rolling close, they will post an update to their current investors, giving them the opportunity to cancel during this timeframe. If you do not cancel within this 5-day timeframe, your funds will be invested in the company, and you will no longer be able to cancel the investment. If your funds show as ‘Invested’ on your account dashboard, your investment can no longer be canceled.

For Regulation A+, StartEngine allows for a four-hour cancelation period. Once the four-hour window has passed, it is up to each company to set their own cancelation policy. You may find the company’s cancelation policy in the company’s offering circular.

Once your investment is canceled, there is a 10-day clearing period (from the date your investment was submitted). After your funds have cleared the bank, you will receive your refund within 10 business days.

Refunds that are made through ACH payments can take up to 10 business days to clear. Unfortunately, we are at the mercy of the bank, but we will do everything we can to get you your refund as soon as possible. However, every investment needs to go through the clearing process in order to get sent back to the account associated with the investment.

Both Title III (Regulation Crowdfunding) and Title IV (Reg A+) help entrepreneurs crowdfund capital investments from unaccredited and accredited investors. The differences between these regulations are related to the investor limitations, the differing amounts of money companies are permitted to raise, and differing disclosure and filing requirements. To learn more about Regulation Crowdfunding, click here, and for Regulation A+, click here.

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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. INVESTMENTS ON STARTENGINE ARE SPECULATIVE, ILLIQUID, AND INVOLVE A HIGH DEGREE OF RISK, INCLUDING THE POSSIBLE LOSS OF YOUR ENTIRE INVESTMENT.


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Unless indicated otherwise with respect to a particular issuer, all securities-related activity is conducted by regulated affiliates of StartEngine: StartEngine Capital, LLC, a funding portal registered here with the US Securities and Exchange Commission (SEC) and here as a member of the Financial Industry Regulatory Authority (FINRA), or StartEngine Primary, LLC, a broker-dealer registered with the SEC and FINRA/SIPC . You can review the background of our broker-dealer and our investment professionals on FINRA’s BrokerCheck here. StartEngine Secondary is an alternative trading system regulated by the SEC and operated by StartEngine Primary, LLC, a broker dealer registered with the SEC and FINRA. StartEngine Primary, LLC is a member of SIPC and explanatory brochures are available upon request by contacting SIPC at (202) 371-8300.


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