Log In

GET A PIECE OF NIXPLAY

Sharing & Celebrating Life's Most Precious Moments

Nixplay builds AI-driven smart digital frames and an alternative family network via their mobile app, so customers can easily and securely display their photos with loved ones. We have achieved over $330 million in lifetime revenue and have built a community of over 3 million users.

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

$552,526.67 Raised

Offering Circular | Selected Risks Related to this Offering | SEC EDGAR Page


REASONS TO INVEST


  • Nixplay has a lifetime revenue of over $330m and has built a community of over 3 million users. Our newly launched subscription service has over 34,000 paying subscribers achieving $1.8m ARR in 2022.


  • We believe we are one of the only companies in the world that offers a comprehensive, secure photo-sharing ecosystem including AI-driven digital frames, an encrypted mobile/web social platform, and a marketplace for custom photo printed goods to connect our users to their loved ones through the power of photo sharing.


  • Nixplay’s leadership team has demonstrated profitability and scalability, achieving over 30,000 reviews on Amazon.com with an average rating of 4.8 stars. Our technology and its applications evolve to meet the needs of our market. We are in the process of developing NFT-sharing technology with the potential to create a new way to take NFTs to mass markets.





the pitch

Nixplay helps people share life’s important moments with their loved ones, friends and family. We strive to create ease of use and guaranteed privacy. Our photo-sharing ecosystem includes smart digital frames, a private social platform and a marketplace for custom photo printed goods. We've earned over $330m in lifetime revenue and have reached over 3 million users displaying 1.5 billion photos and videos every single day. We are one of the few companies in the world using AI in the digital display space and our new subscription model has reached over 34,000 paying subscribers, achieving $1.8m ARR in 2022.



THE PROBLEM & OUR SOLUTION


Connecting Loved Ones with Comprehensive Photo Sharing Services

We believe sharing life’s precious moments with family and close friends should be easy and safe. However, not everyone uses the same forms of media and few are optimized for privacy or put your content first. Our mobile/web app and industry-leading smart photo frames create a private, secure content-sharing social media alternative that allows users to easily, securely and meaningfully engage with the moments that matter most.



*The above are products that are currently available for purchase.


In 2021 we launched our new subscription model and achieved an annual recurring revenue of $1.8m in 2022. We have built a prototype integration that will allow users to share NFTs and we will be focused on how tokenization will fundamentally change content ownership. Through our partnership with FujiFilm we launched our marketplace, where users can purchase a wide variety of printed goods such as photo books, wall canvases, and a wide range of printed gifts and home decor items.


Nixplay is committed to sustainability.  We understand the impact we have on the environment and strive to use as much recycled material as possible in our packaging. Furthermore we have a long standing tree planting program.

*The above are renderings of products that are currently available for purchase.


*The above are renderings of products that are currently available for purchase.


THE MARKET & OUR TRACTION


Proven Profitability in Multiple Massive Markets



Nixplay’s expansive services allow us to penetrate multiple major markets. The TAM for digital photo frames alone is $400 million. Meanwhile, social media and content sharing represent a $223.1 billion market. The photo printing market is worth $17.3 billion and the gifting market is valued at $202 billion. The NFT market is expected to grow to $211B by 2030. 


*The above are products that are currently available for purchase.

*The above is a product that is currently available for purchase.

*The above are renderings of products that are currently available for purchase.

Why Invest


Delivering Cherished Moments to Your Loved Ones

*The above are products that are currently available for purchase.


We use a robust photo-sharing ecosystem including AI driven smart frames, our mobile and web app, and printed products to connect family and friends through life’s big and small moments. With this raise, we seek to maximize the value of peoples’ most precious content, dramatically expand our photo sharing subscription services and take our NFT-sharing technology to the mass market. We have demonstrated both scalability and profitability, and now we are ready to accelerate our growth. Join us as we help our customers feel connected to their loved ones through a powerful, secure social media alternative.


*The above are renderings of products that are currently available for purchase.


AN OFFERING STATEMENT REGARDING THIS OFFERING HAS BEEN FILED WITH THE SEC. THE SEC HAS QUALIFIED THAT OFFERING STATEMENT, WHICH ONLY MEANS THAT THE COMPANY MAY MAKE SALES OF THE SECURITIES DESCRIBED BY THE OFFERING STATEMENT. IT DOES NOT MEAN THAT THE SEC HAS APPROVED, PASSED UPON THE MERITS OR PASSED UPON THE ACCURACY OR COMPLETENESS OF THE INFORMATION IN THE OFFERING STATEMENT.



THE OFFERING CIRCULAR THAT IS PART OF THAT OFFERING STATEMENT CAN BE FOUND HERE.


CROWDCHECK VERIFIED REPORT CAN BE FOUND HERE.



THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

ABOUT

HEADQUARTERS
1630 Welton St
Denver, CO 80202

Nixplay builds AI-driven smart digital frames and an alternative family network via their mobile app, so customers can easily and securely display their photos with loved ones. We have achieved over $330 million in lifetime revenue and have built a community of over 3 million users.

TEAM

Mark Palfreeman

Mark Palfreeman

Chief Executive Officer & Director

Mark is the founder and CEO of Nixplay. He has taken the company from bedroom start-up to a business that has profitably generated over $330m in cumulative sales revenue, with just $2.7m of raised capital.

Since graduating business school, Mark has focused on simplifying technology solutions to serve the whole family in a private, secure, enjoyable way.

He has developed extensive experience at the operational and leadership level in industrial design, technology, ecommerce and digital marketing. 

Joel Durbridge

Joel Durbridge

Chief Operating Officer

Joel started his career serving 10 years as an Officer in the British Royal Marine Commandos and Special Forces. During this time he crafted his leadership in some of the most hostile environments in the world including multiple tours of Afghanistan and support to various counter terrorism activity. 

His operations skill set comes from the world of finance. He worked as a Head of Strategy in Financial Market Operations at Standard Chartered Bank, driving operational excellence in business process and in Corporate Innovation creating a spin off fintech start-up from within HSBC. 

Joel has provided strategic leadership to Nixplay since January 2021.

Benoit Le Berre

Benoit Le Berre

Chief Financial Officer

Benoit has deep expertise in the world of finance. He started his career as a Financial Auditor at Mazars where he led audit assignments for large listed corporations including large consumer brands. Prior to joining Nixplay he worked for a manufacturing group with operations in Asia leading financial management across the business. In 2015 he joined Nixplay as a Group Financial Controller and was promoted CFO in 2017.

Micheal Barlow

Micheal Barlow

Chief Technology Officer

Micheal is a technologist with over 25 years in creating software solutions & SaaS platforms for global organisations, start-ups and scale-ups including HSBIB the investment banking division of HSBC, Pfizer and the European Bank for Reconstruction and Development.

Micheal provides Strategic leadership, technology oversight and is responsible for executing the product vision for Nixplay.

Peter O’Kelly

Peter O’Kelly

Managing Director - Philippines

Peter started his career in television broadcasting. He worked at the History Channel in promotions and editorial, then went on to organise shoots and location bookings for various London-based advertising & production companies. 

He is a co-founder of Nixplay and has been with the business since 2009. During this time, he has worn several hats as one would expect in a start-up; he has an intricate knowledge of how the business works.  

Currently, he is leading general operations in our Philippines office, as well as directly managing our customer service, digital signage, and service subscription teams.  

The core of his career path and skillset is providing above-and-beyond experiences with the customer always coming first.

Marcin Dudar

Marcin Dudar

Head of Hardware and Production

With over 30 years of experience in the technology field of embedded devices, IC design and consumer electronics manufacturing Marcin is leading hardware and embedded engineering as well as overseeing manufacturing at Nixplay.

Marcin's experience helped companies like ALi become market leader in the field of consumer electronics IC where Marcin led architectural change and delivered the world's leading Set-Top- Box chipset.

Zayyad Wain

Zayyad Wain

Head of Sales

Zayyad is responsible for global sales. Serving with Nixplay since March 2017, he has been instrumental in increasing the size and presence of Nixplay expanding Nixplay on ecommerce and retail channels in the US and other regions. Zayyad holds a Bachelor of Engineering and a Master of Science in E-commerce from the University of Hong Kong where he graduated with First Class Honours. 

Prior to joining Nixplay, Zayyad worked as a Sales Engineer and Product Manager at AfterShip, a SaaS startup that focused on improving the logistics and customer experience for E-commerce Brands.

Arlene Calangi

Arlene Calangi

General Manager - Philippines

Arlene holds 26 years of experience, in industries ranging from Banking and Finance, Supply Chain and Logistics, Business Process Offshoring (BPO) and Shared Services (SSC),

Prior to Nixplay, Arlene worked for multinational companies such as HSBC, Convergys, MasterCard, DHL, Amec Foster Wheeler.

TERMS

Nixplay
Overview
PRICE PER SHARE
$6.10
DEADLINE
Mar 21, 2024
VALUATION
$39.38M
FUNDING GOAL
$500.2 - $15M
Breakdown
MIN INVESTMENT
$500.20
MAX INVESTMENT
$999,997.40
MIN NUMBER OF SHARES OFFERED
82
MAX NUMBER OF SHARES OFFERED
2,459,016
OFFERING TYPE
Equity
ASSET TYPE
Common Stock
SHARES OFFERED
Common Stock

Maximum Number of Shares Offered subject to adjustment for bonus shares

*this valuation is calculated assuming a full dilution from issued stock options and authorized issuance at Nixplay Cayman level resulting in a maximum of 1,731,637 new shares in Nixplay Cayman being created and representing 21% of current issued shares; and the issuance of a maximum of 3,735,476 shares in Nixplay Cayman to Nixplay Inc. representing 45.39% of current issued shares (based on a $15,000,000 raise), after the fundraise money is collected.

Tier 0 | $500+

Investors who invest $500+ will receive 1 lifetime Nixplay Plus membership for you or friends and family ($1,250 retail value)

Tier 1 | $2,500+

Investors who invest $2,500+ will receive a new Nixplay Touch Classic 10” frame ($159.99 retail value) and a lifetime Nixplay Plus membership for you or friends and family ($1,409.99 retail value)

Tier 2 | $5,000+

Investors who invest $5,000+ will receive a new Nixplay Touch Classic 10” frame and a new Nixplay Touch 10” frame ($349.98 retail value) and 2 lifetime Nixplay Plus memberships for you or friends and family ($2,849.98 retail value)

Tier 3 | $10,000+

Investors who invest $10,000+ will receive a new Nixplay Touch Classic 10” frame, a new Nixplay Touch 10” frame and a new Nixplay Touch 10” polished steel frame and 3 lifetime Nixplay Plus memberships for you or friends and family ($4,319.97 retail value)

Tier 4 | $20,000+

Investors who invest $20,000+ will receive new Nixplay Touch Classic 10” frame, a new Nixplay Touch 10” frame, a new Nixplay Touch 10” polished steel frame and a fourth frame of your choice and 4 lifetime Nixplay Plus memberships for you or friends and family ($5,789.96 retail value)

Tier 5 | $50,000+

Investors who invest $50,000+ will receive an invitation to all shareholder calls + Tier 4 perks

Any perks earned by investors in this offering may not be received by investors until after the offering is completed – as such, investors who qualify for any of the perks above should be aware they will not receive those perks immediately upon investing.

ALL UPDATES

REWARDS

Multiple investments in an offering cannot be combined to qualify for a larger campaign perk. Get rewarded for investing more into Nixplay.

$500

Tier 0

Receive 1 lifetime Nixplay Plus membership for you or friends and family ($1,250 retail value)

$2,500

Tier 1

Receive a new Nixplay Touch Classic 10” frame ($159.99 retail value) and a lifetime Nixplay Plus membership for you or friends and family ($1,409.99 retail value)

$5,000

Tier 2

Receive a new Nixplay Touch Classic 10” frame and a new Nixplay Touch 10” frame ($349.98 retail value) and 2 lifetime Nixplay Plus memberships for you or friends and family ($2,849.98 retail value)

$10,000

Tier 3

Receive a new Nixplay Touch Classic 10” frame, a new Nixplay Touch 10” frame and a new Nixplay Touch 10” polished steel frame and 3 lifetime Nixplay Plus memberships for you or friends and family ($4,319.97 retail value)

$20,000

Tier 4

Receive new Nixplay Touch Classic 10” frame, a new Nixplay Touch 10” frame, a new Nixplay Touch 10” polished steel frame and a fourth frame of your choice and 4 lifetime Nixplay Plus memberships for you or friends and family ($5,789.96 retail value)

$50,000

Tier 5

Receive an invitation to all shareholder calls + Tier 4 perks

JOIN THE DISCUSSION

0/2500

Yf
Yecheskel federweis

2 days ago

What makes you different/better/proprietary than google photos?

0

0

PS
Prakash Sripathy

8 days ago

Another question, I forgot to bring up. If you are profitable, what are you raising the new money for? What is your projected growth rate in your core business?

1

0













PS
Prakash Sripathy

8 days ago

I am thinking of investing. Wondering what is your current valuation and do we have SAFE on this current investment?

1

0













WP
Walter Poisson

a month ago

Sir, I don't know why I am not on a list for tier 1 rewards as my investment cleared in May. My emails to you have gone unanswered. Thank you

1

0













CF
Courtney Fletcher

a month ago

Hi, Can you please advise when I will receive my benefit? I have not received any email or anything from you all. Thank you.

1

0













DD
Dennis Dow

2 months ago

Like others have questioned, when will the tier 1 reward of Nixplay plus membership be issued? My wife is excited about the membership. We have the frames as do our kids. Please advise. Thanks.

1

0













OK
Ohjoong Kwon

3 months ago

I got a confirmation for the fund investment finally. How do I get my investor reward?

1

0













JJ
Jens Jungmann

3 months ago

Fund invested (shares issued) on May 12, 2023 at 10:30 AM. Never received an EMail from NixPlay about Investor Rewards (or anything else). Now I've been playing EMail exchange with Nixplay Customer Service for over a week and still have no actual information as to when or if I will ever receive the promised Investor Reward.

2

0













OK
Ohjoong Kwon

3 months ago

My investment status still says it's `open`. Is this expected?

0

0

CH
Cody Hammond

3 months ago

Any updates on the first wave rewards?

1

0













HOW INVESTING WORKS

Cancel anytime before 48 hours before a rolling close or the offering end date.

WHY STARTENGINE?

REWARDS

We want you to succeed and get the most out of your money by offering rewards and memberships!

SECURE

Your info is your info. We take pride in keeping it that way!

DIVERSE INVESTMENTS

Invest in over 200 start-ups and collectibles!

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.

At the close of an offering, all investors whose funds have “cleared” by this time will be included in the disbursement. At this time, each investor will receive an email from StartEngine with their Countersigned Subscription Agreement, which will serve as their proof of purchase moving forward.

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.

RAISED
$552,526.67
INVESTORS
353
MIN INVEST
$500.20
VALUATION
$39.38M

Get To Know Us

Our Team

Careers

Blog

Important Message

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.

www.StartEngine.com is a website owned and operated by StartEngine Crowdfunding, Inc. (“StartEngine”), which is neither a registered broker-dealer, investment advisor nor funding portal.
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 FINRASIPC . 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.

Investment opportunities posted and accessible through the site are of three types:

1) Regulation A offerings (JOBS Act Title IV; known as Regulation A+), which are offered to non-accredited and accredited investors alike. These offerings are made through StartEngine Primary, LLC (unless otherwise indicated). 2) Regulation D offerings (Rule 506(c)), which are offered only to accredited investors. These offerings are made through StartEngine Primary, LLC. 3) Regulation Crowdfunding offerings (JOBS Act Title III), which are offered to non-accredited and accredited investors alike. These offerings are made through StartEngine Capital, LLC. Some of these offerings are open to the general public, however there are important differences and risks.

Any securities offered on this website have not been recommended or approved by any federal or state securities commission or regulatory authority. StartEngine and its affiliates do not provide any investment advice or recommendation and do not provide any legal or tax advice with respect to any securities. All securities listed on this site are being offered by, and all information included on this site is the responsibility of, the applicable issuer of such securities. StartEngine does not verify the adequacy, accuracy or completeness of any information. Neither StartEngine nor any of its officers, directors, agents and employees makes any warranty, express or implied, of any kind whatsoever related to the adequacy, accuracy, or completeness of any information on this site or the use of information on this site. See additional general disclosures here.
By accessing this site and any pages on this site, you agree to be bound by our Terms of use and Privacy Policy, as may be amended from time to time without notice or liability.

Canadian Investors Investment opportunities posted and accessible through the site will not be offered to Canadian resident investors. Potential investors are strongly advised to consult their legal, tax and financial advisors before investing. The securities offered on this site are not offered in jurisdictions where public solicitation for offerings is not permitted; it is solely your responsibility to comply with the laws and regulations of your country of residence.

California Investors Only – Do Not Sell My Personal Information

(800-317-2200). StartEngine does not sell personal information. For all customer inquiries, please write to contact@startengine.com.

StartEngine’s Reg A+ offering is made available through StartEngine Crowdfunding, Inc. This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment. For more information about this offering, please view StartEngine’s offering circular and risk associated with this offering.

StartEngine Marketplace

The availability of company information does not indicate that the company has endorsed, supports, or otherwise participates with StartEngine.

None of the information displayed on or downloadable from www.startengine.com (the 'Website') represents a recommendation, offer, or solicitation of an offer to buy or sell any security. It also does not constitute an offer to provide investment advice or service. StartEngine does not (1) make any recommendations or otherwise advise on the merits or advisability of a particular investment or transaction, or (2) assist in the determination of fair value of any security or investment, or (3) provide legal, tax, or transactional advisory services.

All investment opportunities are based on indicated interest from sellers and will need to be confirmed.

Investing in private company securities is not suitable for all investors. An investment in private company securities is highly speculative and involves a high degree of risk. It should only be considered a long-term investment. You must be prepared to withstand a total loss of your investment. Private company securities are also highly illiquid, and there is no guarantee that a market will develop for such securities. Each investment also carries its own specific risks, and you should complete your own independent due diligence regarding the investment. This includes obtaining additional information about the company, opinions, financial projections, and legal or other investment advice. Accordingly, investing in private company securities is appropriate only for those investors who can tolerate a high degree of risk and do not require a liquid investment.

StartEngine Marketplace (“SE Marketplace”) is a website operated by StartEngine Primary, LLC (“SE Primary”), a broker-dealer that is registered with the SEC and a member of FINRA and the SIPC. StartEngine Bulletin Board ("SE BB") is a bulletin board platform that advertises interest in shares of private companies that previously executed Reg CF or Reg A offerings. SE BB enables shareholders to communicate interest in potential sales of shares in private companies and investors to discover, review, and potentially invest in private companies. As a bulletin board platform, SE BB provides a venue for investors to access information about private company offerings and connect with potential sellers. SE BB is distinct and separate from StartEngine Secondary (“SE Secondary”), which is an SEC-registered Alternative Trading System (ATS) operated by SE Primary. SE Secondary facilitates the trading of securities by matching orders between buyers and sellers and facilitating executions of trades on the platform. While a security may be displayed on the bulletin board, these securities will be subject to certain restrictions which may prevent the ability to buy and sell these securities in a timely manner, if at all. Even if a security is qualified to be displayed on the bulletin board, there is no guarantee an active trading market for the securities will ever develop, or if developed, be maintained. You should assume that you may not be able to liquidate your investment for some time or be able to pledge these shares as collateral.