INVEST IN NIXPLAY TODAY!
Sharing & Celebrating Life's Most Precious Moments
$486,348.46 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
WEBSITE
View Site
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
Chief Executive Officer & Director
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
Chief Operating Officer
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
Chief Financial Officer
Micheal Barlow
Chief Technology Officer
Micheal provides Strategic leadership, technology oversight and is responsible for executing the product vision for Nixplay.
Peter O’Kelly
Managing Director - Philippines
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.
Todd Barrs
Head of Growth and Marketing
His leadership experience spans across organizations from venture-backed start-ups to private equity-owned global organizations, like PPLSI (LegalShield and IDShield brands), Photobucket, Gooten and Webroot Software.
Marcin Dudar
Head of Hardware and Production
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
Head of Sales
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
General Manager - Philippines
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
05.30.23
More Happy Customers
Here are 3 of our favorite reviews from the past month:
★★★★★
An amazing photo frame. Worth every penny.
The great thing about this frame is that it is trust worthy. It works great, you can see that the software and hardware was done by professional and every small detail was taken into account - from a very convenient flexible stand so you can easily switch between vertical and horizontal play, to a smart option to crop images while focusing on the faces in the image, this picture frame is just great!.
★★★★★
Highly Recommend.
While I haven't explored all the options I find what I have used easy and straight forward...I frequently recommend it to others... Really like the frame and app.
★★★★★
Great Mother’s Day gift.
This made the best Mother’s Day gift. It was so easy to load up pictures and looks great.
If you have any questions or comments please add the to the "Join the Discussion" section.
04.28.23
86% of American consumers care about privacy
At Nixplay we really care bout privacy and so do 86% of American consumers.
Nixplay is:
- CCPA Compliant
- GDPR Compliant
- Certified Private & Secure by The Photo Managers (USA)
Nixplay has built a private version of social media that allows communities (typically family or friends) to share, display and engage with their most precious content.An important facet of Nixplay’s tech stack is that we’ve architected privacy and security into our ecosystem. This is a critical differentiator between many other content sharing platforms.
If you have any questions or comments please add to the "Join the Discussion" section.
04.24.23
Over $330m in Lifetime Revenue
Nixplay has generated over $330M in Lifetime revenue since 2014. This was achieved with only $2.7M in capital raised, the majority of which was raised in 2015.
Nixplay's growth is largely organically funded through the reinvestment profit. This Series A round is the first time since 2015 that we sought equity investment to build on what has been achieved and supercharge our growth.
If you have any questions or comments please add to the "Join the Discussion" section.
04.21.23
We continue to be a great gift for Mother’s Day
Thank you CNN for placing us in your, “40 unique Mother’s Day gifts for the coolest moms you know,” guide.
https://www.cnn.com/cnn-underscored/gifts/unique-mothers-day-gifts-2023
In their words, “gift her this futuristic Nixplay photo frame that displays all of life’s most precious moments on repeat. You can gift it to her preset with photos or have her customize her own…”
Thank you CNN.
If you have any questions or comments please add to the "Join the Discussion" section.
04.18.23
Best “Overall Digital Picture Frame” by ZDNET
It is great to receive an independent review as the Best Digital Picture Frame Overall from zdnet.com
ZDNET independently tests and researches products to bring you their best recommendations and advice.
See the ARTICLE HERE.
In their words, “The Nixplay Touch 10 Smart Frame has great features to showcase your memories, and after trying it out myself, it is my top pick for the best digital photo frame.”
Thank you ZDNET.
If you have any questions or comments please add to the "Join the Discussion" section.
04.13.23
To our happy customers
Here are 3 of our favorite reviews from the past month:
★★★★★
Makes the very best gift!
This is hands down the best gift we have ever given our family members. Being able to share moments and photos from our busy lives with many kids immediately with grandparents, aunts, uncles, and even in our own home is the gift that keeps on giving. We love these so much as does everyone who has one.
★★★★★
Fabulous gift for family afar
We bought this digital frame to share pics with family living across the country. So easy to set up and share photos. I read up on different digital frames and so glad that we purchased the nixplay frame. I'm going to buy one for our home so we can display all those pics we take on our phones!
★★★★★
Superior Customer Service !! 5 star alllll the way!!!
Bought this frame for a senior with dementia. Pieces & passwords went “missing”. Lou didn’t stop assisting us until the frame was able to be used again!!! Highly recommend to everyone!! Great product and customer/support service!! High 5 and 5 st*rs to Lou!!! *****
04.06.23
Nixplay has SCALE
At Nixplay we showcase the beauty of users' moments by displaying over 1.5 billion photos and videos every single day. With over 1 million monthly active users engaging with our product through our mobile app, web app, and smart frames, Nixplay has established a robust network that demonstrates the strength of our platform.
Our impressive user metrics speak to the demand for our product and the potential for exponential growth. This is why we believe Nixplay is a solid investment opportunity.
If you have any questions or comments please add to the "Join the Discussion" section.
04.04.23
Annual Recurring Revenue (ARR)
Nixplay is dedicated to enhancing our user experience through cutting-edge subscription services. With an increase of 27% year on year, we have surpassed 35,100 subscribers, and our ARR has exceeded $2,000,000 as of the end of Q1 2023.
By investing in Nixplay, you will be supporting our efforts to expand our user base and further develop our subscription services, which will add tremendous value to both our users and shareholders. With the funds raised, we will focus on user acquisition and improving our subscription services to provide the best possible experience to our customers.
If you have any questions or comments please add the to the "Join the Discussion" section.
03.30.23
+3 Millions Users and Counting...
In 2022 we grew our users by 475,000 and tipped over the 3 million user count in mid January 2023. So far in 2023 we've onboarded 125,000 new users, outpacing growth year on year.
At Nixplay, we benefit from a number of network effects within our product:
User onboarding - At present we onboard 2.2 users per frame that connects to our network. This is because the Nixplay experience actively encourages sharing between family and friends. The more people invited into these private networks the more utility or users get out of the product.
Gifting - Nixplay is a highly giftable product and we see this happen most around Christmas and Mothers' Day. Furthermore we've developed specific gifting functionality that allows the gifter to preload our frames with photos/videos and invite other friends or family members to do the same.
Repeat business - ultimately our product makes people happy and we see high levels of repeat business through nixplay.com with the returning customer rate growing 64% year over year.
If you have any questions or comments please add the to the "Join the Discussion" section.
03.27.23
Our Focus for 2023
We are very pleased to have our profile live on StartEngine. Here are a few exciting things Nixplay is focused on for 2023:
Growing our user base - we are persistently refining our onboarding journey and ensuring we optimise the multiple network effects our product has, from onboarding friends and family to gifting.
Expanding our subscriptions services and increasing ARR - increasing the services we offer our users is a top priority and we will be looking at more ways to add value to the Nixplay Plus and Lite subscription offerings.
Mobile experience redesign - We are early in the design phase for a new and improved mobile experience that aims to provide a much more social experience and generate greater feedback mechanisms.
If you have any questions or comments please add them in the 'Join The Discussion' section.
REWARDS
$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
James Molina
2 months ago
I have open order on StartEngine. Will Nixplay do rolling disbursements to issue stock? When will rewards be available? Will stock / rewards be issued at campaign end date (approx one year from now)? Please advise on plan.
2
0
Andrew Jones
12 INVESTMENTS
2 months ago
It appears, where reviews can be found, that customer service is horrible. If the product works, people are mostly satisfied. When the product does not work or someone has ordering issues it reads as if no one cares or is paying attention. What is being done to address customer service? Customer retention is key in a recurring revenue business.
1
1
Danny Ho
2 months ago
Joel,
Do we have audited finanicals for Q3 2022 or unaudited for Q3/Q4 2022?
1
0
Danny Ho
2 months ago
Thanks for your reply to my previous question, Joel.
The numbers in PPM are a little old. do you have financials from H2 2022?
1
0
Danny Ho
2 months ago
After the investment will there be quarterly investment reports?
1
0
David Katralis
2 months ago
Who are your biggest competitors?
1
0
Jason Ainspan
2 months ago
@Joel Durbridge
Thank you for the explanation. I remain very skeptical about NFTs but accept/understand if [you think] the market is expressing demand for it.
Could you explain to this and any other [startengine] novice how one can show a profit from this Equity/Common Stock offering?
Since these aren't shares traded on the open market, how does one divest? How would we realize a [hopefully] profit?
1
0
Jason Ainspan
2 months ago
So...your new revenue model is to sell NFTs?
Can you explain how you plan on monetizing what amounts to a worthless image that simply tells people that you spent money for something that is.... essentially worthless?
Your frames are amazing. I've bought 4 so far for friends and family and I assumed you'd be expanding your capabilities or models.
Please explain a pivot to NFTs?
1
0
Maciej Rumprecht
20 INVESTMENTS
2 months ago
Can you give some color on the drop in revenue Y/Y
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.
Cody Hammond
3 days ago
1
0