Maximum 100,000 shares of Class B Non-voting Common Stock ($500,000)
Minimum 2,000 shares of Class B Non-voting Common Stock ($10,000)
|Company||MockOut, Inc. (the "Company")|
|Corporate Address||2521 W Wilson St. Durham, NC 27705|
|Description of Business||MockOut is the only mobile app where you can play fantasy games for the offseason.|
|Type of Security Offered||Class B Non-voting Common Stock (the "Non-voting Common Stock")|
|Purchase Price of Security Offered||$5 per Share|
|Minimum Investment Amount (per investor) ||$200|
|Each share of Class B Non-voting Common Stock will be nonvoting, unless otherwise required by law.|
|Book-Entry Shares||All shares will be uncertificated and recorded in book-entry form on the books and records of the Company, except as otherwise required by law.|
|The Company shall have the right to redeem shares of Non-voting Common Stock held by any shareholder who is not a Major Shareholder (as defined below) at the greater of $5 or the current fair market value on or before August 30, 2019. “Major Shareholder” means a holder of shares with fair market value equal to or greater than $25,000 who is an accredited investor in accordance with Rule 506(c) of Regulation D under the Securities Act of 1933, as amended.|
|Public Offering||In the event that the Company closes on an initial public offering (“IPO”) of its stock, outstanding shares of the Non-voting Common Stock will be converted into shares of the class or series of stock offered and sold in such IPO, subject to the requirement that each holder first enter into a customary market stand-off agreement.|
Regulation A Offering
|In the event that the Company conducts an offering under Regulation A of the same class of securities or an equivalent class of securities offered and sold in the offering, investors will be required to exchange the Non-voting Common Stock for the securities offered and sold under such Regulation A offering.|
|The shares may not be transferred by any purchaser of such securities for the one-year period following the closing unless under certain circumstances as described below.|
|The Subscription Agreement will be governed by the laws of the State of North Carolina. By signing the Subscription Agreement, each investor submits to the exclusive jurisdiction of the federal or state courts located in North Carolina with respect to any suit, action or proceeding relating to the offering. |
Restrictions on Transfer
For the one-year period following the closing, the Shares may not be transferred by an investor, unless such securities are transferred:
- to the Company;
- to an accredited investor;
- as part of an offering registered with the SEC; or
- to a member of the family of such Investor or the equivalent, to a trust controlled by the investor, to a trust created for the benefit of a member of the family of the investor or the equivalent, or in connection with the death or divorce of the Investor or other similar circumstance.
The term “accredited investor” means any person who comes within any of the categories set forth in Rule 501(a) of Regulation D, or who the seller reasonably believes comes within any of such categories, at the time of the sale of the securities to that person.
The term “member of the family of the Investor or the equivalent” includes a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the purchaser, and includes adoptive relationships. The term “spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse.
Additionally, the Company's Bylaws provide the Company a right of first refusal in the event that any shareholder, or transferee of such such shareholder, wishes to transfer all of any part of his, her, or its shares in the Company, subject to certain exceptions for certain relatives and other affiliates of the shareholder.
Irregular Use of Proceeds
The Company does not intend to incur any irregular use of proceeds.
Most recent fiscal year-end:
Prior fiscal year-end:
Cash And Cash Equivalents
A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can afford to lose your entire investment. In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document. The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature. These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.