(an Illinois Corporation)
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
“WindowMirror Inc.” (the “Company”), an Illinois Corporation, is offering up to Fifty Thousand (50,000) shares of its Preferred Seed Round Stock representing approximately Four Percent (4%) of its total outstanding equity, at a price of $2 per share for a total capital raise of $100,000.
WindowMirror™ is a mobile and technology platform and mobile product (Android and iOS) application being designed to support and assist anyone living with dementia and their caregivers (including institutions) as a daily organizer, memory aid, emergency resource, and virtual caregiving tool and resource. WindowMirror™ will integrate speech-to-text, facial recognition, augmented reality, and GPS software and algorithms into a singular application.
For the Primary User, the application's core function will be voice-command driven, talk-to-text features, where Primary Users can save time-stamped thoughts and memories, and for the family, caregivers and health professionals can gather, analyze and manage data regarding the Primary User’s condition and progression and management. An important goal is to optimize states of flow for persons with cognitive impairments and provide a database or library of the legacy of thoughts and memories for loved ones. It is being designed specifically to be intuitive and adaptive to each Primary User’s Alzheimer's or dementia progression. WindowMirror™ will help its Primary Users to capture memories, recognize loved ones, help the Primary User and his or her family or caregivers understand where they are and what you are doing, locate and communicate with caregivers, giving caregivers and family the ability to assist the Primary User in any way he or she needs, all in an engaging, easy to use, experience.
The United States and world-wide market for individuals, families, caregivers and healthcare professionals to utilize mobile technology to address the care for the elderly and peoples with cognitive disabilities is significant. The extensions of the application to various specialized and specialty needs such as PTSD and eldercare generally, are equally significant. The Company has worked hard over the last two (2) years in building its brand in the Alzheimer’s and eldercare field. With its current team, and execution of its Business Plan, the Company believes it has an opportunity to be a significant influencer and player in this product/service category on a world-wide scale at an important time for the Alzheimer’s and dementia movement.
A more extensive discussion of WindowMirror’s business and growth strategy can be found in its Business Plan, which is attached as Appendix A to this Memorandum. You should consider carefully this Memorandum, the Business Plan and the other Appendices hereto before deciding to invest in the Seed Round Preferred Stock Shares.
The securities offered by this Memorandum are speculative and involve a high degree of risk. Consider carefully the "Risk Factors" of this Memorandum.
5440 W. Berteau, Suite 1
Chicago, Illinois 60641
THE SECURITIES OFFERED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THESE SECURITIES WILL ALSO BE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THE COMPANY'S SHAREHOLDER AGREEMENT. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM OR ANY OTHER COMMUNICATION RELATING TO THE OFFERING AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. EACH INVESTOR SHOULD CONSULT SUCH INVESTOR’S OWN COUNSEL, ACCOUNTANT OR OTHER PROFESSIONAL ADVISORS AS TO INVESTMENT, LEGAL, TAX AND RELATED MATTERS CONCERNING THIS INVESTMENT.
THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION OR TO ANY PERSON IN WHICH OR TO WHOM SUCH AN OFFER OR SOLICITATION IS UNLAWFUL. ANY REPRODUCTION OF THIS MEMORANDUM IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF ITS CONTENTS WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY IS PROHIBITED. ANY PERSON ACTING CONTRARY TO THE FOREGOING RESTRICTIONS MAY PLACE HIMSELF AND THE COMPANY IN VIOLATION OF FEDERAL AND STATE SECURITIES LAWS.
NO OFFERING LITERATURE OR ADVERTISING OF ANY FORM MAY BE EMPLOYED IN THE OFFERING EXCEPT FOR THIS MEMORANDUM AND SUPPLEMENTAL MATERIALS, IF ANY, WHICH ARE EXPRESSLY AUTHORIZED BY THE COMPANY. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS MEMORANDUM AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS MEMORANDUM NOR ANY SALES MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE MATTERS DISCUSSED HEREIN SINCE THE DATE HEREOF.
THIS MEMORANDUM CONTAINS A SUMMARY OF THE COMPANY'S SHAREHOLDER AGREEMENT. SUCH SUMMARY DOES NOT KNOWINGLY MISSTATE OR OMIT ANY MATERIAL FACT. HOWEVER, SUCH SUMMARY DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE TEXT OF THE SHAREHOLDER AGREEMENT, WHICH WILL BE SENT TO PROSPECTIVE INVESTORS PRIOR TO THE CLOSING OF AN INVESTOR'S PURCHASE OF SEED ROUND PREFERRED STOCK SHARES.
EACH INVESTOR MAY REVIEW SUCH DOCUMENTS, RECEIVE ANSWERS TO SUCH QUESTIONS AND OBTAIN SUCH ADDITIONAL INFORMATION RELATING TO THE COMPANY, THE COMPANY’S INITIAL INVESTMENTS AND THIS OFFERING AS SUCH INVESTOR DEEMS NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION SET FORTH IN THIS MEMORANDUM. SEE "ADDITIONAL INFORMATION."
THE SECURITIES BEING OFFERED HEREBY ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT FOR NON-PUBLIC OFFERINGS. THE COMPANY WILL OFFER THE UNITS TO A LIMITED NUMBER OF INVESTORS AND WILL SELL UNITS TO ACCREDITED INVESTORS ONLY. SEE "PLAN OF DISTRIBUTION."
Summary of TERMS
“WindowMirror Inc.” (the “Company”), an Illinois Corporation, is offering up to Fifty Thousand (50,000) shares of its Preferred Seed Round Stock representing approximately Four Percent (4%) of its total outstanding equity, at a price of $2 per share for a total capital raise of $100,000. The Company is offering the stock only to certain qualified individuals and entities (each an “Investor” and collectively, the “Investors”). This section summarizes the principal terms with respect to the offering of stock (the “Offering”). The terms of the Offering and rights and preferences related to the Shares are reflected in the Company's Amended Articles of Incorporation (the “Articles”), subject to the Company Bylaws and the Shareholder Agreement which each Investor will be a party as a "shareholder" of the Company. Each Investor will receive a copy of the Shareholder Agreement prior to the closing of such Investor's purchase of the stock and such closing will be conditioned on the Investor's execution of the Shareholder Agreement, Subscription Agreement and Investor Qualification Questionnaire.
GENERAL TERMS OF THE OFFERING
This information below summarizes the principal terms proposed by WindowMirror Inc., an Illinois corporation (the “Company”), with respect to a private offering of its Seed Round – Preferred Stock.
Set forth below is the Company’s projected fully diluted capitalization, as adjusted to reflect the sale of all shares of Seed Round preferred stock proposed to be offered in this financing:
Proposed Private Offering
The Company proposes a private offering of shares of Seed Round preferred stock to “accredited” and “non-accredited” investors on the following terms:
Number of Seed Round Shares Offered: Up to 50,000 shares.
Price Per Seed Round Share: Two Dollars ($2) per Share (the “Original Purchase Price”). The Original Purchase Price represents a post-money valuation of $3,00,000.
Total Amount of Offering: Up to $100,000, but not less than $10,000.
Conversion: The initial conversion rate shall be 1:1, subject to adjustment as provided below. The Seed Round shall be automatically converted into Common Stock (i) if the holders of at least a majority of the outstanding Seed Round consent to such conversion or (ii) upon the closing of additional equity investments of more than $3,000,000 (a “Qualified Financing”).
Board of Directors: The size of the Company’s Board of Directors shall be set at five (5) with a current composition of three (3) directors. The Board is currently being comprised of Sean Fahey, Chris Kerzich, and Joe Marcello as representatives of the Common Stock.
Conversion Price Adjustments: The conversion price of the Preferred Stock shall be subject to broad-based weighted average anti-dilution protection (with customary exceptions) to reduce dilution in the event that the Company issues additional equity securities at a purchase price less than the applicable conversion price.
Protective Provisions: Without waiving any other voting rights, the consent of holders of at least a majority of the Seed Round shall be required for any amendment to the Company’s Articles of Incorporation which adversely affects the rights, preferences or privileges of the Seed Round.
Investor Rights: Upon the closing of an additional financing round pursuant to which the company grants customary investors rights, the holders of Seed Round shares shall be made parties to any investors rights agreement (or similar agreement providing for information, voting, registration, preemptive or similar rights); provided that, each Seed Round Holder must execute such agreement and be subject to the terms of such agreement in the same manner as other investors and such right shall terminate following the company’s closing of additional equity investments of more than $3,000,000 (a “Qualified Financing”)
Information Rights: The Company shall provide in a reasonable timeframe to provide each Investor with annual financial statements.
Right of First Refusal: Investors shall have the right in the event the Company proposes to offer equity securities to any person (other than securities issued to employees, officers and directors of the Company, securities issued pursuant to a merger or acquisition, securities issued in connection with an equipment leasing or debt financing, securities issued pursuant to a registration statement, or securities issued in connection with strategic transactions) to purchase their pro rata portion of such shares. Each Investor’s pro rata portion shall be calculated by dividing the outstanding shares of Seed Round held by such investor by the total number of shares outstanding on a fully-diluted basis. Such right of first refusal will terminate upon a Qualified IPO or upon an acquisition, merger or consolidation of the Company and may be waived, modified or terminated on behalf of all Investors by a majority in interest of the Investors. Such right may be terminated, waived or modified in any manner by a majority of the Seed Round Preferred and shall terminate following a Qualified Financing.
Expenses: Each party shall pay their own fees and expenses.
The investment shall be made pursuant to a subscription agreement and other documentation reasonably acceptable to the Company and the Investors. The term sheet is not legally binding on any parties and is subject to the satisfactory completion of due diligence and the execution of mutually agreed upon definitive documents.
WindowMirror will undertake to make available to each Investor, during the course of this Offering and prior to the sale, the opportunity to ask questions of, and receive answers from Window Mirror concerning the terms and conditions of this offering and to obtain any appropriate additional information necessary to verify the accuracy of the information contained in this Memorandum (and the Appendices hereto) or for any other purpose relevant to a prospective investment in the Seed Round Preferred Stock Shares offered hereby.
All communications or inquiries relating to these materials should be directed as follows:
5440 W. Berteau, Suite 1
Chicago, Illinois 60641
Attn: Sean Fahey
The Company might incur Irregular Use of Proceeds that may include but are not limited to the following over $10,000:
WindowMirror is managed by its President/CEO Sean P. Fahey, who shall be the sole employee of the Company for the current calendar year. Pursuant to the Company's Bylaws, voting Shareholders are entitled to elect members of the Board of Directors (who currently is Sean Fahey, Joe Marcello and Christopher Kerzich). In addition, the Company currently has five (5) professionals on the Board of Advisors (see Business Plan) who provide guidance on Mr. Fahey’s management of the Company. Sean Fahey, will have primary control over all development matters. Except for limited protective provisions in the Shareholder Agreement or as otherwise required by applicable law, the Seed Round Preferred Stock Shares that will be issued in the Offering will not have any voting rights, and therefore not participation in selection of Directors other than as set forth in the Summary of Terms herein. The members of the Board of Directors are authorized by the Bylaws of the Company with exclusive authority to direct the Officers of the Company, namely Sean Fahey, to manage the Company's day-to-day operations. Accordingly, holders of the Seed Round Preferred Stock Shares will have no right or power to take part in the management or control of the Company's day-to-day business, and will not have any right to remove or replace the members of the Board of Directors. Please see "Summary of Terms" for additional details.
Sean Fahey serves as WindowMirror's Chief Executive Officer and upon closing of the Funding will receive a salary of $84,000/year. Consultants working on the team, advisors, and freelance developers are paid through the services agreement between the Company and each contracted employee. These expenditures are set forth in the Use of Proceeds statement.
Expenditures are set forth in the Use of Proceeds statement. Travel and Entertainment are allocated at $36,000.00 and $11,000.00 respectively with immediate plans to attend the Healthcare City Incubator in Lisbon Portugal for simultaneous growth in the U.S. and E.U. markets.
WindowMirror will pay Prometheus Capital LLC, 7% of total raise amount, with no interest, for support and services rendered.
WindowMirror will pay Tom Canepa, lawyer, 6% of total raise amount, with no interest, for legal services rendered.
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.