ViscoSoft Group, LLC
2923 South Tryon Street, Suite 140, Charlotte, NC 28203
Minimum Investment Amount
Class B Non-voting Units
Minimum Number of Shares Offered
Maximum Number of Shares Offered
Price per Share
This Offering Memorandum (this “Memorandum” or “Offering Statement”) is provided solely to prospective investors through the Crowdfunding Portal provided at www.startengine.com and any subdomain thereof (the “Portal”) for the sole purpose of evaluating investments in certain securities (“Securities”) offered by ViscoSoft Group, LLC, a North Carolina limited liability company (the “Issuer”). The Securities, in the form of Units, will be governed by, a securities purchase agreement between the Issuer and the purchasers of the Securities.
The Issuer is seeking to raise a target of $9,811.36 and a maximum of $1,069,815.60 through the offering and sale of Securities on the StartEngine online portal (the “Offering”) in reliance on the exemption from registration pursuant to Section 4(a)(6) of the U.S. Securities Act of 1933 and the associated regulations thereto (“Regulation Crowdfunding”).
Maximum number of Units offered includes Bonus Units and is subject to adjustment for Bonus Units. See “Perks and Additional Bonus Units” and “The 10% StartEngine Owner’s Bonus.” Investments are made on a “first come first served” basis.
The deadline to reach the minimum target amount is November 30, 2021. If the sum of the investment commitments does not equal or exceed the target offering amount prior to November 30, 2021, no Securities will be sold in this Offering and investment commitments will be cancelled and committed funds will be returned to you.
Perks and Additional Bonus Units
In addition to anyone who is a member of the StartEngine OWNers bonus program as described below, certain other investors in this offering are also eligible to receive additional Units for their Units purchased (“Bonus Units”), which effectively gives them a discount on their investment. Receipt of Bonus Units pursuant to the StartEngine OWNers bonus program are not cumulative with the Bonus Units eligible to be received pursuant to the perks described below.
Eligible investors will receive, as part of their investment, Bonus Units equal to 5%, 10% or 15% of the Units they purchase, depending upon perks described below. Investors receiving the 5% bonus (for investments of $2,500 or more) will pay an effective price of approximately $179.25 per Unit before the StartEngine processing fee, while investors receiving the 10% bonus (for investments of $10,000 or more) will pay an effective price of approximately $169.81 per Unit before the StartEngine processing fee and investors receiving the 15% bonus (for investments of $50,000 or more) will pay an effective price of approximately $160.38 per Unit before the StartEngine processing fee. The StartEngine processing fee will be assessed on the full Unit price of 188.68 for the purchased Units, and not any Bonus Units.
If eligible for Bonus Units, investors will receive the greater amount of Bonus Units for which they are eligible and are not cumulative even if investors would qualify for multiple eligibility categories for receipt of Bonus Units. No additional consideration will be received by the Issuer for the issuance of Bonus Units and the Issuer will absorb the cost of the issuance of the Bonus Units.
The Issuer will provide Investors with the following perquisites (“Perks”) to investors in this Offering whose funds are received by the Transfer Agent, in addition to the Units offered through this Offering. The perks for each level of investment is provided below.
Tier 1 - $250+
A cooling Edge Memory Foam Travel Pillow - Perfect as a neck pillow at home or on the go!
Tier 2 - $500+
A set of crisp 300 Thread Count Organic Cotton Sheets - Amazing quality and durability.
Tier 3 - $1,000+
Choice of any Viscosoft signature mattress topper or pad. Recognized industry-wide for incredible quality and value.
Tier 4 - 2,500+
Choice of any mattress topper + one bedding accessory. Investors will also receive an additional 5% Bonus Units with this level of investment.
Tier 5 - $5,000+
Choice of any Viscosoft or Muse Sleep mattress! Up to a $1,600 retail value. Investors will also receive an additional 5% Bonus Units with this level of investment.
Tier 6 - $10,000+
Choice of any Viscosoft or Muse Sleep Mattress. Choice of any Viscosoft matttress topper and two bedding accessories. Investors will also receive an additional 10% Bonus Units with this level of investment, as well as a 20 minute intro call with company management.
Tier 7 - $25,000+
Choice of any Viscosoft or Muse Sleep Mattress. Choice of any Viscosoft topper and five bedding accessories for your home. Investors will also receive an additional 10% Bonus Units with this level of investment, as well as a 30 minute Zoom call with our co-founder and CEO.
Tier 8 - $50,000+
Beds for your entire home and up to 10 accessories in any way you choose. Investors will also receive an additional 15% Bonus Units with this level of investment, as well as set up a 30 minute Zoom call with Gabe Dungan, our co-founder and CEO.
*All perks occur when the offering is completed.
**For the product perks, the Company is only able to deliver these perks to investors in the contiguous 48 states in the US.
The 10% StartEngine Owner’s Bonus
The Issuer will offer 10% additional bonus Units for all Units purchased by investors who are eligible to participate in the StartEngine Crowdfunding Inc.'s OWNer’s bonus.*
For example, if an investor purchases 100 Units at $188.68 per Unit, the investor will receive 110 Units even though their investment was only $18,868 (100 x $188.68). Fractional Units will not be distributed and bonuses will be determined by rounding down to the nearest whole Unit.
This 10% bonus is only valid during the eligibility period determined by StartEngine. Investors eligible for this bonus will also have priority if they are on a waitlist to invest and the Issuer surpasses its maximum funding goal. Meaning, they will have the first opportunity to invest should room in the offering become available if prior investments are cancelled or fail.
Investors will only receive a single bonus based on their initial investment in the Issuer, which will be the highest bonus rate they are eligible for.
*See https://www.startengine.com/owners-bonus for details.
The Company might incur Irregular Use of Proceeds that may include but are not limited to the following over $10,000: Vendor payments. Inter company debt or back payments.
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.