Da Vinci Invention Investment Fund I, a Delaware corporation (the “Company”) is qualified to do business in the State of Utah, with offices located at 3651 North 100 East, Suite 375, Provo, Utah 84604.
The Company is offering to sell up to Two Hundred Thousand (200,000) shares of the Company’s Series A Preferred Stock to persons meeting the definition of “accredited investor”, as such term is defined in Rule 501(a) under the Regulation D of the Securities Act of 1933, as amended (the “1933 Act”). It is proposed that such sales take place without registering those shares with the Securities and Exchange Commission (“SEC”) pursuant to Section 5 of the 1933 Act, but rather by relying on the exemption from registration afforded by Rule 506(c) of Regulation D under such Act.
Background
The Company was formed on October 16, 2019 in the state of Delaware as a domestic, for-profit corporation. The Company provides direct investments in thoroughly vetted, high-quality inventions. The Company is managed by AOS Management LLC (the “Manager”), a Utah limited liability company, which manages day-to-day operations solely for the Company and for any additional invention investment funds that may be sponsored by Archimedes’ Offspring, a Massachusetts business trust (“AOS”), in the future.
This offering by the Company is being sponsored by AOS on behalf or, and for the benefit of the Company and its investor. This first offering by the Company consists of the offering of shares of the Company’s Series A Preferred Stock to members of the general public who qualify as “accredited investors” (as such term is defined in Rule 501 of Regulation D under the 1933 Act) using CrowdFunder, a “funding portal”, which is registered as such with both the SEC and the Financial Industry Regulatory Authority (“FINRA”).
Prior to this offering, the Company was authorized to issue up to 1,400,000 shares of stock with a par value per share of $0.0001, of which 100 shares of the Company’s common stock were issued to the Manager as of October 31, 2019, with 1,399,900 shares remaining unissued as of such date. When issued and outstanding, each share of common stock has one non-cumulative voting right. The Company’s Board of Directors (the “Board”) has also authorized, but the Company has not yet issued, up to 620,000 shares of preferred stock with a par value per share of $0.0001. Each share of preferred stock has one non-cumulative voting right and is convertible.
Pursuant to proposed changes to the Company’s charter documents, the preferred stock will be denominated into 240,000 shares of Series A Preferred Stock and 380,000 shares of Series B Preferred Stock, with 40,000 of the 240,000 shares of Series A Preferred Stock being reserved in connection with the exercise of Series A Warrants. The Series A Preferred Stock has both preferential liquidation and capital repatriation rights; in relation to the Series A Preferred Stock, the Series B Preferred Stock has neither.
The Company’s management has determined that in this initial raise (the “Initial Offering”), the Company will attempt to raise approximately $1,070,000. Upon the Company raising at least $535,000 (the “Minimum Raise”), effective as of the date of the closing of such Minimum Raise, the Company will commence operations. At such time, the Company will commence the reimbursement, over time, to AOS or the Manager, as the case may be, without interest, of certain of the offering costs incurred by AOS and the Manager, whether occurring before or after that date.
The shares which the Company will be offering to the accredited investors in the Initial Offering, which will represent approximately thirty-three percent (33%) of the outstanding voting stock of the company, will be offered to such investors at $5.35 per share. The minimum investment in the Series A Preferred Stock at the time of the initial investment is One Hundred (100) shares, or Five Hundred Thirty-Five Dollars ($535.00) based on the current price per share. The Company expects to offer Series A Preferred Stock in this offering until we raise the minimum amount being offered, unless terminated by the Company’s Manager at an earlier time. Until at least May 1, 2021, the per share purchase price for the Company’s Series A Preferred Stock will be $5.35 per share, an amount that was arbitrarily determined by the Company’s Manager and approved by the Company’s Board. Thereafter, the price will be adjusted every quarter, and will equal the sum of our net asset value divided by the number of shares of our outstanding stock as of the end of the prior fiscal quarter.
Although it is the Company’s intention to list its common stock for trading on one or more public stock exchanges or other trading markets in the future, we have decided not to do so at the present time. Also, while we intend to adopt a redemption plan designed to provide stockholders with limited liquidity on a quarterly basis for their investment, at present, and for the currently foreseeable future, there will be no share redemptions, other than the redemption of the 100 shares of the Company’s Common Stock held by the Manager, which shares will be redeemed upon the issuance to the Manager of the 380,000 shares of the Company’s Series B Preferred Stock immediately prior to the closing of the sale of the 200,000 shares of Series A Preferred Stock to members of the general public who qualify as “accredited investors” under the terms of the Initial Offering.
For the Initial Offering, we intend to distribute our stock principally through the CrowdFunder Platform or, in the event such platform is not available for the Initial Offering, such other platform as the Manager, in conjunction with the Company’s Board, shall determine.
Additional Details
For a more fulsome discussion of the terms of the Initial Offering, the reader is referred to the Term Sheet therefore, which can be found by clicking here, or the Subscription Agreement itself, which can be found by clicking here.
The foregoing discussion is qualified in its entirety, and subject to those terms and conditions in, and further amplified by the contents of, the agreements and other documents listed on the “Deal Documents” page. Such agreements and documents can be accessed by clicking on the appropriate link for each agreement or document listed thereon. The reader can access the “Deal Documents” page by clicking here.