This round is no longer accepting investments, but others just like it are live now.

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GET A PIECE OF NIXPLAY

Sharing & Celebrating Life's Most Precious Moments

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.

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This Reg A+ offering is made available through StartEngine Primary, LLC. This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment.
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$605,976.86 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
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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

Mark Palfreeman • Chief Executive Officer & Director

Mark is the founder and CEO of Nixplay. He has taken the company from bedroom start-up to a business that has profitably generated over $330m in cumulative sales revenue, with just $2.7m of raised capital.

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. 

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Joel Durbridge

Joel Durbridge • Chief Operating Officer

Joel started his career serving 10 years as an Officer in the British Royal Marine Commandos and Special Forces. During this time he crafted his leadership in some of the most hostile environments in the world including multiple tours of Afghanistan and support to various counter terrorism activity. 

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.

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Benoit Le Berre

Benoit Le Berre • Chief Financial Officer

Benoit has deep expertise in the world of finance. He started his career as a Financial Auditor at Mazars where he led audit assignments for large listed corporations including large consumer brands. Prior to joining Nixplay he worked for a manufacturing group with operations in Asia leading financial management across the business. In 2015 he joined Nixplay as a Group Financial Controller and was promoted CFO in 2017.

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TERMS

Nixplay
Overview
PRICE PER SHARE
$6.10
DEADLINE
Dec. 23, 2023 at 7:59 AM UTC
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
SHARES OFFERED
Common Stock

Maximum Number of Shares Offered subject to adjustment for bonus shares

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.

*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

03.06.25

META CT | AI : STANDARDIZATION


META CT | AI ENABLE ONE IMAGING DEVICE for DISEASE MANAGEMENT 

STARDARDIZED / NON-INVASIVE IMAGING & ANALYSIS 

JUST IN TIME (TM)

FOR CRITICAL CARE

Discover more about XENSE efforts on StartEngine.

https://www.startengine.com/offering/xense

♻️ Follow XENSE on LINKEDIN / INSTAGRAM / X for more!

Share the campaign page to inspire someone in your network. 

MetaTM CT | AI is undergoing testing and development, with future plans to seek FDA approval. 



02.28.25

META CT | AI - 3D COLOR FLUORO

Meta CT | AI - 3D COLOR Fluoro TM Enabling Precision Intervention Procedures

XENSE aims to introduce cutting-edge Imaging & AI technology 3D COLOR FLUORO that could potentially revolutionize surgical interventions. Traditional methods often rely on 2D fluoro, which may not suffice for precise interventions, necessitating CT or Portable CT or O ARM devices in the operating room. These methods require patient transport and time delay during ongoing procedures, adding complexity. 

Our solution, the Meta CT 3D COLOR Fluoro TM, is designed to streamline procedures with the potential to enhance patient outcomes.

Explore the potential of Meta CT | AI to transform operating room dynamics and patient care.

https://www.startengine.com/offering/xense


♻️ Follow XENSE on LINKEDIN / INSTAGRAM / X for more!

Share the campaign page to inspire someone in your network. 

MetaTM CT | AI is undergoing testing and development, with future plans to seek FDA approval. 






11.01.23

We just cleared $600,000 invested


It is great to see the continued momentum of our fundraise.  We recently cleared $600,000 investments with over 370 investors joining our growth story.


Don't forget all investors receive a lifetime Nixplay Plus membership (worth $1,250) and there are more awards available for higher tier investors.


If you have any questions or comments please add the to the "Join the Discussion" section.


 This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment. 

10.30.23

Q4 is BIG for sales

We are fully into Q4 and it is all hands on deck for the Nixplay team.  Historically, Q4 is our largest sales period where we achieve over 50% of our yearly sales. We ship the most inventory and onboard the largest number of users.  Lots of those users can then become Nixplay Plus subscribers.


We're excited for the opportunity to be part of many families' Christmas and are working hard to make sure it happens.



If you have any questions or comments please add the to the "Join the Discussion" section.


 This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment. 

10.25.23

Investor Perks: Lifetime Nixplay Plus


A quick reminder to all those following the campaign that all investors receive lifetime Nixplay Plus Membership worth $1,250.


Nixplay Plus is core to the future success of Nixplay.  Those who subscribe to Nixplay Plus receive marketplace benefits (such as permanent 25% discount and lifetime warranty) and software benefits (such as extended video playback and enhanced photo/video editing features).


We've achieved significant traction in our subscriptions services onboarding over 11,000 subscribers year to date.  Thats an increase of over 30%.


If you have any questions or comments please add the to the "Join the Discussion" section.


 This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment. 

10.12.23

Incase you missed our webinar...

We really enjoyed taking the time to present to potential investors and let them know what is happening at Nixplay.  


If you missed the webinar you can watch it here:


If you like what you see you can invest in Nixplay now.


If you have any questions or comments please add the to the "Join the Discussion" section.


 This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment. 

10.10.23

Thank you to our customers...

At Nixplay we focus on making our customers happy.  Here is what the had to say:

★★★★★

Martin is the BEST!!

The cable for my Nixplay recently broke. I contacted customer support and Martin got right back to me. After supplying the proper information, he promptly had a new one sent out to me. I am so grateful, since my daughter sends me pictures of my grandson everyday, and I love it!! It was so refreshing to get a courteous, knowledgeable person willing to help. Thank you!!


★★★★★

Love my Nixplay frame. 

Who doesn't have a thousand great pictures on their phone...with the Nixplay, we--and all our visitors--see our favorite pics everyday. And customer service has been amazing: twice I have emailed for tech issues, and customer service rep Martin has responded the next day. We have given Nixplay frames to several of our grandparent best friends.


★★★★★

Sharing pictures with family

I bought my Nixplay frames in early 2017 or 2018 in the US and moved them to family abroad, one frame to Taiwan and the other one to the Swiss Alps. The mobile app is very user friendly; I never encountered any problems uploading pictures, setting up and activating a playlist. Tech support (Joe) is great. He promptly assisted me in syncing the display to the latest playlist changes. I would buy Nixplay frames again without any hesitation.



If you have any questions or comments please add the to the "Join the Discussion" section.


 This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment. 

09.25.23

We've cleared 41,000 paying subscribers!


We have onboarded over 11,000 new paying subscribers this year.  That is year to date growth of 37%.


Continued growth in our subscription business is key to the future success of Nixplay.  It provides predictable income for the business and demonstrates that Nixplay Plus is valued in the market. 



If you have any questions or comments please add the to the "Join the Discussion" section.


 This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment. 

09.18.23

Tomorrow - Nixplay Webinar - Register Now


Nixplay's first webinar is taking place at 1pm ET on September 19th.  You still have time to register...


The Nixplay CEO, Mark Palfreeman, will provide a 10 minute update presentation which will be followed by a 20 minute live Q&A.  All those who attend the webinar will be able to submit questions. to be answered by Mark and the Nixplay team.


If you have any questions or comments please add the to the "Join the Discussion" section.


 This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment. 

09.13.23

Nixplay Webinar - Register Now


Nixplay's first webinar is taking place at 1pm ET on September 19th.  You still have time to register...

The Nixplay CEO, Mark Palfreeman, will provide a 10 minute update presentation which will be followed by a 20 minute live Q&A.  All those who attend the webinar will be able to submit questions. to be answered by Mark and the Nixplay team.


If you have any questions or comments please add the to the "Join the Discussion" section.


 This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment. 

REWARDS

Multiple investments in an offering cannot be combined to qualify for a larger campaign reward.

$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

MM
Matthew McLaughlin

2 months ago

Wondering who I could talk to regarding my subscriptions that I was supposed to receive with my frames. Seems the COO has left the business.

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0

0

JH
Jeremy Hebblethwaite

9 months ago

Has anyone received any investor updates from Nixplay since the video conference a year ago apart from the new quarterly update pushed by Start Engine the other day? Any update on the progress of the roadmap of features and services stated and the next 12 month's roadmap? The COO left in January - I would have expected some investor update when senior leadership changes. Maybe I missed it.

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0

0

SF
Steven Farnell

9 months ago

If you are looking for your perk, you just need to ask nixplay support and they will get you sorted out. Send an email to support@nixplay.com

Show more

0

0

JM
John Mihalko

a year ago

Wondering about the lifetime subscription perk and how to get it.

1

0

ML
Myla Lara

9 months ago

I had to reach out to Nixplay customer support and they were able to help me.


0

SF
Steven Farnell

a year ago

Has anyone actually received their perks? I never heard anything from Nixplay about my lifetime nixplay plus.

Show more

2

0

ML
Myla Lara

9 months ago

I reached out to Nixplay customer support and they were able to help me!


0

BG
Bacem Georges

a year ago

perks?

0

0

BG
Bacem Georges

a year ago

Any update on the Perks?

0

0

BG
Bacem Georges

a year ago

Any idea on when the perks are shipping?

2

0

ML
Myla Lara

a year ago

Have you gotten a response from Nixplay? I still haven’t heard anything and I even emailed the COO.


0

ML
Myla Lara

a year ago

Hi, I never received my lifetime Nixplay Plus membership. Is there a process in order to get that? Thanks.

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0

0

NW
NICHOLAS WOOD

2 years ago

I invested in Nixplay months ago and haven’t received info about the plus plan and or how to log into an account to receive this and add to my frame. Please let me know the process.

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2

0

JD
Joel Durbridge

Nixplay

•

2 years ago

Hey Nicholas, We email all investors once we clear the funds. I'm sorry this didn't reach you. Please email me directly and I will get this issue resolved. joel.durbridge@nixplay.com Joel Durbridge Nixplay COO

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0

HOW INVESTING WORKS

Cancel anytime before 48 hours before a rolling close or the offering end date.

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RAISED
$605,976.86
INVESTORS
393
MIN INVEST
$500.20
VALUATION
$39.38M

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StartEngine Marketplace

StartEngine Marketplace (“SE Marketplace”) is a website operated by StartEngine Primary, LLC (“SE Primary”), a broker-dealer that is registered with the SEC and a member of FINRA and the SIPC.

StartEngine Secondary (“SE Secondary”) is our investor trading platform. SE Secondary is an SEC-registered Alternative Trading System (“ATS”) operated by SE Primary that matches orders for buyers and sellers of securities. It allows investors to trade shares purchased through Regulation A+, Regulation Crowdfunding, or Regulation D for companies who have engaged StartEngine Secure LLC as their transfer agent. The term “Rapid,” when used in relation to transactions on SE Marketplace, specifically refers to transactions that are facilitated on SE Secondary, This is because, unlike with trades on the StartEngine Bulletin Board (“SE BB”), trades on SE Secondary are executed the moment that they are matched.

StartEngine Bulletin Board (“SE BB”) is a bulletin board platform on which users can indicate to each other their interest to buy or sell shares of private companies that previously executed Reg CF or Reg A offerings not necessarily through SE Primary. As a bulletin board platform, SE BB provides a venue for investors to access information about such private company offerings and connect with potential sellers. All investment opportunities on SE BB are based on indicated interest from sellers and will need to be confirmed. Even if parties express mutual interest to enter into a trade on SE BB, a trade will not immediately result because execution is subject to additional contingencies, including among others, effecting of the transfer of the shares from the potential seller to the potential buyer by the issuer and/or transfer agent. SE BB is distinct and separate from SE Secondary. SE Secondary facilitates the trading of securities by matching orders between buyers and sellers and facilitating executions of trades on the platform. By contrast, under SE BB, SE Primary assists with the facilitation of a potential resulting trade off platform including, by among other things, approaching the issuer and other necessary parties in relation to the potential transaction. The term “Extended”, when used in relation to transactions on SE Marketplace denotes that these transactions are conducted via SE BB, and that these transactions may involve longer processing times compared to SE Secondary for the above-stated reasons.

Even if a security is qualified to be displayed on SE Marketplace, there is no guarantee an active trading market for the securities will ever develop, or if developed, be maintained. You should assume that you may not be able to liquidate your investment for some time or be able to pledge these shares as collateral.

The availability of company information does not indicate that the company has endorsed, supports, or otherwise participates with StartEngine. It also does not constitute an endorsement, solicitation or recommendation by StartEngine. StartEngine does not (1) make any recommendations or otherwise advise on the merits or advisability of a particular investment or transaction, (2) assist in the determination of the fair value of any security or investment, or (3) provide legal, tax, or transactional advisory services.