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Security Type
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Crowd Note
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Categories
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Food & Bev
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Location
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Williamsburg, VA
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Offering Date
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April 10, 2018
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Expected Close Date
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June 04, 2018
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Target Raise
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$50.00K-$1.07M
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Deal Notes
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- Security Type: Crowd Note
- Round Size: Min: $50,000 Max: $1,070,000
- Valuation Cap: $1.2 million
- Discount: 20%
- Conversion Provisions: In connection with an equity financing of at least $1,000,000, the Company has the option to convert the Crowd Note into shares of non-voting preferred stock (Conversion Shares) at a price based on the lower of A) a 20% discount to the price paid per share for Preferred Stock by the investors in the Qualified Equity Financing or (B) the price per share based on a $1.2 million valuation cap. Please refer to the Crowd Note for a complete description of the terms of the Crowd Note, including the conversion provisions.
Company Description
The market for distilled spirits has gained on beer for the eighth consecutive year – driven, in part, by local craft distilleries such as Eight Shires Distillery in Williamsburg, Virginia. With a mission to research, preserve, teach, and present the history of distillation from the Colonial American period, the distillery has several offerings – genever gin, rum, and bourbon – all made using historic recipes and ingredients of the 18th century. Winner of several gold and silver medals in international competitions, as well as being named Virginia Rum Distiller of The Year, Eight Shires Distillery is open Wednesdays, Fridays, and Saturdays for tours and tastings. Currently, Eight Shires can ship its spirits to seven states and offers a lifetime membership for first access to new releases, invitations to private parties, and discounts.
Perks
$250+: Newsletter releases of upcoming events and comment line available to collaborate with the company on product development.
$500+: Invitation to the opening gala at Eight Shires new facility and all initial product releases, a special Eight Shires shot glass, and complementary pour whenever visiting Eight Shires distillery.
$1,000+: A signed, numbered bottle of any available spirit releases (except Jamestown Single Malt special release).
$5,000+: Club membership allowing exclusive access to purchase one of the initial numbered bottles of every new release, and 20% off any merchandise.
$10,000+: A signed bottle of Jamestown Single Malt special release (expected bottling year: 2019).
$50,000+: Invitation to join the annual corporate meetings and any new investor meetings. Private dinner provided prior to board meeting.
Key Deal Facts
Virginia Rum Distiller of The Year, New York International Spirits Competition- 2017
Yorktown Silver Rum: Silver Medal, New York International Spirits Competition- 2017, Gold Medal, Micro Liquor Spirits Competition- 2016, Gold Medal, Los Angeles International Spirits Competition- 2016, Bronze Medal, American Distilling Institute- 2016, Silver Medal, Denver International Spirits Competition- 2016
Jamestown Genever Gin: Best in Category and Gold Medal, American Distilling Institute- 2017, Triple Gold Medal, MicroLiquor Spirits Competition- 2016
Use of Proceeds
Eight Shires intends to use proceeds from this raise to expand its operations and develop additional revenue streams. This includes building a more robust distilling space, expanding current distilling operations, and opening an associated tavern and whiskey tasting room. As the company finalizes its plans, the allocation of funds may shift as needed. The company has been evaluating potential sites for the expansion of distilling operations and the opening of a tavern and experience room. Provided the proper location is found, it is likely that Eight Shires will need to raise additional debt to fund such an expansion.
Management Team / Advisory Board Bios
Dr. Bill Dodson
Founder
Dr. Dodson has had a creative and eclectic past, which has allowed him to develop a technical background, love of history, and a passion to distill fabulous tasting spirits. Following in his father’s footsteps, he has been providing care for dental health in Suffolk and Newport News as an endodontist for over 16 years. Dr. Dodson attended the University of Florida for his dental degree and completed his post-doctorate in Endodontics at New York University. Prior to dentistry, he worked as an Aerospace Engineer for Hughes Aircraft and Pratt & Whitney. He has participated in numerous medical/dental missions efforts in Haiti, Panama, and Dominican Republic, as well as local projects such as Virginia’s Mission of Mercy (MOM). Dr. Dodson holds degrees in Mathematics, Psychology, Aerospace Engineering, and Dentistry, as well as an advanced certificate in Endodontics.
Deal Notes
- Security Type: Crowd Note
- Round Size: Min: $50,000 Max: $1,070,000
- Valuation Cap: $1.2 million
- Discount: 20%
- Conversion Provisions: In connection with an equity financing of at least $1,000,000, the Company has the option to convert the Crowd Note into shares of non-voting preferred stock (Conversion Shares) at a price based on the lower of A) a 20% discount to the price paid per share for Preferred Stock by the investors in the Qualified Equity Financing or (B) the price per share based on a $1.2 million valuation cap. Please refer to the Crowd Note for a complete description of the terms of the Crowd Note, including the conversion provisions.
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Valuation
Security Description
A Crowd Note modifies the typical convertible note so that the crowd does not automatically convert to equity shareholders on the next financing and remain off the issuer’s capitalization table, but the crowd will still participate in any exit as if they had converted to equity. If there is no future financing, the holders of the Crowd Note still have upside, but could miss out significantly.