The Offering
Securities Offered
We are offering a minimum of 000,000 and a maximum of 0,000,000 Shares at $0.00 per share. The minimum purchase per investor is 00,000 Shares, or $00,000.
The Shares will be convertible into Common Stock on a one-for-one basis, subject to adjustments to reflect any stock splits, stock dividends, and recapitalizations (the "Conversion Ratio"). At the option of the holders, the Shares will be convertible into Common Stock at the then Conversion Ratio at any time prior to redemption. The Shares will be converted automatically into Common Stock at the Conversion Ratio then in effect upon the closing of an initial public offering.
The Shares will have a Liquidation Preference over the Existing Preferred Stock (as defined below) and the Common Stock in an amount equal to the purchase price per share plus any accrued and unpaid dividends. Unless previously converted, the Shares will be redeemable at our option at a price equal to the Liquidation Preference, and at the option of the holders at a price equal to the Liquidation Preference plus __% per annum, commencing four and ten years, respectively, after the completion of this offering. In the event of any liquidation, dissolution, or winding up of our company, the Shares will have a preference over our Common Stock and any outstanding Existing Preferred Stock in an amount equal to the Liquidation Preference of the Shares. For this purpose, a merger or consolidation that results in the stockholders of our company owning 50% or less of the voting power of the surviving entity or a sale of substantially all of our assets (each a "Change in Control") will be treated as a liquidation. However, holders of the Shares may elect to convert the Shares into Common Stock immediately prior to any such event, in which case they would receive consideration upon the event as holders of Common Stock in lieu of a Liquidation Preference.
The holders of the Shares will have voting rights equal to the same proportion of Common Stock to be owned after conversion and will have certain registration rights as described herein and, voting as a class, will be entitled to vote upon certain matters that would adversely affect their rights and preferences as holders of Shares and to elect no less than one member of our Board of Directors. See "Description of Securities - Series 1 Convertible Shares."
Use of Proceeds
The net proceeds of this offering will be used to expand our marketing, sales, and distribution capabilities; purchase or lease touch screen terminals for the electronic ordering and sale of our products and services; implement our ordering system; provide funding for strategic acquisitions; and provide working capital. We believe that the net proceeds will be sufficient to fund our operations for approximately ___ to ___ months in the event of the Maximum offering.
Shares Outstanding
There are currently outstanding 000,000 shares of our Common Stock; 000,000 shares of our Series A Convertible Preferred Stock, 000,000 shares of our Series B Convertible Preferred Stock, 000,000 shares of our Series C Convertible Preferred Stock, 000,000 shares of our Series D Convertible Preferred Stock, and 000,000 shares of our Series E Convertible Preferred Stock (the "Existing Preferred Stock"). The Existing Preferred Stock is convertible into Common Stock on a one-for-one basis, subject to adjustments to reflect any stock splits, stock dividends, and recapitalizations. Assuming completion of this offering and the conversion of the Shares and the Existing Preferred Stock, we would have outstanding 0,000,000 shares of Common Stock (if the minimum number of Shares is sold) or 0,000,000 shares of Common Stock (if the maximum number of Shares is sold). In addition, we will issue to the Placement Agent five-year warrants to purchase up to 000,000 Shares at a price of $0.00 per share.
Furthermore, we have the right to grant stock options to acquire up to 000,000 shares of Common Stock under our ________ (year) Stock Option Plan. There are options outstanding to purchase 000,000 shares of Common Stock at this time.
