Government-required identity & anti-fraud checks secure all transactions. Why Do We Need This?
Since this is a financial transaction we are required by regulators like the SEC & US Department of Treasury to perform AML (Anti Money Laundering) & KYC (Know Your Customer) verification in order to avoid money laundering, fraud, and identity theft.
Our broker-dealer, DealMaker Securities, LLC uses a Taxpayer Identification Number (TIN), for example Social Security Number (SSN), Employment Identification Number (EIN), Individual Tax Identification Number (ITIN) to fulfill its responsibilities with its Anti-Money Laundering (AML) Program as required by the Bank Secrecy Act (BSA) and its implementing regulations and FINRA Rule 3310 (AML Compliance Program) by requesting, reviewing, and verifying data and documentation provided during securities transactions, prior to acceptance.
Here’s why they are required for startup investments:
1.
Preventing Illegal Activities: Money laundering involves the concealment or disguise of money derived from criminal origins by processing it through a single or series of transactions to make it appear as if it comes from a legal, legitimate source or constitute legitimate assets. Having a verification process, whereby investors are reviewed, checked against governmental databases, and all investment funds are evaluated, startups can feel confident they are protecting themselves from civil and criminal penalties and preventing terrorist financing, drug trafficking, tax evasion, corruption, fraud, and other financial crimes.
2.
Identity Verification/Data: KYC processes help collect essential pieces of data and verify the identity and authority of the investors, ensuring that they are indeed who they claim to be and are authorized to process the transaction they seek to make. This protects against identity theft and fraud.
3.
Regulatory Compliance: Compliance with AML and KYC requirements is mandatory in many jurisdictions. Failure to comply can lead to severe civil penalties, including heavy fines, and even criminal penalties.
FAQs
Regulation CF allows investors to invest in startups and early-growth companies. This is different from helping a company raise money on Kickstarter; with Regulation CF Offerings, you aren’t buying products or merchandise - you are buying a piece of a company and helping it grow.
Accredited investors can invest as much as they want. But if you are NOT an accredited investor, your investment limit depends on either your annual income or net worth, whichever is greater. If the number is less than $124,000, you can only invest 5% of it. If both are greater than $124,000 then your investment limit is 10%.
To calculate your net worth, just add up all of your assets and subtract all of your liabilities (excluding the value of the person’s primary residence). The resulting sum is your net worth.
We cannot give tax advice, and we encourage you to talk with your accountant or tax advisor before making an investment.
Individuals over 18 years of age can invest.
There will always be some risk involved when investing in a startup or small business. And the earlier you get in the more risk that is usually present. If a young company goes out of business, your ownership interest could lose all value. You may have limited voting power to direct the company due to dilution over time. You may also have to wait about five to seven years (if ever) for an exit via acquisition, IPO, etc. Because early-stage companies are still in the process of perfecting their products, services, and business model, nothing is guaranteed. That’s why startups should only be part of a more balanced, overall investment portfolio.
The Common Stock (the "Shares") of Miso Robotics (the "Company") are not publicly-traded. As a result, the shares cannot be easily traded or sold. As an investor in a private company, you typically look to receive a return on your investment under the following scenarios: The Company gets acquired by another company. The Company goes public (makes an initial public offering). In those instances, you receive your pro-rata share of the distributions that occur, in the case of acquisition, or you can sell your shares on an exchange. These are both considered long-term exits, taking approximately 5-10 years (and often longer) to see the possibility for an exit. It can sometimes take years to build companies. Sometimes there will not be any return, as a result of business failure.
Shares sold via Regulation Crowdfunding offerings have a one-year lockup period before those shares can be sold under certain conditions.
In the event of death, divorce, or similar circumstance, shares can be transferred to:
• The company that issued the securities
• An accredited investor
• A family member (child, stepchild, grandchild, parent, stepparent, grandparent, spouse or equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships)
If a company does not reach their minimum funding target, all funds will be returned to the investors after the close of the offering.
All available disclosure information can be found on the offering pages for our Regulation Crowdfunding offering.
You can cancel your investment at any time, for any reason, until 48 hours prior to a closing occurring. If you’ve already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To submit a request to cancel your investment please email: info@dealmakersecurities.com
At a minimum, the company will be filing with the SEC and posting on its website an annual report, along with certified financial statements. Those should be available 120 days after the fiscal year end. If the company meets a reporting exception, or eventually has to file more reported information to the SEC, the reporting described above may end. If these reports end, you may not continually have current financial information about the company.
Once an offering ends, the company may continue its relationship with DealMaker Securities for additional offerings in the future. DealMaker Securities’ affiliates may also provide ongoing services to the company. There is no guarantee any services will continue after the offering ends.
Common Stock
As a company which has raised crowdfunding capital, Miso publicly files annual Securities and Exchange Commission (SEC) reports and audits, which include in-depth information about the company’s financial performance. You can find that information on the SEC’s site called Edgar, which you can access here: https://www.sec.gov/edgar/searchedgar/companysearch.
You are investing in a pre-revenue company. Success will be measured in progress towards revenue. Future liquidation events could include acquisition or an IPO.
In the second half of 2023, Miso’s new management team implemented significant cost reduction efforts, reducing its average monthly cash operating burn by over 30%. In 2024, it has further reduced those costs by an additional 10%. Efforts include restructuring office leases created prior to the pandemic, adjusting equipment leasing facilities, staff reorganization, and focusing on higher-priority partnerships by removing outdated and expensive-to-support Flippy units.
Miso owns 20 patents in various stages, and, perhaps more so than any other company in the world, gathers extensive, proprietary data on AI and robotics frying in real kitchen environments. The "Advanced Data Solutions" initiative, launched in 2023, focuses on leveraging this data for better decision-making, providing actionable insights, and exploring external monetization opportunities. More information will become available about these efforts as they develop.
The company decided to extend this same per share price to crowdfunding investors by taking into consideration the state of Miso, its path to meaningful revenue, and global economic market conditions that finally appear poised to improve.