We are raising up to $5,000,000 through a “Pre-Sale” of Scratch security tokens at a price of $0.25 per token (“Offered Tokens”). The Offering is being made pursuant to an exemption from registration under Rule 506(c) of Regulation D of Section 402(a)(2) of the Securities Act. Upon closing of the Offered Tokens, we intend to commence the raise of up to an additional $15,000,000 million of Scratch security tokens in a follow-on offering. We believe the total $20,000,000 will be sufficient to enable us to develop and commercially launch the Scratch platform and sustain enterprise grade operations.
Each security token will provide token holder with a pro-rata share of gross 25% of the Company’s revenues (the “Royalty” payment).
Under Rule 506(c), issuers may offer securities through means of general solicitation, provided that:
• all purchasers in the offering are accredited investors,
• the issuer takes reasonable steps to verify their accredited investor status, and
• certain other conditions in Regulation D are satisfied.
This Offering is limited to accredited investors only
An “accredited investor” is:
• a bank, insurance company, registered investment company, business development company, or small business investment company;
• an employee benefit plan (within the meaning of the Employee Retirement Income Security Act) if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
• a tax exempt charitable organization, corporation or partnership with assets in excess of $5 million;
• a director, executive officer, or general partner of the company selling the securities;
• an enterprise in which all the equity owners are accredited investors;
• an individual with a net worth of at least $1 million, not including the value of his or her primary residence;
• an individual with income exceeding $200,000 in each of the two most recent calendar years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or
• a trust with assets of at least $5 million, not formed only to acquire the securities offered, and whose purchases are directed by a person who meets the legal standard of having sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the prospective investment.