We are raising up to $15,000,000 through the sales of up to 600 Units, where each Unit consists of 50,000 GOR Security Tokens (the “Tokens”) for a price of Twenty-Five Thousand Dollars ($25,000) per Unit (the “Series A STO Offering”). 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.
The Tokens will carry certain rights including:
– Conversion. For each Ten (10) GOR Tokens held, the Token holder, at the Token holder’s sole discretion can elect to exchange Ten Tokens for One (1) share of the Company’s common stock.
– Royalty. 5% cumulative royalty on gross revenue for a five-year term from the closing date of the Series A STO Offering. .
We anticipate the maximum proceeds from the Offering will be sufficient to sustain our operating plan through Q4 2019, at which point we anticipate a follow-on equity or debt offering up to $10,000,000.
The funds will be used to develop the GNodes network. Gorbyte has worked for over two years in its proof of concept; has simulated and proven the kernel of the majority agreement protocol; has produced many technical papers and articles; has participated to blockchain conferences and has been active in the Toronto blockchain community.
Gorbyte will use the bulk of the funds raised to hire fourteen top software developers in the Toronto area to implement in house, test and deploy the GNodes network in about thirteen months. After launch, most software human resources will be allocated towards the development of a proprietary currency Exchange and the development of many future distributed blockchain applications.
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.