This Disclosure Schedule supplements the representations and warranties made by {{ company_name }} (the “Company”) in connection with the seed investment by [Investor Name] (the “Investor”). It is intended to provide the Investor with material information relevant to the investment decision.
As of the date of this Schedule, {{ company_name }} is not yet incorporated. Incorporation as a {{ incorporation_state }} C-Corporation will occur upon execution of the Term Sheet and prior to the wire of any investment funds. Incorporation will be effected through Stripe Atlas and will include EIN registration, founder share issuance, and the execution of standard post-incorporation documents (bylaws, action by sole incorporator, founder stock purchase agreement).
The Founder, {{ founder_name }}, is the sole creator and owner of all intellectual property associated with the {{ engine_name }} and the {{ product_name }} platform, including but not limited to:
Upon incorporation, all such intellectual property shall be assigned to {{ company_short }} Inc. via a standard Founder IP Assignment Agreement executed concurrently with founder share issuance.
The {{ product_name }} platform is currently live and operational at {{ product_url }}. Public-facing site, four user-type sign-up flows, deck builder, idea-to-pitch pipeline, actor self-tape studio with AI background removal, and pledge-based investment infrastructure are deployed. The platform is operating on production infrastructure with active user signups permitted. Live deal flow displayed on the homepage represents real projects authored by the Founder and is available for investor review.
As of the date of this Schedule, the Company (pre-incorporation) has no outstanding debts, loans, accounts payable, or material contractual obligations to third parties. Standard vendor relationships (hosting providers, AI API providers, domain registrars) are operated on a pay-as-you-go basis in the Founder’s personal capacity and will be transferred to the Company upon incorporation.
There is no pending or threatened litigation against the Company, the Founder relating to the Company’s business, or the intellectual property owned by the Founder relating to the Company.
Upon incorporation, the Company will authorize 10,000,000 shares of Common Stock. 8,000,000 shares (80%) will be issued to {{ founder_name }} as Founder. 2,000,000 shares (20%) will be reserved as an Option Pool for future hires and advisors. No prior investors hold any equity or convertible securities.
The Company contemplates two possible early instruments under the seed round: (i) a single $6,000 Bridge Note for 1% common stock (see Bridge Note Agreement), of which the Company will issue at most one in this cycle; and (ii) the ${{ '{:,}'.format(investment_amount) }} SAFE described in the SAFE Agreement. Both instruments together would represent the first outside equity issuance.
{{ founder_name }} is a veteran first assistant director in the film and television industry with over three decades of professional credits. Background materials are available upon request. There are no prior business ventures with outside equity holders or unresolved obligations to disclose.
Early Stage. {{ company_name }} is a pre-revenue, early-stage company. The Investor acknowledges that the investment involves substantial risk and may result in partial or total loss of the Purchase Amount.
Market Risk. The independent film financing market is dependent on broader entertainment industry conditions, which are subject to change.
Founder Risk. The Company is currently dependent on the Founder. Founder unavailability would materially affect the Company’s operations.
Technology Risk. The platform depends on third-party AI infrastructure (Anthropic, OpenAI, ElevenLabs, and others) for core functionality. Pricing, availability, or terms changes by these providers could affect operations.
Regulatory Risk. The platform’s pledge-based investment model is structured deliberately to avoid handling investor funds on-platform; however, the broader regulatory environment for film financing and online securities offerings may evolve in ways that affect platform operations or platform fees.
The Founder will draw a monthly salary of $4,000 ($48,000 annualized) beginning at closing, as detailed in the Use of Funds document. No prior compensation arrangements exist that would affect this structure.
If the Company issues a Bridge Note pursuant to the Bridge Note Agreement, the Bridge Investor will receive 101,010 shares of common stock (1.0% of fully-diluted equity at issuance, diluting to approximately 0.9% post-SAFE conversion) and a weekly repayment schedule totaling $7,000 over 26 weeks against $6,000 principal. The Company will issue at most one Bridge Note in this funding cycle.