US Capital Global Securities (“USCGS”) is offering 50 Membership Units in USCIM Fund XXI Maven, LLC (“Fund XXI”), a pooled investment vehicle, on a “best efforts” basis. The Fund XXI will be managed by San Francisco-based asset management firm US Capital Investment Management, LLC (“USCIM” or the “Manager”), investing in Preferred Stock of Maven Research, Inc. (“Maven” or the “Company”). The Company will use the new financing for sales and marketing, research & software development, customer success/acquisition and working capital for current and future business needs.
Maven Research, Inc. operates a large online professional network, comprised of over 300,000 individuals who make themselves available to consult on demand. The Company uses its proprietary technology to deliver "expertise as a service" to decision-makers at Fortune 1000 companies through a variety of different types of knowledge-sharing and consulting interactions. Maven’s clientele spans many industries and includes global leaders in technology, healthcare, consumer goods, and industrial products. The Company offers a subscription-based Enterprise SaaS Knowledge Management solution built on a proven and scalable technology platform and is now looking to scale its model globally. Maven is based in San Francisco, CA.
Maven operates a cloud-based enterprise software-as-a-service platform that empowers Fortune 500 Companies to build, control and manage private knowledge communities and to access a broad base of external providers of professional expertise through Maven's Global Knowledge Marketplace. Participants vary from entry level to C-level employees within a wide range of verticals and geographies whose knowledge is gathered and accumulated through Maven's consulting capabilities:
- Double-Blind Electronic Surveys: Tailored unbiased surveys for ideation and landscaping. Written answers provided by highly targeted and qualified users.
- Telephone Consultations: Private conversations to generate value-add insights on specific topics.
- Virtual Ideation Panels: Virtual discussions combining fundamentals like surveying, brainstorming, and online chatting to reach group consensus.
- Workshop & Seminars: On demand, customized education (professional training to individuals or groups on relevant topics).
- Research & Analysis: Reports, models, analysis and recommendations.
- In-Person Engagements: Project definition and execution. Combining deep expertise with undivided attention, yielding solutions to critical challenges.
Maven's customer base consists of large, well-known, primarily Fortune 500 international manufacturers, industrial companies, conglomerates and pharmaceutical companies. The Company's top 5 customers based on last twelve-month revenue are:
- General Electric
- Johnson & Johnson
Maven's business model is a straight SaaS-based approached that generates a highly recurring revenue stream. Approximately 99% of revenue comes from long-term subscription packages ranging in duration from 6-18 months (most commonly 12 months). The Company uses a straight line revenue recognition approach for all its contracts, recognizing revenue each month based on the dollar value of the contract divided by its term in months. Customers usually pay in advance to a max. of 90 days, average cash collection cycle is 50 days.
The strength of Maven's core product and services positioning comes from its effectiveness in the extraction and retention of both internal and external advanced knowledge while allowing a successful transfer of such knowledge through different verticals, providing additional financial profits to its participants.
- Advance Knowledge Extraction: While most knowledge management solutions support management of structured data, they often forget about unstructured data management. Maven's solutions provide customers with efficient tools for successful extraction of advanced knowledge.
- Knowledge Transferability: Maven's platform goes beyond internal networks. It expands the Company's knowledge-base to external ecosystems (partners, alumni, customers, etc.).
- Internal to External Capabilities: Current solutions lack the capabilities to unify or combine internal and external networks. The Maven platform-specific toolkit offers the ability to combine both internal and external knowledge extraction, allowing customers to access the best results.
- Financial Profitability: Contrarily to any other professional networks, Maven provides users the possibility to earn financial profits while using the platform. Maven allows consultants to leverage their knowledge and expertise.
Growth Strategy - Total Addressable Market
Maven's management plans to exploit and take advantage of the large market opportunity associated with knowledge management. The Company plans to implement the following strategies to achieve its financial/operational short-medium term objectives:
- Expand the sales team to generate new business and continue to expand existing accounts.
- Continue software/product development, build-out technical improvements.
- Target the huge Enterprise Knowledge Management market.*
- Expansion to new markets/industries due to ever-changing knowledge needs. Build-out and increase international team presence.
* Note: $321.6M TAM within Fortune 500 - Global Enterprise Knowledge Management SaaS spending to reach $10.5-15B by 2018.
COMPANY'S MANAGEMENT TEAM
Wyatt A. Nordstrom, Co-Founder and Chief Executive Officer
Wyatt has 10 years of experience in high technology and investment research. He began his career at Applied Materials, where he held a variety of roles in engineering, product support, and business management. After leaving Applied Materials in early 2005, Wyatt served as the West Coast head of the Technology, Media, and Telecommunications practice at Gerson Lehrman Group. Most recently he served as the Director of Paid Research and Events at Think Equity Partners, a global boutique investment bank and institutional brokerage, where he led efforts to develop new markets and revenue sources for equity research products. Wyatt's deep experience in the development and marketing of multiple forms of research, combined with a strong belief in the need for a more transparent and transactional expert consulting platform, led him to found Maven. Wyatt holds a BS in Materials Engineering from Rensselaer Polytechnic Institute.
Mark S. Platosh, Co-Founder and Chief Technology Officer
Mark has 14 years of professional experience focused on web technology. He has a successful track record of building software engineering products, engineering management, and technical product strategy for leading software companies that vary in size from start-ups to the largest on the web. For the past 9 years, he has been managing global product development teams, building products for ISV's, OEM's and various enterprises that require a deep technical backbone. He is an expert in Open Source technology, Agile methodologies, collaboration techniques and technologies, professional services, and the global delivery services model. Previously, he was Director of Technology at Lohika, a provider of premium offshore software development services to US companies, with development teams in the Ukraine. Mark began his career at Scient, an early pioneer of ecommerce consulting. Mark holds a BS in Computer Science from Rensselaer Polytechnic Institute.
Stephen L. Nichols, General Counsel
Stephen is General Counsel of Maven Research, Inc. Prior to joining Maven, he practiced corporate law at Paul, Weiss, Rifkind, Wharton & Garrison in New York City, where his focus was mergers and acquisitions and private equity transactions. He also has experience in the formation, financing and growth of new ventures. Additionally, he spent a year in the firm's Hong Kong office, working on Asian cross border private equity deals. Prior to Paul Weiss, he practiced law at Dickstein Shapiro (which had acquired his prior firm, Roberts Sheridan & Kotel). Stephen was involved with several new ventures before beginning his legal career. Stephen holds a BS in Business Management from Rensselaer Polytechnic Institute, and a JD from Columbia University School of Law.
Ann Marie Pappas, Vice President of Operations
Ann Marie has nearly a decade of experience working with senior business leaders to support their initiatives and deliver customized solutions to ensure account success and growth. She began her career in the financial services industry where she worked directly with the President of a hedge fund administration company in business development. Her passion for fostering client relationships and being a trusted advisor led her to join Maven in its early stages to help develop and grow their accounts. Since joining Maven 7 years ago, Ann Marie has advised corporate leaders, including heads of Innovation, Strategy, and R&D on how to best leverage Maven's community of experts to obtain actionable insights to move their initiatives forward faster and more efficiently. She has grown and leads the Account Management team, and helps train and develop the Associate team. Ann Marie holds a BS in Business from DePaul University where she was a Sales Leadership Mentor Scholar.
SOURCES AND USES OF FUNDS
(1) Equity contribution for 449,949 shares in Maven at a $25,000,000 valuation. The Company's current valuation is based on a Letter of Intent from a potential Acquirer in January 2016.
(a) Hire Sales & Marketing team to develop and implement growth strategies to target total addressable market. VP of Sales, Product management leads, human resource leader, engineering development team, growth and business operations. Team to grow on a continuing basis as Company growth allows. Management expects to spend approx. 37% and 41% of total operating expenses on S&M in 2017 and 2018 respectively.
(b) Software/Product development to scaled tech capacity, near shore team building, virtual ideation panels, UI/UX upgrades, accelerated KC development, etc.
(c) Acquire and upgrade web channel, PR and advertising, social & performance marketing, business development and customer success.
(d) Transaction Fees consists of (i) USCGS placement agent fees of $300,000 (6.00%) of the closing amount raised, (ii) an annual administrative fee of $20,000, with initial two years' payable from first close proceeds, (iii) a "to be determined" registration fee which will not exceed $15,000 payable from first close proceeds. Additionally, the Company will pay a monthly advisory fee of $1,000 to USCIM after initial closing.
Note: Key risks are listed at the end of this page which may impede the achievement of the forecasts and valuation appearing herein.
You should be aware that an investment in Units of the Issuer, and the Issuer's investment in Company Securities, involves considerable risks, including the possible loss of all or a material portion of your investment. The abbreviated risks set forth below, as well as the detailed risk factors set forth in the Confidential Offering Memorandum and Supplement, are not the only risks facing investors. The abbreviated risks set forth below, as well as the detailed risk factors set forth in the Confidential Offering Memorandum and Supplement, are not the only risks facing investors.
The Company offers an Enterprise SaaS platform for exchange of knowledge, opinion and insights among its user base. The Company is subject to a number of significant risks that could result in a reduction in its value and the value of the Company Securities, potentially including, but not limited to:
- The Company has not proven the profit potential of the business model, and even if the Company meets its revenue expectations, there is no guarantee that the Company will be profitable or that costs will not continue to exceed revenue.
- The Company plans to hire an experienced sales team to drive the business sales forward. Failure to identify, attract, and retain qualified individuals for the team could adversely affect the business.
- The Company may be adversely impacted by unfavorable economic conditions, political or other developments and risks in the countries in which its stakeholders, such as its employees and contractors, operate. In particular, the Company has operations in Eastern Europe, including in Ukraine, which has recently experienced political and economic turmoil. Their entire development team, with the exception of the CTO, consists of independent contractors who work in the Ukraine. Further or worsening unrest could negatively impact the Company's product development and resulting financial performance.
- The Company continues to experience rapid growth; increasing the responsibilities and demands on its management team and operational/financial infrastructure. If the Company fails to successfully manage its growth, the Company's business, operating and financial results would be affected.
- The Company will be dependent on the software and technology industries. The intense competition in the software platform development industry has also led to rapid technological developments, evolving industry standards and frequent releases of new products and enhancements. The Company's inability to adapt to technological changes in the industry could significantly harm its business, financial condition, liquidity and results of operations.
- The Company may not successfully scale and adapt its existing technology and network infrastructure to ensure that services and solutions are accessible within an acceptable load time.
- The Company might not be able to protect its intellectual property. The Company currently does not have any patent registrations for its proprietary software, documentation, and other written materials. With minor exceptions in respect of certain registered trademarks, the Company relies on common law principles, such as unregistered trademark, copyright and trade secret law, to protect its intellectual property. Company's inability to adequately protect its intellectual property could allow the Company's competitors and others to provide products based on the Company's technology and other intellectual property rights, or challenge the Company's intellectual property, which could substantially impair the Company's ability to compete.
- If platform security is compromised and/or the Company's website is subject to attacks that damage customers access to solutions, customers may reduce, stop or restrict use of services.
- The Company gathers, stores, and uses personal information, which subjects them to governmental regulations and other legal obligations related to privacy and security, including those of the European Union. Failure to comply with such obligations could harm the business.
- The Company's customer base consists of large, well-known, primarily Fortune-500 international manufacturers, industrial companies, conglomerates and pharmaceutical companies. While these companies are known for their success and are rarely a credit risk, they present their own set of risks, including susceptibility to global economic and political events and the ability to dictate pricing and other terms to their suppliers (such as the Company).
- The Company reduced its valuation to $25,000,000, and increased its projections. The increase in projections is due to a more aggressive investment (use of funds) to accelerate growth.
Investors must understand that by purchasing Units they are voluntarily assuming all of the risks of the investment, including any and all risks relating to the Company and Company Securities, whether disclosed in this Fund Summary, Offering Memorandum and Supplement or not.
CONFLICTS OF INTEREST
The Manager and USCGS are affiliated entities. Charles Towle is Co-Managing Partner of the Manager, the Division Head and licensed principal of USCGS, and an indirect stockholder and Co-Managing of an affiliate company of the Manager and USCGS. Jeffrey Sweeney is Co-Managing Partner of the Manager and an indirect controlling stockholder of the Manager and USCGS. Conflicts of interest may arise in connection with Mr. Towle's and Mr. Sweeney's indirect control of both the Manager and USCGS. Investors should be aware that these conflicts of interest, and a number of other conflicts of interest relating to the Manager and its affiliates, are permitted under the terms of the Fund's offering documents. You should not invest in the Fund unless you are willing to accept these conflicts of interest and the associated risk.
This presentation does not constitute an offer to sell or a solicitation of an offer to buy any security and may not be relied upon in connection with the purchase or sale of any security. Any offer would only be made by means of a formal offering memorandum. No offer or solicitation will be made prior to delivery of a confidential information memorandum, private placement memorandum, or similar offering documents ("Offering Documents"). Offers and sales will be made only in accordance with applicable security laws and pursuant to the Offering Documents, operating agreement, subscription agreement, and other definitive documentation.
This presentation does not purport to be all-inclusive or to contain all of the information that the recipient may require and is qualified in its entirety by reference to the Offering Documents. This presentation is not a part of or supplemental to the Offering Documents or such definitive documentation. The Offering Documents and any supplements will supersede this presentation in its entirety. Projections and other forward-looking information as to events that may occur in the future (including projections of revenue, expense, net income and stock performance) are based on information provided by the Fund and other publicly available information as of the date of this presentation. There is no guarantee that any of these estimates or projections will be achieved. The recipient should not rely on any information contained herein. No investment, divestment or other financial decisions or actions should be based solely on the information in this presentation. Actual results will vary from any projections in this presentation, and such variations may be material, including the possibility that an investor may lose some or all of its invested capital.
This presentation is confidential. By acceptance hereof, you agree that (i) the information must not be used, reproduced, or distributed to others without prior written consent; (ii) you will maintain the confidentiality of all information herein that is not already in the public domain; and (iii) you will use the information contained herein solely for preliminary informational purposes.