CHICAGO, Sept. 17, 2015 (GLOBE NEWSWIRE) — Epazz, Inc. (OTCQB:EPAZ), a leading provider of cloud-based business software solutions, is pleased to announce that the company has launched a $1 million Revenue Share Crowdfunding Campaign on http://www.revenuesharecrowdfunding.com to attract angel investing online to its investment opportunities.
Parties interested in the offering can register at revenueharecrowdfunding.com
The offering will be made under Regulation 506 (c) under the Securities Act of 1933, as amended, or the Securities Act, which allows for general solicitation to attract investors to the offering. Regulation 506 (c) permits unlimited accredited investors to take part in the funding round. The company will file a Form D with the Securities and Exchange Commission, or SEC, within 15 days of the first sale under the offering.
The company plans to use the funds to increase our sales and marketing workforce. Epazz, Inc. needs to hire additional sales and marketing personnel to promote our successes in implementing our cloud-based solutions for new government and business customers. In addition, the company plans to use the funds to hire more developers to enhance our cloud software applications.
Under the offering, the company will seek to raise up to $1,000,000 through the sale of Revenue Sharing Agreements, or RSA’s, which will be unsecured general obligations of the company.
The RSA’s will be offered and sold only to persons who are accredited investors as defined in Rule 501(a) of Regulation D and who meet certain other qualifications.
The securities offered in the offering will not be and have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Additional details of the offering are available for viewing by SEC-accredited investors at http://www.revenuesharecrowdfunding.com
PROPOSED TERMS FOR THE PRIVATE PLACEMENT OF REVENUE SHARING AGREEMENTS OF Epazz, Inc.
The following is a description of a proposed offering of securities, is of a summary nature, does not purport to be complete, and will be qualified in its entirety by reference to the Final Offering Materials (the “Final Offering Materials“), if created, which will fully provide for the final terms of the Revenue Sharing Agreements. These terms are subject to change and are negotiable with potential investors.
Proposed Terms
| Issuer: | Epazz, Inc. an Illinois Corporation (the “Company“). |
| Securities to be Issued: | Revenue Sharing Agreements (each an “RSA” and together the “RSAs“). The RSAs shall be unsecured general obligations of the Issuer. |
| Amount of Financing: | Up to a total of $1 million with a minimum individual investment amount of $5,000 unless otherwise agreed to by the Company in limited circumstances. |
| Purchasers: | The RSAs will be offered and sold only to persons who are “accredited investors” (“Accredited Investors”) as defined in Rule 501(a) of Regulation D promulgated by the United States Securities and Exchange Commission under the federal Securities Act of 1933, as amended (the “Securities Act”), and who meet certain other qualifications. In addition, the Company must take reasonable steps to verify that investors are Accredited Investors, which reasonable steps are likely to require investors’ provision of financial and tax records, as well as certain other information deemed necessary by the Company. Accredited Investors meeting these requirements will herein be referred to as qualified investors (“Qualified Investors”). |
| Use of Proceeds: | The Company intends to use the net proceeds for marketing, sales, development, general working capital purposes and other necessary expenditures as determined in the discretion of management. |
| Commencement Date: | Commencing with the first full calendar month following the Closing, within thirty (60) calendar days following the end of each calendar month, the Company will begin making cash payment (collectively, the “Monthly Revenue Share Amount“) to the holders of the Revenue Sharing Agreements (each, a “Revenue Sharing Investor” and collectively, the “Revenue Sharing Investors“). |
| Revenue Share Percentage: | The Monthly Revenue Share Amount will be in an amount equal to up to 5% of Company Gross Revenues for such calendar month. Each Revenue Sharing Investor’s pro rata share of the Monthly Revenue Share Amount shall be determined by dividing such Revenue Sharing Investor’s investment amount by the investment amounts of all Revenue Sharing Investors as of the first day of the calendar month applicable to such Monthly Revenue Share Amount. |
| Maximum Revenue Share Amount: | Thee Monthly Revenue Share Amount will continue to be paid until each Revenue Sharing Investor has received aggregate payments in an amount equal to 1.5 times such Revenue Sharing Investor’s investment amount (each such Revenue Sharing Investor’s “Maximum Revenue Share Amount“). |
| Revenue Definition: | For any applicable calendar month, Company Gross Revenues will be an amount equal to all gross revenues from the sale of products or services by the Company or any parent, subsidiary or affiliate of the Company during such calendar month as determined under U.S. generally accepted accounting principles, consistently applied. |
| Termination Date: | In the event the Investor has not received the Maximum Revenue Share Amount prior to December 31, 2021 (the “Maturity Date“), the Company shall pay to the Revenue Sharing Investor, on or before the Maturity Date, an amount equal to the Maximum Revenue Share Amount less the sum of all previous payments made by the Company to the Revenue Sharing Investor. |
| Manner of Payment: | All such payments to the Investor shall be deposited into a bank account of the investor’s choosing at the time of investment, or any successor account thereto which may be established by the Investor, or provided via check to the Investor. |
| Overdue Payments: | The Company shall be assessed a late payment charge at an annual rate equal to five percent (5%) of any Monthly Revenue Share Amount not paid within five (5) business days of becoming due. This late payment charge is cumulative and assessed once per month from the due date until the date of payment thereof and shall accrue and be added to any balance of unpaid amounts subject to late payment. |
| Information Rights: | The Company will provide the Revenue Sharing Investor with the following information as to any period during which such Revenue Sharing Investor’s RSA is outstanding: (a) unaudited quarterly financial statements of the Company within forty-five (45) days after the end of each calendar quarter; (b) management commentary on the Company’s operations, sales and financial condition within forty-five (45) days after the end of each calendar quarter; (c) annual financial statements of the Company within ninety (90) days after the end of each fiscal year, which may or may not be audited, as determined in the sole discretion of the Management Committee of the Company; and (d) as soon as reasonably practicable, but in any event within thirty (30) days after its filed, a copy of the Company’s federal tax return filed with the Internal Revenue Service for each fiscal year of the Company. |
| Expenses: | Each party shall be responsible for its own costs and expenses incurred in connection with the transactions contemplated hereby. |
| Not an offer: | This Term Sheet is not a complete description of the financing and does not constitute either an offer to sell or an offer to purchase securities. |
Epazz, Inc.’s CEO, Shaun Passley, Ph.D., said, “We have already received interest from investors who wish to be part of the funding round. It is a good start, [and] we believe once the campaign is launched that we have a good opportunity to raise the funds we need to in order to explore of all of the business opportunities coming our way.”
About Epazz, Inc. (www.epazz.com)
Epazz, Inc. is a leading cloud-based-software company that specializes in providing customized cloud applications to the corporate world, higher-education institutions and the public sector. Epazz BoxesOS™ v3.0 is the complete business web-based software package for small- to mid-size businesses, Fortune 500 enterprises, government agencies and higher-education institutions. BoxesOS provides many of the web-based applications organizations would otherwise need to purchase separately. Epazz’s other products are AgentPower™ (a workforce management software) and AutoHire™ (an applicant-tracking system).
SAFE HARBOR
“Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995: Certain statements contained in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can generally be identified by the use of forward-looking statements such as “may,” “expect,” “intend,” “estimate,” “anticipate,” “believe” and “continue” (or the negative thereof) or similar terminology. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results or those implied by such forward-looking statements. Investors are cautioned that any forward-looking statements are not guarantees of future performance and that actual results may differ materially from those contemplated by such forward-looking statements. Epazz, Inc. assumes no obligation and has no intention of updating these forward-looking statements, and it takes no obligation to update or correct information prepared by third parties that is not paid for by Epazz, Inc. Investors are encouraged to review Epazz, Inc.’s public filings on SEC.gov, including its unaudited and audited financial statements as well as its Form 10-Ks, and Form 10-Qs, which contain general business information about the company’s operations, results of operations, and risks associated with the company and its operations.
CONTACT: For more information, please contact:
Investor Relations
[email protected]
(312) 955-8161
www.epazz.com