Merging Traffic Convertible Notes

Min. Invest
$25,000
Target Hold
24 mo
Potential Yield
6%
Progress - 0% Pledged
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Virtual Private Equity

Investment Type Convertible Note
Term 24 Months
Raise Amount $1,000,000

Expertise in Action

Investment Objectives

     The Company will use the proceeds from the sale of convertible notes to fund further development of the Company and the Services. The Company’s investment objectives are to obtain for itself and Investors significant operating income, capital appreciation and long-term capital gains from the Services. It is the objective of the Company that the Investors will realize:


• Periodic cash Dividends in the form of operating income; and
• A full return of Investor Basis by these periodic cash Dividends; and
• Upon the full return of the Investor Basis, further periodic cash Dividends with respect to the Shares on a pro rata basis; and
• Long-term capital gain with respect to the Shares upon the sale or liquidation of the Company and/or the Services.

     The attainment of the Company’s investment objectives will depend on many factors, including, among others, the successful management and operation of the Company and future economic conditions, both local and national. Accordingly, there can be no assurance that the Company will meet its business and investment objectives.

Use of Proceeds

     Note proceeds raised from this offering will be used (A) to continue investing in promising businesses; (B) to respond to business opportunities as they may arise; (C) to develop consulting and other lines of new business; (D) to improve the Corporation and its subsidiaries’ Search Engine Optimization and presence in the financial services market, with special attention to the Regulation Crowdfunding sector and (E) as working capital to pay expenses.

More Information

For more information and to hear about more investment oppertunities, please contact 

 

Max W. Hooper, Ph.D 
CEO / Managing Director
501.650.2800 (direct)
Max@MergingTraffic.com
 
 
MERGING TRAFFIC, INC.
#6555 Sanger Road - Suite 200  
Orlando, FL 32827

Stock Split and Acquisition

June 1, 2020 the Board of Directors of Merging Traffic, Inc. performed a stock split in the amount of one share for every two shares currently owned (the “3:2 Split”), regardless of the Class of Stock owned.

June 19, 2020 the Board of Directors of Merging Traffic, Inc., acquired Appleseed Capital, Inc., a Florida Corporation and then approved a spin-off, for the benefit of Merging Traffic, Inc. shareholders in the form of a stock dividend.
 
Additional revenue and synergy opportunities beyond current financial model.

Past Offering

Merging Traffic has raised $4,727,540 to date through private offerings and from 59 investors some of whom have invested multiple times.

Securities Offered

Unsecured convertible promissory notes in substantially the form attached as Exhibit A to the form of Note Purchase Agreement attached to this Term Sheet as Appendix A (the “Notes”).

PRINCIPAL AMOUNT

Each Note will be sold to the Lenders at a sale price equal to the Note amount.

MINIMUM NOTE

Each Note will have a minimum loan amount of $25,000, with the option of the Corporation to accept a lower amount.

ISSUE PRICE

100% of Note face amount. There is no aggregate minimum principal of Notes that the Corporation is required to sell in the Proposed Financing. The maximum principal of Notes that may be sold in the Proposed Financing $1,000,000.

INTEREST RATE; PAYMENT

6% per annum (principal and accrued interest due at maturity). Prepayment will be allowed in whole or in part at any time before maturity. Maturity July 31, 2022, extendible by the Corporation until July 31, 2024 upon written notice to the Lenders.

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Investor Tutorial

CERTAIN INFORMATION REGARDING THIS OFFERING

THESE UNITS ARE BEING OFFERED WITHOUT REGISTRATION UNDER ANY FEDERAL OR STATE SECURITIES LAWS, BUT ARE BEING OFFERED UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER COMPARABLE EXEMPTIONS UNDER VARIOUS STATE SECURITIES LAWS. HOWEVER, THE SECURITIES AND EXCHANGE COMMISSION (“COMMISSION”) HAS NOT DETERMINED THAT THESE UNITS ARE EXEMPT FROM REGISTRATION. THESE UNITS HAVE NOT BEEN REVIEWED, APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY, ADEQUACY, COMPLETENESS OR MERITS OF THIS MEMORANDUM, AND ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL TO, OR A SOLICITATION OF AN OFFER TO BUY FROM, NOR SHALL ANY OF THE UNITS BE OFFERED OR SOLD TO, ANY PERSON IN ANY JURISDICTION IN WHICH SUCH AN OFFER, SOLICITATION, PURCHASE, OR SALE IS UNLAWFUL OR UNAUTHORIZED UNDER THE SECURITIES LAWS OF SUCH JURISDICTION.

THE STATEMENTS MADE HEREIN ARE MADE AS OF THE DATE ON THE COVER OF THIS OFFERING MEMORANDUM. THIS OFFERING MEMORANDUM CONSTITUTES AN INVITATION TO THE PROSPECTIVE INVESTOR TO SUBMIT AN OFFER TO SUBSCRIBE. NO PERSON MAY PURCHASE THE UNITS OFFERED HEREBY EXCEPT PURSUANT TO AN EXECUTED SUBSCRIPTION AGREEMENT IN THE FORM PRESCRIBED BY THE FUND, AND THEN ONLY FROM A PERSON TO WHOM THE FUND OR ITS DESIGNATED AGENT HAS DELIVERED A COPY OF THIS OFFERING MEMORANDUM.

THESE UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED BY THE FUND. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THERE IS CURRENTLY NO PUBLIC MARKET FOR THESE UNITS.

IN MAKING A DECISION TO PURCHASE UNITS HEREUNDER, PROSPECTIVE INVESTORS MUST CONDUCT THEIR OWN INDEPENDENT INVESTIGATION OF THE FUND AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED, AND ARE ENCOURAGED TO CONSULT WITH THEIR ADVISORS AS THEY WILL BE REQUIRED TO REPRESENT THAT THEY ARE ABLE TO BEAR THE ECONOMIC RISK OF THEIR INVESTMENT AND THAT THEY ARE FAMILLIAR WITH AND UNDERSTAND THE FUNDAMENTAL RISKS AND TERMS OF THIS OFFERING.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION WITH RESPECT TO THE OFFERING OF THE UNITS WHICH IS NOT CONTAINED OR REFERENCED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. POTENTIAL INVESTORS MAY, IF THEY SO DESIRE, MAKE INQUIRIES OF THE FUND WITH RESPECT TO THE FUND’S BUSINESS OR ANY OTHER MATTERS SET FORTH HEREIN, AND MAY OBTAIN ANY ADDITIONAL INFORMATION WHICH SUCH PERSON DEEMS TO BE NECESSARY IN ORDER TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THIS MEMORANDUM (TO THE EXTENT THAT THE FUND POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE).

October 22 2020

Confidential Offering Memorandum: Merging Traffic, Inc.

PROSPECTIVE INVESTORS ARE CAUTIONED NOT TO CONSTRUE ANY CONTENTS OF THIS OFFERING MEMORANDUM OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS, AS CONSTITUTING INVESTMENT, LEGAL OR TAX ADVICE; RATHER THEY SHOULD CONSULT THEIR OWN ADVISORS OR COUNSEL WITH THE CAPACITY TO ADVISE AND PROTECT THEIR INTEREST IN CONNECTION WITH ALL MATTERS CONCERNING THIS OFFERING MEMORANDUM.

THIS OFFERING MEMORANDUM DOES NOT KNOWINGLY CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT A MATERIAL FACT, AND ANY SUCH MISSTATEMENT OR OMISSION IS DONE WITHOUT THE KNOWLEDGE OF THE PREPARERS OF THIS DOCUMENT OR THE FUND. AS SUCH THE FUND BELIEVES THAT THIS OFFERING MEMORANDUM CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS OF ALL MATTERS, DOCUMENTS AND CIRCUMSTANCES MATERIAL TO THIS OFFERING. WHILE THE DATA AND STATEMENTS CONTAINED HEREIN ARE BASED UPON INFORMATION BELIEVED TO BE RELIABLE, NO WARRANTY CAN BE MADE AS TO THE ACCURACY OF SUCH INFORMATION OR THAT CIRCUMSTANCES HAVE NOT CHANGED SINCE THE DATE SUCH INFORMATION WAS SUPPLIED. THIS MEMORANDUM CONTAINS SUMMARIES OF CERTAIN PROVISIONS OF DOCUMENTS RELATING TO THE BUSINESS OF THE FUND AND THE UNITS OFFERED HEREBY, AS WELL AS SUMMARIES OF VARIOUS PROVISIONS OF RELEVANT STATUTES AND REGULATIONS. SUCH SUMMARIES DO NOT PURPORT TO BE COMPLETE AND ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE TEXTS OF THE ORIGINAL DOCUMENTS, STATUTES AND REGULATIONS.