Merging Traffic Convertible Notes
Virtual Private Equity
|Investment Type||Convertible Note|
Expertise in Action
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.
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Merging Traffic, Inc.
Merging Traffic is a web-based crowdsourcing portal for capitalization; and an investment pool that primarily intends to target earlier stage companies. The Company combines the due diligence of traditional investing methods with the flexibility of an online crowdfunding platform to execute targeted fund raising and diversified fund investments.
David Metcalf, PhD - Chairman
David Metcalf is the Director of the Mixed Emerging Technology Integration Lab (METIL) at University of Central Florida's Institute for Simulation and Training. Dr. Metcalf has more than twenty years of experience in the design and research of web-based and mobile technologies converging to enable learning and healthcare. His approaches have saved companies millions of dollars while guiding business transformations for learning organizations. Specific areas of Dr. Metcalf's focus include learning business strategy, performance measurement, operational excellence, outsourcing, blended learning and mobile learning. His current research topics include simulation, mobilization, mobile patient records and medical decision support systems, visualization systems, scalability models, secure mobile data communications, gaming, innovation management, and operational excellence.
Max W. Hooper, PhD - CEO and Managing Director
Max Hooper is responsible for the management and growth strategy of Merging Traffic, serving as the corporate liaison to multiple industries and various capital formation groups. Prior to starting Merging Traffic, Max was co-founder of Equity Broadcasting Corporation -- a media company that owned and operated more than one hundred television stations across the United States. Dr. Hooper was responsible for activities in the cable, satellite, investment banking and technology industries, , and during his tenure, it grew to become one of the ten largest broadcasting companies in the country. Dr. Hooper has started multiple businesses in the technology, lodging, internet and service industries. Additionally, he served as President of Mergers and Acquisitions for a national financial services company. Max has served on the investment committee of several venture capital and angel funds and has completed "work out" transactions as a Certified Debt Arbitrator representing banks and private transactions. A lifelong learner, Dr. Hooper has earned five doctorate degrees, Ph.D, D.Min, Th.D, Ph.D, D.Min, from a variety of institutions. As an avid runner, he has completed more than one hundred marathons, an additional twenty ultra-marathons, which are fifty or one hundred-mile runs, and the Grand Slam of Ultra Running. Dr. Hooper is committed to his family and is a husband, father to five children, and grandfather to seven grandsons. He is active in many organizations and serves on various boards of directors and works globally with several ministries and non-profit aid groups. Max had the honor of speaking at the United Nations in New York in 2015.
Al Weiss - Director
Al Weiss had a 39-year career at Disney. His last position was President of Worldwide Operations for Disney’s $10 Billion+/95,000 employee Walt Disney Parks and Resorts business. He serves on multiple boards and has been a crucial part of many mergers and acquisitions across industries. He was named “Most Influential Businessman in Central Florida” by the Orlando Business Journal in 2005.
John Lessel, PhD - General Counsel
John Lessel is an attorney with a solo practice in Little Rock, Arkansas. He and Dr. Hooper have been involved in dozens of projects involving the raising of funds, acquisitions and dispositions of businesses and general corporate matters since the mid-1980s. John holds a Bachelor of Science degree in Aerospace Engineering from the University of Oklahoma, and a Juris Doctor, Cum Laude and a Master of Laws in Taxation from the University of San Diego. Mr. Lessel is admitted to practice in Arkansas and California. He has been listed in Best Lawyers in America since 1993. Mr. Lessel is married with two adult sons and six grandchildren. For recreation, he is a certified instructor for the Porsche Club of America and the BMW Car Club of America high-performance driving schools.
A.J. Ripin - Chief of Staff
A.J. Ripin operates at the intersection of innovation, capital growth, education, and entrepreneurship. He has more than a decade of experience in operations with expertise in business execution. A.J. is an Entrepreneur, Strategic Thinker, Runner, and Technologist, and Author. A.J. participates in various organizations and serves on multiple board of directors. Mr. Ripin is a graduate of the University of Hartford, where he earned a B.S. in Business Administration with a concentration in Entrepreneurship. His specialties include: Operations, State-level and International Public/Private Partnerships, Israel Innovation, and Florida’s High Technology Clusters. A.J. is a committed husband and is a father to two daughters. He participates in many organizations and serves on a board of directors
Matthew Tang - Chief Operating Officer
Matthew specializes in delivering innovative solutions with an intense focus on bottom-line results. Matthew spent 15 years leading and delivering complex technology projects in academic institutions and corporate enterprises. He has worked across multiple industries where he translated executive vision into strategies that drive business performance. Matthew holds a B.S. in Computer Science from North Carolina State University.
Griffin Hooper - Director, Systems
Mr. Hooper has spent the past twelve years in project management and system design within the entertainment industry. He joined Merging Traffic after a career change that had led him to Partners Advisory Group, where he managed the back-office systems and support processes. Earlier in his career, Griffin was a warehouse lead and Show Technician for CTS Audio. He was later recruited by Vision360 to become the Technical Director and Facilities Manager of their National and Global Headquarters located in Central Florida. After traveling extensively with Seabourn Cruise lines across the Americas and the Mediterranean, where he was the sole Audio Engineer aboard, Mr. Hooper took on a Lead Technician role and functioned as a Project Manager for PSAV®, a leading company that provides event technology services for the hotel.
Vicki Rabenou - President, Israel and Global Emerging Markets
Dr. Rabenou brings to Merging Traffic more than 20 years experience in the Israeli high-tech and health-tech industries. She has a proven record of identifying and developing opportunities for growth and expansion, taking companies through the entire life cycle, from inception to sustainability, profitability, and ultimately, an IPO. Her successes include VCON Videoconferencing, where she served as Vice President from launch through IPO, and management of Rad BioMed, an Israeli biomed incubator specializing in promoting early-stage life-science startups.
Propelled by her success founding the Rad Biosciences Group and winning the prestigious government tender to establish and run the biomed incubator, Dr. Rabenou was selected by the Office of the Chief Scientist of Israel’s Ministry of Economy to serve as a director on the bio-tech and high-tech Incubators Investment Committees. In this role, Dr. Rabenou vetted hundreds of startups seeking government funding to identify which promising companies would receive the funds.
Dr. Rabenou received her MD degree from the Hebrew University in Jerusalem, Israel, later serving as a practicing OB/GYN at Hadassah Medical Center there. Vicki was born and raised in Jerusalem, has dual Israeli-U.S. citizenship, and is an avid horseback rider. Passionate about animals, her nonprofit activities include supporting several animal shelters and organizations. Vicki currently resides in the Tampa Bay area with her husband. She has three children, four dogs, and three horses.
Stock Split and Acquisition
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.
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”).
Each Note will be sold to the Lenders at a sale price equal to the Note amount.
Each Note will have a minimum loan amount of $25,000, with the option of the Corporation to accept a lower amount.
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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