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Dealflow.

com/newsletter
General Solicitation: Ready or Not, Its Here
As general solicitation became a reality for companies and funds, controversy came with it in many forms, and final SEC regulations remain indefinite until some time late in the next quarter at the earliest. Yet companies are using general solicitation to raise capital. The SEC has disclosed that over 200 issuers have filed a Form D for a Rule 506(c) offering that allows general solicitation, while yet other companies have started out by issuing a press release declaring their intentions. (While a less convenient timeline is among the controversial SEC proposals, issuers can currently file the Form D 15 days after commencing their offerings.) In addition to this SEC data, Dealflow.com has tracked 54 Rule 506(c) filings in the past two weeks. Early adopters among companies include various private startups, at least two public companies (see separate article), and more established concerns like TechShop and website Patheos, which has already raised $7 million by other means. Investment funds have not been quick to choose the general solicitation route, but ff Venture Capital announced at the earliest opportunity that it is using general solicitation to close out funding for one of its vehicles. Continued on page 14

Venture Capital
Venture Capital Dealow Oct 28 to Nov 8

This weeks deal tables contain data on some 566 open financing deals announced during the period from Oct 28 through Nov 8. The debt, equity, and otherwise structured financings represent efforts to raise approximately $4.48 billion. What is the reporting period? The two-week reporting periods correspond to this newsletters schedule for publication, which is every other week. So effectively, each venture capital newsletter tracks private company deal activity from the previous two weeks. The focus of our deal tracking is on open, or actively-marketed venture deals which have not been reported as closed transactions. Our objective is to track private operating companies as opposed to investment funds. However, investment managers who do not file with the SEC as pooled investment funds will be tracked in the activity tables in this newsletter. The companies covered in this weeks publication encompass a broad array of issuers, ranging from mobile phone app startups to consumer discretionary businesses to investment managers raising $250 million or more. Sources of the data include regulatory filings, media reports and advertisements, investment-related emails, soContinued on page 15

Deals & Dollars


Over the last two weeks, we tracked the announcement of 566 open fundraisings for privately-held companies worth a total of $4,476,927,007 in aggregate value. Heres what the deals announced in our first reporting period (Oct. 28 through Nov. 8) reveal about which funding targets drove the most deal activity. Capital seekers raising amounts from $2.5 million to $4.9 million accounted for 132 announcements, or 23.3% of the total. Transaction numbers decline steadily as deal amounts exceed $10 million, and only four targeted raises fell into the $250 million and up category.

Inside
General Solicitation Update - Companies are busy using undened regulations to raise capital. (p. 1) Venture Capital Dealow - Open deal activity from Oct 28 to Nov 8. (p. 1) Pitch Events - A listing of 16 demo days, pitch events, and presenting company opportunities in the upcoming month. (p. 3) Deal Briefs - Coverage of 36 private company issuers raising capital. (p. 4) Public Companies + 506(c) - A handful of public issuers are opting to use general solicitation to raise capital. (p. 16) Open Deal Activity - We tracked the announcement of 566 open fundraisings worth a total of $4,476,927,007. (p. 18) Advertised Deal Activity - We tracked the announcement of 54 advertised fundraisings worth a total of $469,039,925. (p. 26)

Venture_Capital/note_to_readers
Dear Reader,

Dealflow.com
P.O. Box 122 Syosset, NY 11791 T (516) 876-8006 F (516) 876-8010 www.dealow.com @dealow Subscribe: This newsletter is published every other that include holidays. You to receive this newsletter. signup.html. is currently free. This newsletter Wednesday, except on weeks must be an accredited investor Sign up at http://dealow.com/

Post your Deal: If you would like to include your deal in this newsletter, email editor@dealow.com. Open Access Policy: Dealow.com has an open access data policy and is committed to sharing information with the markets we serve. If you would like to contribute an article to this newsletter, email editor@dealow.com. If you would like access to our newsletter API, call us. All rights reserved. 2013 Dealow.com. Copying, distributing electronically by email, or duplicating this publication in any manner other than one permitted by agreement with Dealow.com is prohibited. In this newsletter, Dealow.com provides information and data about companies actively raising capital in reliance on the exemptions provided by Rule 506 of Regulation D of the Securities Act of 1933. We provide information to the investment community, entrepreneurs, and service providers interested in private placement activity. We are not a funding portal, hedge fund, broker-dealer or investment advisor. Dealow.com has used reasonable effort to ensure that the information in this publication is accurate and up-todate; however, Dealow.com makes no representations or warranties, express or implied, relating to this information, and Dealow.com expressly denies any liability direct or indirect, related to the accuracy or completeness of this information and to any decisions that may be made based on this information. By receiving this newsletter you agree to Dealow.coms Terms of Use (http://dealow.com/terms) and Privacy Policy (http://dealow.com/privacy) and agree that Dealow.com, nor its afliates has liability whatsoever for any claim, expense, fee, cost or other type of loss related to or arising from use of the information, and has no obligation to correct, refresh, or update any information. This newsletter is a general circulation publication. The information herein is not intended to be and should not be construed to be recommendations to purchase, retain, or sell securities, or investment advice with regard to the companies mentioned or advertised. Customers of Dealow.com may be discussed or advertised in this publication. Dealow.com, its subsidiaries, and its employees or contractors may, from time to time, purchase, own, or sell securities or other investment products of the companies discussed or advertised in this publication. Deaow.com is a trademark of DealFlow Analytics, Inc. (d/b/a Dealow.com). Dealow.com is not afliated with The DealFlow Report, which is owned and published by The Deal, LLC. Trademarks, trade names, and logos used in this publication are the property of their respective owners.

This isnt your typical newsletter. For starters, what youre going to find in these pages is information about actively marketed deals, not information about deals that have closed. Were aiming to give you insight into what will happen as opposed to what has happened. Also notable is that although this newsletter covers venture capital, this is just one of the deal markets Dealflow.com is focused on. Our objective is to track deals across the capital markets regardless of deal type. So be on the lookout for other newsletters based on the preferences you selected when you signed up to Dealflow.com. As a data-driven company, our editorial agenda is to take no position, either pro or con, for or against, particular deals or deal-makers. Nothing in this newsletter (or any of our products) should be construed as investment advice. Please read our disclaimer. Regarding our taking no editorial position on companies mentioned in this newsletter, you will notice that our deal briefs and data tables are listed in alphabetical order. Again, theres no preference or priority given to the arrangement of the information in this publication. Were launching this newsletter with an every-other-week publication schedule. That means you should expect to receive this newsletter every other Wednesday (except during holidays). Dealflow.com newsletters covering other capital markets will have different publication schedules. Regarding the scope of coverage in this newsletter, our reporting periods are based on the frequency of publication. Since this newsletter is published every two weeks, the present reporting period reflects activity during the prior two weeks. In this newsletter, were covering the venture capital market, and specifically, venture deals that are marketed in the United States. Issuers may be physically located overseas, but selling efforts must be U.S.-based for us to track the deal. One last note on your subscription: This newsletter is currently free for accredited investors. Dealflow.com has an open access data policy and is committed to sharing information about the markets we cover with the markets we serve. That means youll get this newsletter for free as long as you meet the required criteria and agree to our terms of use. If you would like to contribute to this newsletter, we welcome your input. You can contact us at editor@dealflow.com. - Steven Dresner Dealflow.com

Dealflow.com/newsletter 2013 Dealflow.com

Venture_Capital/pitch_events
Pitch Events + Demo Days + Presenting Company Conferences
The table below includes a listing of demo days, angel group meetings, business plan competitions, and presenting company opportunities focused on raising capital. If you have an event you would like listed in this newsletter, email editor@dealflow.com.

Event
Startup Pitch Night

Date
11/13/2013

Locaon
San Francisco, CA Chicago, IL

URL
hp://www.startuppitchnight.com/startuppitchnight/

Startup Pitch Night Pitch and Demo Day: SVE Anniversary Celebraon The Energy Soluons VC Pitch

11/14/2013

hp://www.startuppitchnight.com/startuppitchnight/

11/16/2013

Santa Clara, CA hp://www.meetup.com/sventrepreneurs/events/140659072/

11/19/2013

Palo Alto, CA

hp://vctaskforce.com/content/view/1143/

Health Wildcaers Pitch Day - 2013

11/20/2013

Dallas, TX

hp://healthwildcaers.com/health-wildcaers-pitch-day/

Angel Elevator Pitch

11/21/2013

Palo Alto, CA

hp://vctaskforce.com/content/view/1147/

VenturePitch Orlando VC Stage Elevator Pitch/One Hour with an Aorney Rhode Island Elevator Pitch Contest

12/4/2013

Orlando, FL

hp://venturepitchorlando.com/

12/4/2013

Palo Alto, CA

hp://vctaskforce.com/content/view/1146/

12/4/2013

Providence, RI

hp://www.ri-bizplan.com/

Funding Feeding Frenzy

12/5/2013

Chicago, IL

hp://fundingfeedingfrenzy.com/

SwitchPitch

12/6/2013

Los Angeles, CA hp://switchpitch.com/switchpitch-la/

Investors Circle - Impact Spotlight

12/10/2013

New York, NY

hps://gust.com/r/via_group/22860?conversaonId=177099

Startup Pitch Night

12/11/2013

New York, NY

hp://www.startuppitchnight.com/startuppitchnight/ hp://siliconvalley.startupweekend.org/events/mobile-startupweekend-1113/ hp://vctaskforce.com/content/view/1152/

Silicon Valley Startup Weekend

12/13/2013

TBD

Life Sciences Investor Pitch

12/17/2013

Palo Alto, CA

Investors Circle - Beyond the Pitch

1/1/2014

Colorado

hps://gust.com/r/via_group/22860?conversaonId=177099

Dealflow.com/newsletter 2013 Dealflow.com

Venture_Capital/deal_briefs
1NewTrack.com Raising: $250,000 Sector: Information Technology Source: AngelList
1NewTrack.com is an online subscription that searches music for its members depending on their tastes and moods. This platform is raising a round of equity funding with a premoney valuation of $2.5 million. 1NewTrack.com sells tracks as a reseller like Shazam, says Aladdin Shchaslyvyi, CEO. Funds are set to go towards development, mobile apps, growth up to an anticipated 100,000 subscribers after three months and to prepare for the A round, according to the company. Due to a unique algorithm and database of music characteristics, the service cant be copied fast, Shchaslyvyi noted. Subscribers will receive a legal 30 second clip of the song each day, and then decide to purchase the song by clicking the I like it option. 60% of our subscribers click I like it about the track they received, says Shchaslyvyi. 26 days after the launching of 1NewTrack.com we had a total of 4,200 subscribers. Fedosseev. Fedosseevs startup experience includes 2Wire, 4Home and Soft-Pro. Kayton co-founded companies including Zome Energy, 4Home, Prismiq and Paros Software. Leostic has product management and marketing experience.

A11FL Raising: $25,000,000 Sector: Consumer Discretionary Source: LinkedIn


A professional spring football league is currently seeking funds in equity to start the process of going public. A11FL is in the process of becoming an established American sports league, says Chris Schuring, the CTO of A11 Spring Football League. This league was first started because of the high demand to have football during the spring. Investors will have the opportunity to purchase a team in a specific location. The sports league has decided to go back to the games roots, according to the leagues owners, by having no jersey number requirements and making every offensive player eligible to receive the ball, depending on how they are positioned on the line of scrimmage. We are just a few weeks away from a TV contract, says Schuring. We have also been able to raise about $1 million of the funding needed. Schuring noted that the league is run by men who know what theyre doing when it comes to football. Scott McKibben, CEO of A11FL, is the former executive director of the Tournament of Roses and the Rose Bowl and Mike Keller, who was drafted for the Dallas Cowboys in 1972, is the leagues President and Chief of Operations.

1World Online Raising: $1,750,000 Sector: Information Technology Source: RockThePost


1World Online bills itself as a crowdsourced social research platform that incorporates B2B and B2C elements to delve into opinions and give businesses a new way to engage with customers. We are positioning ourselves as a content and marketing intelligence platform, and in research circles as the social research engine, co-founder Brad Kayton told Dealflow.com. Our mission is to get to the root of what people really think, and we have a consumer-facing web service to gather information, and we monetize via B2B selling insights and realtime research and analytics services to corporations. Kayton said fund raising is proceeding apace. Weve done a first closing already of $1 million, and about half of the remaining $750,000 is verbally committed. We are listed on RockThePost, and although we havent yet closed any money on that platform, we have lots of interest from it and are expecting some investments from it, Kayton said. The founders are Kayton, Damien Leostic and Alex

Allied Integrated Maintenance Solutions Raising: $250,000 Sector: Materials Source: LinkedIn
Allied Integrated Maintenance Solutions (AIMS) is a startup construction company that is raising funds to acquire a full service maintenance company and secure contracts from companies that are downsizing or are concerned about building maintenance. Timothy Terrell, who has been an electrical contractor for several years and is the founder of AIMS, has set a $10,000 minimum for investors. I was originally thinking 12 people would be a great starting point, but as I viewed it more it would be nice to have

Deal Briefs are not recommendations to purchase, retain, or sell securities of the companies mentioned. Deal Briefs are intended to provide a diversied selection of companies in order to illustrate market trends; however not all Deal Briefs are announced/open deals from the reporting period covered in this newsletter. Dealow.com and its afliates make no representation or warranty, express or implied about the accuracy or completeness of the information in any Deal Brief. Dealow.com has no obligation to update any information contained in any Deal Brief. If you would like your deal to be considered for Deal Briefs, email editor@dealow.com. Dealflow.com/newsletter 2013 Dealflow.com 4

Venture_Capital/deal_briefs
anywhere from $120,000 to $250,000, says Terrell. I could use the extra funds to secure credit accounts at supply houses and buy materials on credit, bill the customers immediately and pay the supply houses weekly to keep the account free of debt. Terrell noted that sticking with this plan for a year will eventually result in the supply house no longer requiring the capital backing of the account. just recently been open in private beta. Weve already begun to see our first revenue, Koyen noted. As a journalist I have witnessed the gap between editor and writer. With this setup and workflow tools, there will be more of a connection and less chaos, says Koyen.

Aromyx Raising: $2,000,000 Sector: Health Care Source: AngelList


Aromyx has designed a chip, called the EssenceChip, which computerizes tastes and smells into data to analyze the biochemical signals that the nose and tongue send to the brain. This biotech company is now seeking a series C funding in equity and currently has a pre-money valuation of $10 million. According to the company, the chip will give customers the ability to exactly target flavors, tastes and aromas without guessing. We have raised a significant amount of our goal, says Chris Hanson, CEO and Founder of Aromyx. Up until now we have funded this ourselves. Now we are making up the rest from Angel investors and friends and family. Hanson explained that funding will be used to finish the production of the product. The funding process is going well, says Hanson. There seems to be a lot of active angel investors and it feels a lot different from just two years ago. We are very optimistic.

Axelo Raising: $2,000,000 Sector: Information Technology Source: AngelList


Axelo develops sensing technologies and holds a patent for 3D motion sensing, padding and spatial disorientation technologies for sports medicine. The company is currently raising funds in equity and has a pre-money valuation of $8 million. The current project is embedding non-invasive sensing technology in devices, mainly in sport helmets, equipment and clothing for early detection of concussions and other sports head injuries. Our major focus is on our traumatic brain injury products and real-time sports impact and performance, says Ravi Rao, Chief Executive at Axelo. We are first going to start in high schools then work our way to the NFL. Ravio explained in detail the disbursement of funds for this project: $150,000 for prototype costs, $500,000 for the pilot program, $750,000 for marketing and promotion, $250,000 for the production cost of 1,000 helmets and $800,000 will be used for the development of mouth guards. We have an opportunity with the Under Armour, GE and NFL grant money, which should come in by February 2014 and we are working on an additional investment from Texas through their follow-on funding for current emerging technology funded companies, says Rao.

Assignmint Raising: $375,000 Sector: Information Technology Source: AngelList


Assignmint is an online platform that connects publishers and content producers to the same secure network with workflow tools. The internet software company is currently raising funds as convertible debt, with a $1.5 million cap. Primarily, capital will be used for engineering and design talent, I will do my own marketing. says Jeff Koyen, Founder and CEO at Assignmint. Writers and producers can file invoices and payments, save notes and pitches, track assignments and add deadline reminders by using the dashboard setup in the software. Assignmints writer-side platform is open in public beta, which caters to more than 1,600 registered users, and the publisher tools have

ByThePeo.pl Raising: $600,000 Sector: Information Technology Source: RockThePost


ByThePeo.pl is raising funds to build out what it calls an e-democracy town hall platform that will crowdsource information not just for the sake of gathering data but also as a means of fostering collaborative action. The company believes it can find a productive place in the world community, where the Internet and social media have often brought about awareness of important political and social

Deal Briefs are not recommendations to purchase, retain, or sell securities of the companies mentioned. Deal Briefs are intended to provide a diversied selection of companies in order to illustrate market trends; however not all Deal Briefs are announced/open deals from the reporting period covered in this newsletter. Dealow.com and its afliates make no representation or warranty, express or implied about the accuracy or completeness of the information in any Deal Brief. Dealow.com has no obligation to update any information contained in any Deal Brief. If you would like your deal to be considered for Deal Briefs, email editor@dealow.com. Dealflow.com/newsletter 2013 Dealflow.com 5

Venture_Capital/deal_briefs
developments without leading to solutions or action. CEO Andrew Dwyer told Dealflow.com that the platform is like a combination of Wikipedia, Wikileaks and Reddit. Users, including whistleblowers, could post information on situations that are newsworthy though perhaps off the radar of major media. Other users could review and edit posts, and those entries that survive editing and generate interest would rise to the top of the page. The overall process, Dwyer said, will accentuate new and important issues while filtering out people who do not add value. The platform is designed to make democracy better, transforming it into a do-ocracy, where freedom entails collaboration and thoughtful action. Dwyer highlighted the action aspect of the platform, which he says makes it more powerful than projects that delineate a problem without providing a solution. Dwyer said that although he only recently started the search for funding, RockThePost has already proved helpful. We currently have nine investors lined up and another seven in advanced stage talks, so some funding has been raised as of now, says Radovan Grezo, Business Development Director at Click2Stream. The online platform transfers live video and audio from security cameras to the cloud. Click2Stream is currently working on gathering data from cameras and apps into one big data platform, according to the company. We got to break-even with our current revenue in September, but then hired more people to help round out our skill sets and help us grow faster, says Grezo. There is still no market leader who can transform this data in real value and use cases. We believe that we can be one of the biggest players on this new market, thats why we need to be pretty aggressive in growing our customer base. And thats what we need the funding for.

Chec Raising: $1,750,000 Sector: Information Technology Source: AngelList


Chec is an online platform that has created a virtual store front for individuals and small merchants to sell their products. The company is raising a seed round of equity funds, with a pre-money valuation of $7 million. The funds will be used for building out payment infrastructure, growing the engineering and design teams, building out our JavaScript commerce framework and our SDK, says Devan Koshal Founder and CEO at Chec. It will also be put towards navigating regulatory issues and the FCA approval in Europe. This platform includes individual checkout links for each product and allows credit card processing without a merchant account. Revenue will be generated by a 3.5% per transaction fee, which is paid by users.

Close.com Raising: $250,000 Sector: Information Technology Source: AngelList


Close.com is a Social Media app that is focused around networking with just your friends and family. The mobile app is seeking a round of funding in convertible debt, with a premoney valuation of $5 million. Instead of the usual scrolling, Close.coms timeline flips so the user slows down and focuses on what really matters, as noted by the company. This round of funding will go towards the continued development of our product, says Ryan Milnes, CEO at Close.com. The apps features allow you to set up group chats. It includes a locator for your friends and family and the ability to share pictures and statuses from or to social networking sites.

Communitites for Cause Raising: $900,000 Sector: Consumer Discretionary Source: AngelList
Parents can shop and donate money to their childrens school with one application. Communities for Cause is a mobile app that links users with local merchants. Merchants will then donate a percentage of each sale that is purchased using the app to the users school of choice. The mobile platform is actively seeking a round of funding as equity, with a pre-money valuation of $3.6 million. Including investments

Click2Stream Raising: $750,000 Sector: Information Technology Source: AngelList


Click2Stream is an international open app-store for video analysis in the cloud. The online platform is currently seeking funds as convertible debt, with a set minimum of $1,000.

Deal Briefs are not recommendations to purchase, retain, or sell securities of the companies mentioned. Deal Briefs are intended to provide a diversied selection of companies in order to illustrate market trends; however not all Deal Briefs are announced/open deals from the reporting period covered in this newsletter. Dealow.com and its afliates make no representation or warranty, express or implied about the accuracy or completeness of the information in any Deal Brief. Dealow.com has no obligation to update any information contained in any Deal Brief. If you would like your deal to be considered for Deal Briefs, email editor@dealow.com. Dealflow.com/newsletter 2013 Dealflow.com 6

Venture_Capital/deal_briefs
by the founders and advisors the company has raised $335,000 as of this writing. We are raising funds for expansion, launching marketing, the signup of merchants and the causes, says Gary Allhusen, the CEO and Co-Founder at Communities for Cause. The platform finds merchants, lists offers available and registers transactions at the time of sale and the company receives a 20% transaction fee on each donation, says Allhusen. We also work with non-profits who make donations once they receive a donation from users. mm and remove excessive fluid that causes pain. The companys current capital raise involves issuing series A convertible stock with a liquidation preference and accruing annual 3% dividend. The company calculates its valuation at $7.5 million. The company is raising money through Poliwogg and traditional avenues. We are off and running with Poliwogg and our own push to accredited investors, Kenney said. The good news is that we have been approached by four family office funds in recent weeks, and a couple of venture capital firms are also taking a serious look at us. This is primarily due to the visibility we are getting with Poliwogg. Kenney has earned three degrees from M.I.T., including a Doctor of Science. He describes himself as a serial entrepreneur with 30 years of startup experience.

Deer Creek Campground Raising: $400,000 Sector: Consumer Discretionary Source: LinkedIn
A family owned RV Park is seeking funds through a loan, which will be put towards expansion projects that the company says may double the income and the equity for the park. There are currently three different areas to the campground, and we had the main area appraised at $650,000, says Gwenn Farber, owner of Deer Creek Campground. There is also a wooded, housing area that hasnt been appraised, but would increase the value. The 50-year-old-park is located in Cambria, Wisconsin and consists of 44 acres, including three ponds and a stream. Farber noted in 17 years of ownership she and her husband have added a store, with an arcade, which sells camping goods and basic groceries, miniature golf, a pavilion, a volleyball court and hiking trails. The loan will go towards things such as upkeep, maintenance, marketing and upgrades for the park, says Farber, in addition to paying off the existing mortgage and other loans.

Eversnap Raising: $500,000 Sector: Information Technology Source: AngelList


Eversnap is an online platform that captures, organizes and stores photos into one private album that can only be shared with the users private group of friends and family. The software company is raising a series C round of funding using convertible debt and has a $5 million pre-money valuation. This round of funding is going well, says Sasha Eslami, Founder and CEO of Eversnap. We have a couple of term sheets in our hands and were just trying to decide on the best option to take. According to the company, the platform has been used for over 50,000 events trips, weekend adventures and other different types of group activities. Eslami noted that funding will be used for engineering, hiring, scaling, as well as marketing and sales. We mostly bootstrapped Eversnap to a team of 12 engineers, made $500,000 revenue last year, which is an 80% margin, says Eslami. We currently have 150,000 users and over 1.7 million photos & videos uploaded.

EntraTympanic LLC Raising: $5 million Sector: Health Care Source: Poliwogg


The EntraTympanics EToscope is being developed to treat children with ear aches, but its also aimed at the broader antibiotic immunity threat affecting health all around the globe. A recent Center for Disease Control report points to a global increase in nightmare bacteria that have become increasingly difficult or impossible to treat. The hand held EToscopes laser guide allows two cannulas, or tiny tubes, to pierce the tympanic membrane (eardrum) to a depth of 0.5

Family Choice Fund Raising: Undisclosed Sector: Investment Fund Source: California Capital Partners

Investment Fund

California Capital Partners (CalCap) has opened a private equity fund expressly tailored to the succession needs of

Deal Briefs are not recommendations to purchase, retain, or sell securities of the companies mentioned. Deal Briefs are intended to provide a diversied selection of companies in order to illustrate market trends; however not all Deal Briefs are announced/open deals from the reporting period covered in this newsletter. Dealow.com and its afliates make no representation or warranty, express or implied about the accuracy or completeness of the information in any Deal Brief. Dealow.com has no obligation to update any information contained in any Deal Brief. If you would like your deal to be considered for Deal Briefs, email editor@dealow.com. Dealflow.com/newsletter 2013 Dealflow.com 7

Venture_Capital/deal_briefs
family offices and closely-held businesses. In addition to investing clients capital, the fund will incorporate clients into the investment process, which will support generation-togeneration succession in family office groups and other entities that span generations. While each investing family group or individual makes a target commitment of how much they will commit in each 5-year period, they are obligated to place capital only into those FCF portfolio deals in which they specifically want to participate (hence the name Family Choice), CalCap principal John Nelson told Dealflow.com. The Family Choice Fund will invest in private equity, debt placements and merchant banking situations where CalCap holds a controlling interest. Investments will focus on wireless apps and devices, green technology, new media and health technology. Each investment will take place in its own subaccount, and investors can choose whether or not to invest in a given acquisition. In addition to offering investment opportunities, the fund provides a wealth wizard apprenticeship that allows investors to participate in the investing process. They have full access to deal selection and due diligence, and can even participate with CalCap in the due diligence process -- hence, extreme transparency, Nelson said. Nelson also said that investors who exceed their initial investment commitments can earn back all of their initial management fees. CalCap works extensively in venture lending to companies with a two to three year exit strategy, but the company also manages traditional venture capital and private equity portfolios. Nelson told Dealflow.com that his firm is raising an undisclosed sum for the new vehicle. The product is done, so we are just raising money to grow the company, says Taylor Hou, Founder of First Cut Pro. The funds will be put towards the standard things in a seed round, growth, sales, salaries, et cetera. This platform was created with the ability for feedback to be setup on a frame-specific basis when users are looking over internal stakeholders, clients and test audiences. As of today, the company does not have a pre-money valuation because they are raising capital with a convertible note. We are experimenting with a lot of different sales channels, such as cold calling and emails, says Hou, We have a lot of people interested in Los Angeles and New York. Basically we just need to follow up and finish up.

Genome Compiler Raising: $1,000,000 Sector: Health Care Source: AngelList


Genome Compiler was created on the basis that living things can be designed and programmed just like computer programs. This genetic software company is currently seeking funds in convertible debt, which will go towards the production of the product that assists customers with genetic engineering. Synthetic biology is transforming the chemical, agriculture, energy, and pharmaceutical industries by enabling bioengineers to create living organisms that deliver novel products and manufacturing processes, as explained by Omri Amirav, CEO and co-founder of Genome Compiler. Funding will be used to create bio products and to establish its platform by creating a place for bio-designs, bioinformatics algorithms and curated genetic libraries, which users and companies create using the software. Amirav noted that Genome Compiler expects the majority of revenue to be SaaS licensing fees from enterprise customers in the chemical, agricultural, energy, and pharmaceutical industries. The company will also earn commission from DNA synthesis orders placed through the free online version of the software.

First Cut Pro Raising: $800,000 Sector: Information Technology Source: AngelList
The developers of First Cut Pro were determined to find a less stressful method for the post-production and editing process. They created a video interaction software that focuses on the collection of feedback, organization or video notes and integration into the current post-production stage. The software company is actively seeking funds in convertible debt and has raised $75,000 as of this writing.

Goodzer Raising: $2,500,000 Sector: Information Technology Source: AngelList


Goodzer is a shopping service phone application that locates what users need, within a close radius of where they are. From clothes, to massages, to restaurants, the app will point you in

Deal Briefs are not recommendations to purchase, retain, or sell securities of the companies mentioned. Deal Briefs are intended to provide a diversied selection of companies in order to illustrate market trends; however not all Deal Briefs are announced/open deals from the reporting period covered in this newsletter. Dealow.com and its afliates make no representation or warranty, express or implied about the accuracy or completeness of the information in any Deal Brief. Dealow.com has no obligation to update any information contained in any Deal Brief. If you would like your deal to be considered for Deal Briefs, email editor@dealow.com. Dealflow.com/newsletter 2013 Dealflow.com 8

Venture_Capital/deal_briefs
the direction of the product or service. This platform is raising capital in equity, with a pre-money valuation of $15 million. Funds are set to assist with marketing, customer support infrastructure and market expansion, says Mike Wilson, CEO at Goodzer. We are also the only ones who do all three -menus, services and products. To use the application, users enter the product or service, as well as the travel radius and Goodzer shows a listing of businesses near by, price comparisons and phone numbers for each place. Wilson noted that Goodzer signed its first deal with Wanderful Media in June 2013 and is currently displayed in local shopping sections of 350 of the largest U.S. newspapers websites. This is no longer just an idea, its become an actual business, says Wilson. Were not focused on online, were focused on near you.

Instant Portfolio Fund Raising: Undisclosed Sector: Investment Fund Source: Wefunder

Investment Fund

Heapsylon Sensoria Wearables Raising: $1,000,000 Sector: Information Technology Source: AngelList
Heapsylon is a startup that designs, develops and produces wearable devices for health and fitness. The software and e-textiles sensors turn clothes into data analyzing devices. The company is currently seeking out a round of funding in convertible debt, and 30% of the funds will go towards development, 50% towards marketing and 20% towards hiring within the company. According to the company, Heapsylon has filed four provisional patents and a utility patent application with international PCT. They are currently working with three products in sample stages, which include t-shirts, sport bras, and socks. All are equipped with the technology to collect data on heart rate, respiration, activity type and level. The sensors also can to measure how much pressure a users foot. The company is focusing on four segments for marketing their product: Running/Sporting Goods, Outdoor/Adventure Travel, Direct to Consumer and Health Care, which they also believe is a large opportunity. When its products are fully developed and cleared by the FDA, the company, with a strategic health care partner, intends to market to pharmaceutical companies, self-insured employers, wound clinics, accountable care organizations and large enterprises. David Vigano, cofounder and CEO at Heapsylon, noted the first production is set for March 2014.

As the number of online financing deals grows, investors face an increasingly daunting task of hunting through the underbrush to find the companies they hope will have a bright future. Wefunders Instant Portfolio Fund is one of the vehicles now being created by a variety of investment companies to offer investors both diversification and a short list of handpicked companies. The Instant Portfolio Fund gives investors a way to make a single investment that includes interests in twelve startups that came out of Y Combinator and MIT: companies such as flying car developer Terrafugia, manufacturing technologist Asseta and commercial real estate investment platform RealCrowd. Co-founder Mike Norman told Dealflow.com that the fund will help investors narrow down their choices and simplify the investment process. Norman said Wefunder will likely introduce additional fund investment choices in the future. Norman also explained that he makes it clear to investors that shares in a newly born company may remain illiquid for some time, and he said investors should expect at least a fiveyear holding period. We will hold them until there is some liquidity event like an acquisition, IPO, or share buyback event, Norman said. Well return money to investors if and when each company has one of these events. Norman said that in some cases shareholders may be able to sell during later financing rounds or in an eventual secondary round, but he tells investors not to assume they will have these opportunities to sell shares.

Kairos Transmedia Raising: $1,000,000 Sector: Consumer Discretionary Source: Fundable


Kairos is a social media platform that encourages children, ages 8 to 14, to create, learn and show off their skills in a family-friendly environment. This media company is currently raising funds in convertible debt, with a $25,000 minimum for investors. The company has raised $50,000. We are committed to making opportunities available to all youth regardless of their socio-economic background, says Bill

Deal Briefs are not recommendations to purchase, retain, or sell securities of the companies mentioned. Deal Briefs are intended to provide a diversied selection of companies in order to illustrate market trends; however not all Deal Briefs are announced/open deals from the reporting period covered in this newsletter. Dealow.com and its afliates make no representation or warranty, express or implied about the accuracy or completeness of the information in any Deal Brief. Dealow.com has no obligation to update any information contained in any Deal Brief. If you would like your deal to be considered for Deal Briefs, email editor@dealow.com. Dealflow.com/newsletter 2013 Dealflow.com 9

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Stuart, CEO and Founder of Kairos. Over the past 24 months we have successfully built and acquired three other online platforms for children. Stuart noted the company finished with $1.6 million in revenue in 2012 and currently has a pre-money valuation of $15 million. Funds raised will go towards launching Spillwall.com (a social media platform equivalent to Facebook and YouTube with Skype capabilities), programming and apps, content and development, team building and operating capital. Island and New York City, with the hopes of expanding into New Jersey, Texas, California and other states. The funding process is in its early stages, but is going better than anticipated. While we are in talks concerning funding, we have not officially pitched to anyone, says Jacobs.

Magnetify Raising: $2,000,000 Sector: Information Technology Source: Fundable


Shoppers who are tired of going to the store and shopping waywardly may want to take refuge with Magnetifys Shmying application. Shyming involves using a platform that helps sync peoples lives with their shopping needs. The application empowers consumers to discover and create user generated content called Shmys, which are product and brand testimonials that empower consumers to connect their Shmys with their favorite social sharing method, the company says. Magnetifys Shmying platform is a concierge service that enables consumers to streamline their shopping, providing interactive, shareable shopping lists, curated access to coupons, and a social platform for sharing preferences about products and retailers. Founder Lawrence Bergenfield is using Fundable to raise capital, but his focus is on developing personal networks. He told Dealflow.com that Magnetify is using the portal not as a vehicle to raise money so much as a billboard. Bergenfield says enthusiasm for his companys product has brought investors, and his initial convertible debt round has been converted to series A preferred stock. He also said that an investment advisor has proven invaluable in the fund raising process, which would otherwise take too much time away from managing the company and its growth.

Klooff Raising: $750,000 Sector: Information Technology Source: AngelList


Klooff allows pet lovers to post, share and hashtag pictures of their pets. The company plans to use its round of equity funding to help with startup costs. The funding will be used to properly launch the product with an aggressive user acquisition strategy, says Alejandro Russo, founder of Kloof. Also, conduct bi-weekly metricdriven iterations and we plan to hire a social media specialist. According to the company, the app has been validated by over 15,000 beta users and is set for official launch in December. We decided to focus solely on pet photos and videos, consider it an open channel for online content, says Russo. The best photos and videos that are posted on Klooff are then published in front of thousands of people. Imagine choosing the best photos on Instagram and creating a special channel for them, thats what Klooff does.

LubriMan Raising: TBA Sector: Consumer Discretionary Source: LinkedIn


LubriMan is an on-site car maintenance and care company, operating in both the U.S. and the Caribbean. The company is currently seeking funds in equity, although the specific amount has not been disclosed. $50,000 has been set as a minimum for investing. The funding is going to help us take web and commerce technology to the next level which will help us drive sales, says Martin Jacobs, co-founder of Lubriman. App development, hiring and obtaining commercial accounts are also areas where funding will go. LubriMan has set goals to cover and serve areas of Long

Mynd Calendar Raising: $600,000 Sector: Information Technology Source: AngelList


Mynd Calendar, created by Alminder, is a phone application that displays everything you need to know about your day. It gathers, synthesizes and delivers information from other places in your phone and relocates everything directly to the apps calendar. Alminder is currently seeking a round of funding for Mynd, in convertible debt.

Deal Briefs are not recommendations to purchase, retain, or sell securities of the companies mentioned. Deal Briefs are intended to provide a diversied selection of companies in order to illustrate market trends; however not all Deal Briefs are announced/open deals from the reporting period covered in this newsletter. Dealow.com and its afliates make no representation or warranty, express or implied about the accuracy or completeness of the information in any Deal Brief. Dealow.com has no obligation to update any information contained in any Deal Brief. If you would like your deal to be considered for Deal Briefs, email editor@dealow.com. Dealflow.com/newsletter 2013 Dealflow.com 10

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All the funding has been on a convertible note, so theres been no venture valuation yet, says Max Wheeler, Founder and CEO at Alminder. The funding will be used to produce a premium version of the product so we can begin to build revenue. Last month Alminder closed a $1.5 million round of seed funding from Tugboat Ventures and private investors. This round is set to go towards advancing Mynd Calendars innovative features and to further expand internationally. Mynd is whats considered a smart calendar that does your day planning for you. The calendar will alert you to leave for a meeting based on traffic conditions, while opening your navigation app with the fastest route to take. It will also search social media sites, such as LinkedIn, and list the names on your calendar so you know who you are meeting with and how you can get in touch with them. Max Wheeler noted Alminder is in the process of introducing Mynd to France, Germany and the Netherlands. also authored 20 Tips for Power Chicks. Martin is on the board of directors for Fort Worth business development center Knowledge for Success.

Ready Made Baby Bottles Raising: $2,000,000 Sector: Consumer Discretionary Source: LinkedIn
Ready Made is a U.S. patented, single-use baby bottle that requires no assembly or cleanup. Ready Made is currently seeking equity funds through LinkedIn and has also posted information on the companys website. The funds will be used for manufacturing, costs of filling initial orders and logistics. We have raised about $100,000 to secure the patents, initial research and engineering, says Matthew Marsh, Director of Channel and Human Capital at Ready Made. But now we are ready to move into production and that is another type of money. The company guarantees that each bottle is prepackaged in a clean room environment and is filled with first-rate food and water. These bottles come directly from the factory completely assembled, says Dr. Corwin Littell, Founder of Ready Made. You are serving your child a bacteria free meal every time. Marsh noted that the company currently has buyers in China interested in the commercial product and they are actively seeking investors for manufacturing and filling initial orders. We also have a great interest from the humanitarian and disaster relief community, says Marsh.

Plaid for Women Raising: $300,000 Sector: Other Source: SEC Form D
Plaid for Women is raising capital to operate a media group that provides a forum for women of all avenues. Co-founder Sara Zink told Dealflow.com that the multiplatform community is designed to facilitate communication and sharing among all women and address all their interests. Rather than focusing on a single topic like career, family or health, Plaid for Women encompasses what Zink calls the entire kaleisdoscope of womens lives. The project takes the form of a website, video, radio and events. The combination of approaches helps achieve the goal of approaching more women across more generations, Zink said. Zink said she is raising $300,000 because a larger raise would give investors excessive influence over the company. She also said she had no intention of using general solicitation, though the companys regulatory filing would allow it. You dont want just anyone investing in your company, Zink said. The co-founders are Zink and Shivaun Palmer. Michelle Martin is vice president of membership. Palmer has 25 years of experience in marketing, public relations, broadcast media and event production. Zink terms herself a multi-preneur and is launching a radio show. She

RetailMLS Raising: $2,000,000 Sector: Financials Source: AngelList


RetailMLS is raising capital to expand operations of its retail real estate multiple listing platform. Co-founder Ben Zises told Dealflow.com that while there are many listing services that serve residential and commercial real estate, there is no platform specifically dedicated to the retail market. Revenue streams for RetailMLS include free and premium listings and subscriptions, along with advertising, and the company is using a variety of ways to expand and find more clients, including social media, guerilla marketing, public relations and attending industry events.

Deal Briefs are not recommendations to purchase, retain, or sell securities of the companies mentioned. Deal Briefs are intended to provide a diversied selection of companies in order to illustrate market trends; however not all Deal Briefs are announced/open deals from the reporting period covered in this newsletter. Dealow.com and its afliates make no representation or warranty, express or implied about the accuracy or completeness of the information in any Deal Brief. Dealow.com has no obligation to update any information contained in any Deal Brief. If you would like your deal to be considered for Deal Briefs, email editor@dealow.com. Dealflow.com/newsletter 2013 Dealflow.com 11

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Our goals are to become the most comprehensive and userfriendly marketplace for retail real estate listings nationwide and establish ourselves as the industry standard, homepage and system of record for retail real estate professionals, Zises said. We streamline the process of marketing and searching for retail space by aggregating listings into an easy-to-use, standardized and low cost platform. RetailMLS provides all retail professionals, including landlords, brokers and tenants, immediate access to the information needed to get to negotiations and close deals faster. Zises says he plans on making RetailMLS into retail real estates Trulia or Zillow. The company raised $2 million in prior rounds. The founders are Samuel and Benjamin Zises.

Thengine Co Raising: $1,000,000 Sector: Information Technology Source: AngelList


As the music industry continues evolving, many performers and platforms are competing for listeners -- who often find themselves confronted with a barrage of advertisements. At the same time, artists are not always pleased to have to market their songs to fans through intermediaries. Thengine Co co-founder Paul Saunders told Dealflow. com that artists are getting crushed in a marketplace that is dependent upon their work. These days, Saunders says, for a musical artist in the United States to make the monthly minimum wage of $1,160, it takes over four million plays on Spotify. Thengine Co, which is gearing up for an alpha launch, is designed to connect artists directly to fans, without intermediaries such as Amazon or iTunes. Its a social platform that assists in the monetization of an artists fan base through a monthly membership, and its a world-class audio service with true freemium, curated channels and no ads ever, Saunders said. The company is raising capital through AngelList and traditional means. The founders are Saunders, Michael Catlin and David Wolf. Catlin has over thirty years of experience in the entertainment business. Saunders career unites experience in marketing and broadcasting. Wolf has entrepreneurial experience.

Somewhat Dead Raising: $6,000,000 Sector: Consumer Discretionary Source: I-Bankers Direct
An upcoming horror film is seeking equity funds, with $150,000 indicated as of this writing. Somewhat Dead is reportedly the first movie to be financed using new SEC regulations under Rule 506(c). After analyzing the investment potential of a well-made, low budget horror film in this booming genre, we felt it made sense to make this opportunity available to investors on the I-Bankers Direct funding platform, stated Mike McCrory, CEO and Co-founder of I-Bankers Direct. A $5,000 investment minimum has been set, which entitles investors to an equity stake in the film and net profit participation for the life of the film. Depending on the amount, investors may also be included in the credits of the film. Lisa Katselas, producer, described the film as a true horror film at heart, but at the same time it contains humor, dramatic sophistication and poignancy. Katselas also noted this past summer was the first time studios released horror films on the same weekends as tent-pole productions, and those smallbudget horror films beat out the blockbusters in the box office. Production for Somewhat Dead is set to start in spring 2014, with shooting on location in the UK and the U.S.

Tute Genomics Raising: $1,000,000 Sector: Health Care Source: AngelList


Tute Genomics has set out to bridge the gap between the vast amounts of data on genomes and the potential for utilizing biological contents of these data. The cloud-based software company is currently seeking a round of funding, with a premoney valuation of $4 million. It is going very well, better than we had expected, says Robert Reid, CEO and co-founder of Tute Genomics. We have already raised about 50% of our goal. Tute is a web application, with the capability to analyze and interpret personal genomes. The software assists researchers and consumers with identifying disease variants and recognizing health-related information hidden in personal genomes.

Deal Briefs are not recommendations to purchase, retain, or sell securities of the companies mentioned. Deal Briefs are intended to provide a diversied selection of companies in order to illustrate market trends; however not all Deal Briefs are announced/open deals from the reporting period covered in this newsletter. Dealow.com and its afliates make no representation or warranty, express or implied about the accuracy or completeness of the information in any Deal Brief. Dealow.com has no obligation to update any information contained in any Deal Brief. If you would like your deal to be considered for Deal Briefs, email editor@dealow.com. Dealflow.com/newsletter 2013 Dealflow.com 12

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Reid explained half of the funding will be used for the technical use of the product and the rest will go towards marketing. This is moving faster than we ever expected it to, says Reid. We aim to be the household name in genomes. the next 45 years, says Fisher.

Vufind Raising: $1,250,000 Sector: Information Technology Source: AngelList


Vufind provides an interest graph as a social analytic platform that creates a unique profile for users by gathering data such as texts, photos and check-ins and through accessing social networking sites. The company is currently raising a round in funding through equity, with a pre-money valuation of $7.5 million. We are going to use the funding for marketing, business development, including hiring full time sales executives to ramp up enterprise customers in e-tail and image based commerce, said Moataz Rashad, CEO and founder of Vufind. It will also be used for scaling the compute infrastructure for the analytics servers on Amazons AWS and Rackspace. Rashad said that the technology is a scalable cloud-based interest recognition engine that uses object recognition in photos and videos, social signals and mobile context analysis to build an expressive interest graph.

Webydo Raising: $550,000 Sector: Information Technology Source: OurCrowd


Webydo is a platform where customers can create and manage their HTML websites. With one click of a button the built-in CMS generates a professional HTML site. The website is currently seeking equity funds and offering series B preferred shares with a liquidation preference of 1.25 times. Webydo has a pre-money valuation of $8 million and has raised $950,000 in funding. While Webydo is a B2B solution for professional designers offering a cloud software similar to Photoshop, the Wix B2C solution is similar to PowerPoint, says Shmulik Grizim, CEO and Cofounder of Webydo. Grizim noted that funds will be disbursed for marketing, development, G & A and operation. Webydo hosts over 70,000 websites generated by 12,000 registered users and is currently tracking a $45,000 to $50,000 per month revenue rate. More than 15% of the businesses that have a Webydo-powered website have been converted to paying customers, according to the company. Webydo is serving a large community of 38 million creative designers worldwide who can now create multiple pixel-perfect websites for their clients without writing codes or hiring developers, says Grizim.

Wallowa Water Corporation Raising: $20,000,000 Sector: Utilities Source: LinkedIn


Wallowa Water focuses on the purchase, development and sale of water and is currently seeking capital in a combination of funding. The Wallowa group has been in serious discussions with several international groups, but we have yet to have a signed agreement, says Fred Fisher, an independent consultant for Wallowa Water. Ideally any funding would be a loan and/or convertible debt, but we are continually exploring new ideas and options going forward. The funds raised will go towards the completion of two projects that Wallowa Water is currently working on. The Water Purchase Agreement of Wallowa Water Lake in Oregon will cost $17 million, and a Hydroelectric Project, is an additional $3 million. Once the money is raised, there will be enough revenue for

Deal Briefs are not recommendations to purchase, retain, or sell securities of the companies mentioned. Deal Briefs are intended to provide a diversied selection of companies in order to illustrate market trends; however not all Deal Briefs are announced/open deals from the reporting period covered in this newsletter. Dealow.com and its afliates make no representation or warranty, express or implied about the accuracy or completeness of the information in any Deal Brief. Dealow.com has no obligation to update any information contained in any Deal Brief. If you would like your deal to be considered for Deal Briefs, email editor@dealow.com. Dealflow.com/newsletter 2013 Dealflow.com 13

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Continued from page 1 The confusion around changes to the SECs general solicitation prohibition brings additional uncertainty in an environment when many startups are just learning the extent of the legal and regulatory requirements that affect a young business -- even if it is not issuing securities at all. Weve never had a client walk in the doors that we didnt have to send back for something, said CrowdCheck CEO Sara Hanks. That something could prove to be anything from a business license to documents of incorporation. (CrowdCheck provides due diligence and related services for companies trying to take advantage of crowdfunding or other online investing opportunities.) Hanks also noted that many people mistakenly believe the proposals currently under consideration by the commission are already established regulations. As Hanks puts it, the regulators cannot regulate retroactively, so some of the more despised proposals may be a moot point until, if, and when, the proposals are approved. One of the most controversial of those proposed rules is the requirement that companies file a Form D for 506(c) filings 15 days before beginning their capital raise. Currently, the filing can take place up to 15 days after the raise ends. One commonly cited fear deriving from the proposed timeline is that it will chill fundraising conversations for many players in the venture community. In the classic elevator scenario, a startup founder has a chance conversation with a potential investor and inadvertently commences general solicitation. The consequences under the new rule are severe if the event takes place without the prior Form D filing. Issuers would be banned from raising capital via rule 506 exemptions for one year, a delay that could prove devastating. Davis Wright Tremaine partner Joe Wallin, who has experience with entrepreneurial businesses and has written widely about the ramifications of the JOBS Act, told Dealflow.com that the new timeline and the harsh consequences for neglecting it suggest a deviation from the original purpose of the JOBS Act. He also noted cogent arguments against various aspects of the proposal by leading venture capitalists, arguments that could mitigate or eliminate some of the more objectionable proposals. (See SEC comment letters at http:// www.sec.gov/comments/s7-06-13/s70613.shtml) Another unpopular feature of the proposals is enhanced requirements for verifying that accredited investors actually meet the SECs requirements. This previousDealflow.com/newsletter 2013 Dealflow.com

ly required the self-attestation of the investor, but now capital raisers could have to press investors for hard data in the form of W-2s or tax documents. One work around involves third-party attestation, where an attorney or accountant could provide a letter stating that the investor meets the requirements. For Nick Bhargava, a securities attorney who has been active in discussions concerning the JOBS Act, the accredited investor requirement in itself turned into something that constrained the democratizing ideals of the Act. Bhargava told Dealflow.com that the accredited investor requirements perpetuate a divide that walls off investors of normal means from investments that provide superior returns to wealthy ones. Bhargava said that he ultimately chose to create GROUNDFLOOR, a vehicle that allows almost anyone to invest modest amounts in commercial real estate -- completely outside the bounds of the JOBS Act. The lending vehicle operates within the regulatory framework of the Securities Act of 1933, and Bhargava said his platform provides broad access to investing that the JOBS Act was originally designed to produce. One venture capital investor, ff Venture Capital did step forward to take advantage of general solicitation at the earliest opportunity. While ff Venture Capital communications director Aishwarya Iyer declined to comment on the proposed regulations, she told Dealflow.com that the existing rules offer new opportunities. The general solicitation regulations as they stand now bring a new transparency and allow venture firms like ours to share our story and vision in a way that was not possible before, Iyer said. Iyer said the decision had been in the works for months before the investor made its intentions public in October. The firm hopes its experience with general solicitation will be a beneficial journey, and not just for ff Venture Capital. We can take the lessons we learned and bring them back to the community, Iyer said. She believes the choice will be worthwhile if it fosters our ultimate goal of spending the most time working with portfolio companies and the least time marketing our funds. Among early adopters of general solicitation is TechShop. TechShops DIY workshop and manufacturing facilities have provided invaluable resources to startups and entrepreneurs since the first one opened in 2006
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in Menlo Park, Calif. The company is working on raising $60 million in debt and equity to fund existing and planned facilities across the country, including one shop collaborating with The Defense Advanced Research Projects Agency (DARPA). TechShop spokesperson Connie Zheng told Dealflow. com that the company is using general solicitation along with more traditional means such as roadshows and networking. Zheng said that TechShop founder Jim Newton essentially crowdfunded the first facility in Menlo Park in 2006 by inviting investors to make a group of $25,000 loans. Relaxed general solicitation rules open the way to more new investors. While TechShop is aware of the proposed regulations currently under review by the SEC, Zheng said, Currently, the general solicitation offering under Rule 506(c) does not require significant disclosures to the SEC, and therefore has not resulted in significant extra effort by TechShop. Rather than posting itself on a portal, TechShop is using its own website to tell its story and explain who is eligible to invest. Religion website Patheos was also quick to announce a raise through general solicitation. The website provides a venue for people to discuss religious concerns deriving from all belief systems. CEO Leo Brunnick told Dealflow.com that he decidContinued from page 1 cial networking websites and online investment portals. Regarding regulatory data from Form D filings, this data excludes filings that reflect closed deals or issuers raising indefinite amounts. And while this publication does not include public companies, those tracking metrics are on the way in the form of another Dealflow.com newsletter. Private operating companies filed 325 Form Ds for open and announced deals. The new Rule 506(c) box was checked on 54 Form D filings representing what Dealflow.com calls announced and advertised offerings, indicating a burgeoning interest in general solicitation. These entities filed to raise over $469 million, or 10.5% of the capital that was targeted during the reporting period. These 506(c) filings also represented over 16.5% of the relevant Form Ds filed -- a significant portion in view of the fact that the option to file under Rule 506(c) has only
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ed to pursue online capital raising via general solicitation after raising about $7 million from a group of some 60 investors. He hopes that a broad appeal will bring him into contact with a new group of investors and supporters. Online efforts often lead back to the same type of angel investors he has dealt with in the past. The simple analogy is that I used to meet a new potential angel investor every few days or weeks, according to Brunnick. Now I can meet one every few minutes or hours. The company plans to raise $1 million to $2 million online. Brunnick was not concerned with the Form D pre-filing requirement currently under consideration. That rule, frankly, is the simplest of the rules to follow in general solicitation, Brunnick said. It is little effort at all, and the timing restriction is negligible. Brunnick said accredited investor verification could be a problem, though he thinks more investors will choose third parties to provide verification. The issue for him is how broaching the subject of verification will affect the dialog with investors -- an issue he views as one of timing. And that right time is likely fairly late in the conversation and decision-making process which could lead to going down paths that dont pan out, Brunnick said. On the whole, Brunnick says, online investing is not about to take the place of private capital raising, so right now it is just another tool in the chest.

been available since September 23. Larger Rule 506(c) filers included funds MLG Private Fund ($50 million) and Eaglewood Small Business Fund ($100 million). At the same time, companies filed advertised deals targeting as little as $1,000. Many issuers are keenly aware that they need to choose an offering amount scaled to their companys growth. Womens platform manager Plaid for Women filed to raise $300,000, and co-founder Sara Zink told Dealflow.com she is raising the smallest amount possible to accomplish her goals without affording investors too much influence. Online and portal-related deal data came from sources such as AngelList, Crowdfunder, I-Bankers Direct, LinkedIn, and other social networks. Industry breakdowns show that information technology accounted for the largest number of deals, or 176, which represented 31.1% of the total. Industrials lead in dollars targeted with $940 million
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being sought, or 21% of all capital in the reporting period. In deal flow, information technology was followed by consumer discretionary (91), other (72), healthcare (67), industrials (65), energy (42), financials (37), materials (12), telecommunications (3) and consumer staples (1). After industrials with $940 million, aggregate value numbers break down into consumer discretionary ($880 million), energy ($821 million), health care ($545 million), information technology ($483 million), other ($441 million) and financials ($303 million), materials ($37 million), telecommunications ($22 million) and consumer staples ($2 million). Some of the biggest proposed offerings came from funds such as Tailwind Capital, Casa Exploration LP and Green Star Fund II. Tailwind Capital is raising $750 million for middle market private equity investor Tailwind Partners Capital II, while energy explorer Casa is raising $500 million and Green Star is seeking $250 million. Equity deals accounted for some 83% of the dollar total, with the remainder divided between debt obligations and arrangements with more complex structures. One of the more complex offerings looks to be a $110 million deal from high tech window glass maker View Inc. Without divulging details, the companys Form D listed equity, debt, and equity-linked components to their offering. The largest debt offering comes from Maryland Proton Treatment Center Holdings. Maryland Proton is raising $150 million as part of plans to invest in a proton cancer treatment center in Baltimore. A majority of the financings are of a much smaller scale. Some 201 involve $500,000 or less, and another 48 range from over $500,000 to just under $1 million. Another 245 involve raises from $1 million up to $10 million, while 54 ranged from $10 million to $50 million. Fourteen more ranged upwards from $50 million to $100 million, leaving a handful such as Casa and Tailwind. The deal flow leader, information technology, featured deals ranging from View Inc.s hybrid structure offering to Qbeats equity offering ($15.5 million) to a variety of raises at the lower end of the scale like EcoGroomer ($700,000), MindQuilt Inc. ($400,000) and ShortCutQ ($25,000). Some of the information technology sectors greatest diversity occurred in the myriad of raises at the $200,000 or less level, where companies seeking capital include E-learning ($100,000), Tattoo Crowd ($100,000), Nerdies ($60,000) and neargram ($50,000). In the industrials sector, dollar dominance was achieved through generally robust deal flow and a few outsized offerings like the Green Star and MLG deals mentioned above. Another big piece of the $940 million targeted came from multi-family residential real estate manager Cottonwood Residential, which is looking to raise $250 million.

Public Companies Heed the General Solicitation Call


As over two hundred private companies filed Form Ds for Rule 506(c) offerings that allow general solicitation, some public companies also joined in. Public companies filing offering documents allowing for general solicitation include Caliber Imaging and Diagnostics (LCDX: OTCBB), Muscle Warfare International (MWAR: OTC) and ScripsAmerica (SCRC: OTCBB). Caliber develops and markets medical imaging technologies that use lasers and phosphorescent dyes to create images of tissue at the cellular level. The company is also using its technology for non-invasive skin biopsy. CEO Mike Hone said Calibers technology makes for faster, more accurate diagnosis of skin condition, unlike
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the typical process which often begins with a doctor looking at a surface skin condition. VivaScope offers patients an optical biopsy thats painless and noninvasivewith no cutting, no injury and no scarring, Hone said. Doctors can look at the images and then make a clinical decision if a spot on the skin is nothing to worry about or if its cancer. Successfully raising $6 million will facilitate a recapitalization allowing conversion of $5 million in debt into common stock and extending the maturity on another $7 million in debt. The funding will also drive expansion. We have about 500 units out globally and we hope to use new funding to expand into the clinical space, especially in the United States, Hone told Dealflow.com. We wont need to use capital to build out manufacturing, since we are now bringing in subassemblies (lasers
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and scopes) so we dont need to spend money on new equipment, Hone said. Using general solicitation was a natural choice according to CFO Richard Pulsifer. General solicitation turned out to be the best way to get funding, Pulsifer said, and its more cost effective than filing an S-1 registration statement and dealing with the time it takes for the SEC review and comments process. The executives said their current strategy also has advantages over a convertible debt obligation the company took on prior to going public in a $5 million IPO. The initial amount of debt grew and became a weight on the balance sheet. The companys attorney in the raise, Goodwin Procter partner Raymond Zemlin, said that the general solicitation route was the reasonable approach for Caliber. It makes sense for a company like Caliber thats S-3 ineligible, Zemlin told Dealflow.com. Filing an S-1 registration statement is a full-blown lengthy process. A private offering would have limited the range of investors. General solicitation allows for a broader audience as it raises capital -- and creates jobs, Zemlin said. Zemlin said that Form D filing requirements and investor verification were not major concerns for Caliber. Since the Form D pre-filing requirement is currently just a proposal, it was not necessary to file. However, New York Blue Sky laws did require Caliber to file a Form 99. Zemlin said that filing a Form D at the same time would not have presented any major difficulty. New Yorks Form 99 covers some of the same ground as Form D but also touches on other issues, such as bad actor disclosure. Zemlin said general solicitation may be a viable choice for companies that are S-3 ineligible and have audited financials for disclosure purposes. While the company will need to verify the accredited status of investors, Zemlin said it was likely that process could be carried out through a third party validation by an accountant or financial advisor without compelling investors to divulge specific financial information. H.C. Wainwright is the placement agent in the offering. Sports nutrition supplement maker Muscle Warfare issued a press release announcing plans to raise $2 million through a general solicitation plan. The company posted a presentation in the videos and presentations section of its listing on OTC Markets. Qualified accredited investors will receive a 50% disDealflow.com/newsletter 2013 Dealflow.com

count on their share price, according to the presentation. The presentation notes a 10% decrease in revenues from 2011 to 2012, a period in which the company said it reduced distribution because the FDA changed its position on supplement ingredient DMAA. In 2012, the FDA warned ten dietary supplement providers that they had not submitted evidence that DMAA is safe. The notice affected only one of Muscle Warfares products, according to the FDA notice. The founder and CEO of the company, Daniel Amato, also founded Samson Distributing, which specializes in research and marketing for sports supplement ingredients. ScripsAmerica, which manages prescription and overthe-counter fulfillment, also filed a Form D under Rule 506(c). In a subsequent regulatory filing, however, the company described a private investment with a single accredited investor and stated that it had not used general solicitation in sourcing the investment. In that deal, ScripsAmerica entered into an equity line PIPE agreement in which investor Seaside 88 agreed to purchase about $200,000 in stock initially and buy an additional $1 million at its discretion in installments. The arrangement offers the buyer a 60% discount based on an average price over the last weeks trading. The Form D states that Seaside 88 receives 10% in finders fees on the sales, while Equity Capital Investments of Woodland Hills, Calif., receives sales compensation.

If you would like to contribute to this newsletter, contact us at editor@dealflow.com

17

Venture_Capital/open_deals
Announced Open Deals - October 28 to November 8, 2013
During the reporting period October 28 to November 8, 2013, we tracked the announcement of 566 open fundraisings for privately-held companies worth a total of $4,476,927,007 in aggregate value. Data also includes Rule 506(c) fundraisings.

Sector Consumer Discreonary Consumer Staples Energy Financials Health Care Industrials

# of Deals 91 1 42 37 67 65

Value $880,241,397 $2,000,000 $821,710,938 $303,109,269 $545,723,260 $940,170,873

Sector Informaon Technology Materials Telecommunicaons Ulies Other Totals

# of Deals 176 12 3 0 72 566

Value $483,860,303 $36,972,915 $22,000,000 $0 $441,138,052 $4,476,927,007

Aggregate # of Deals

Aggregate Value of Deals

Form D Filings

Deals by Funding Type

All data is based on information gathered by Dealow.com. Data is updated based on the availability of public disclosures and has been obtained from sources deemed reliable, including certain third party sources. Dealow.com does not guarantee the accuracy and completeness of this data and makes no representation or warranty, express or implied about the accuracy or completeness of this data. Data excludes public company issuers, issuers ling with the SEC as pooled investment funds, or issuers ling for an indenite amount of securities to be sold. Sector classications are based on the Global Industry Classication Standard (GICS) and do not take into account issuers addressing multiple sectors. Dealflow.com/newsletter 2013 Dealflow.com 18

Venture_Capital/open_deals
Announced Open Deals: Consumer Discretionary Issuer 1NewTrack.com A11FL AD Rescuewear, LLC Ape Man Foods Ars Coee Arscrats Childcare Center at60inches Ausm Service Prov & Beyond Avec Soleil B2BRAVE BiographID Blissy, Inc. Buzzy Bedroom Caspian Robocs Certex Labs Chance ChefCanDo ClubVision CrateDJ Darkside Scienc LLC DKM Entertainment Dreamokraa Dynamic Defense Materials Eat Cheap Eortless Aquaponics E-learning Epithia eSFaB Fancy Boat FoodLoupe GameAnew GG Tape Limited GOODTIME HomeTrackR Hookahi, inc. I need a... Independent Arst Comp Assoc Ironsky Iwanna iyi.net JonEm Fashiondesign KeyPS Lawlternate Lemniscate LetsGram LiveSlide Lolas Love Your Beauty Hair Bouque Raising $250,000 $25,000,000 $1,000,000 $320,000 $800,000 $1,250,000 $500,000 $300,000 $10,000 $150,000 $10,000 $4,000,000 $10,000 $300,000 $300,000 $100,000 $100,000 $350,000 $200,000 $1,000,000 $2,198 $150,000 $3,000,000 $200,000 $200,000 $100,000 $25,000 $3,000,000 $5,000 $50,000 $1,000,000 $250,000 $200,000 $250,000 $200,000 $500,000 $5,000,000 $500,000 $20,000 $500,000 $500,000 $30,000 $25,000 $500,000 $1,000,000 $250,000 $50,000 $100,000 Deal Portal AngelList LinkedIn AngelList Crowdfunder AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList Crowdfunder AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList LinkedIn AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList Issuer LSTN Memorial Merydate Mosey Movem My FitOpon Inc. myhappyscore.com neargram Nerdies New Skool Wrestling (NSW) New-Tams nobrandsoluon NOLIMITS ENTERPRISES INC. Nomorerack.com, Inc. NoteBowl Outski, Inc. Outsource Brazil Peggd Phenoh Inc. POWZY Rainbow Vibes Clothing Restoris.com.ua Roozt rusotels.ru ShaveLogic, Inc. Shop O Lot Shreeng.com Somewhat Dead Stevens Hotel, LLC Tailwind Capital Taoo Crowd TELEPRO-DIRECT, INC. transforming bed TripScope Tripsearch TV Trovare Beauty Inc. Tucson Hospitality Properes Uncharted Wiggins Wheels LLC Wing Maam StageLearn Youthful Savings YouVent, LLC Raising $1,000,000 $150,000 $50,000 $1,500,000 $40,000 $750,000 $100,000 $50,000 $60,000 $50,000 $100,000 $200 $450,000 $42,499,999 $3,000,000 $500,000 $1,000,000 $2,000,000 $400,000 $500,000 $100,000 $50,000 $750,000 $1,000,000 $1,000,000 $500,000 $9,000 $6,000,000 $2,200,000 $750,000,000 $100,000 $3,000,000 $50,000 $500,000 $500,000 $1,500,000 $1,600,000 $50,000 $200,000 $500,000 $875,000 $250,000 $1,750,000 AngelList AngelList AngelList AngelList AngelList AngelList Deal Portal Crowdfunder AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList TechCrunch AngelList AngelList AngelList AngelList AngelList AngelList AngelList Crowdfunder AngelList AngelList AngelList I-Bankers WSJ AngelList AngelList AngelList AngelList

All data is based on information gathered by Dealow.com. Data is updated based on the availability of public disclosures and has been obtained from sources deemed reliable, including certain third party sources. Dealow.com does not guarantee the accuracy and completeness of this data and makes no representation or warranty, express or implied about the accuracy or completeness of this data. Data excludes public company issuers, issuers ling with the SEC as pooled investment funds, or issuers ling for an indenite amount of securities to be sold. Sector classications are based on the Global Industry Classication Standard (GICS) and do not take into account issuers addressing multiple sectors. Dealflow.com/newsletter 2013 Dealflow.com 19

Venture_Capital/open_deals
Announced Open Deals: Energy Issuer 2013 Bayou City Miss Dev Prog Ag Energy Soluons, Inc. Albany Joint Venture Apex Clean Energy Holdings, LLC Behm Energy LLC Blackstrm Caledonian Roy Part I Brown Well 1 Joint Venture CamJak Products Casa Exploraon, L.P. Coral-Horz #2 Joint Venture Eagle Bakken 1, LLC Easton Exploraon LP Eckard Global, LLC Eciency n Energy Energy Hunter Part 2013 D & P Envolta EverCharge Global Biosciences LLC Greenway World Soluons Inc. Hyperloop Australia Idaho North Resources Corp. Integro Earth Fuels, Inc. KE2 Therm Soluons, Inc. Lexstar Energy MPH Energy Midco LP NG Advantage LLC North Plains Resources LLC Novogy, Inc. Payson Petroleum 3 Well, LP Phoenician Resources Fund I, LLC Reign Development Group, LLC Reign Development Group, LLC ROCKDALE 36 DEVELOPMENT ROIL Energy, LLC Santh CleanEnergy Microgrid SkyFuel, Inc. SUNWIND ENERGY GROUP LLLP Three Stags MTJ, LTD. V.E.C.O., LP V3Solar VICTORIA ENERGY CORP ZERO EMISSION ENERGY PLANTS Raising $3,607,500 $264,000 $960,000 $25,000,000 $50,000,000 $10,000,000 $2,362,500 $100,000 $550,200,000 $1,680,000 $990,000 $196,000 $160,922 $2,600,000 $20,000,000 $5,000,000 $2,000,000 $10,000,000 $1,000,000 $3,000,000 $300,000 $7,000,000 $1,999,834 $500,000 $3,000,000 $1,752,000 $960,000 $3,000,000 $27,000,000 $50,000,000 $1,000,000 $800,000 $7,403,800 $525,000 $5,000,000 $2,068,831 $7,500,000 $700,000 $7,500,000 $2,000,000 $720,000 $1,860,551 AngelList AngelList Crowdfunder AngelList AngelList AngelList AngelList AngelList Deal Portal Announced Open Deals: Financials Issuer AfriLoan Bearface Inst Tech, LLC BH Capital Strat Debt Inv Fund Bitcoin Azerbaijan Limited Bryan Dynamics, Incorporated Cal-X Stars Business Accelerator CloudTec, LLC CreditAid, LLC Fotetah Inc. FusionOps Inc HYBRID CAPITAL GROUP, LLC inno360, Inc. Intuive Secondary Opp Fund JMM Kela Fund USA Inc. Lenana Financial Minnesota Comm Bancshares Mobsyte Nano Digital Creave Netwrkr Newscraed L.L.C. OrthoFi, Inc. Piscataqua Capital Management PLASTYC INC. Plutus Group Holdings LLC POLCOALDEX Proeto Regency Venture Fund Maui Saxena Capital Fund I, LLC Scale. VC SparkLabs Global Ventures Substrate, Inc. Tallwave Commercializaon Fund I, L.P. Titan Capital Real Estate Fund I, LLC. US-MBS LLC Utopia Funding LLC WAYPOINT VIL ON THE GREEN INV. Raising $3,000,000 $500,000 $35,000,000 $100,000 $2,800,000 $15,000,000 $1,100,000 $10,000,000 $1,000,000 $2,000,000 $2,000,000 $4,125,000 $15,000,000 $10,000,000 $20,000,000 $100,000 $8,150,000 $1,000,000 $500,000 $60,000 $2,000,000 $425,000 $3,000,000 $1,500,000 $3,000,000 $100,000 $80,000 $18,000,000 $20,000,000 $10,000,000 $30,000,000 $1,219,269 $18,000,000 $50,000,000 $500,000 $5,000,000 $8,850,000 LinkedIn pe Hub AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList Deal Portal AngelList

All data is based on information gathered by Dealow.com. Data is updated based on the availability of public disclosures and has been obtained from sources deemed reliable, including certain third party sources. Dealow.com does not guarantee the accuracy and completeness of this data and makes no representation or warranty, express or implied about the accuracy or completeness of this data. Data excludes public company issuers, issuers ling with the SEC as pooled investment funds, or issuers ling for an indenite amount of securities to be sold. Sector classications are based on the Global Industry Classication Standard (GICS) and do not take into account issuers addressing multiple sectors. Dealflow.com/newsletter 2013 Dealflow.com 20

Venture_Capital/open_deals
Announced Open Deals: Health Care Issuer 3RC/Phoenix Investment, LLC 6SensorLabs, Inc. Ablave Soluons, Inc. Accelerated Vision Group LLC ACP of The Woodlands, LLC Algaeventure Systems, Inc. Ally Home Care, LLC Altheus Therapeucs Inc ARISAPH PHARMACEUTICALS INC AUSTIN CNTR FOR OP SURGERY Avinger Inc AXENIC DENTAL INC Axsome Therapeucs, Inc. BioModeling Soluons, Inc. Breakthrough Products, Inc. Calm Down Now Cancer Prev Pharm, Inc. Celladon Corp CELSENSE INC CLEAR CATHETER SYSTEMS, Inc Clinovo Coastal Car Healthcare Assoc Counterpoint Health Soluons CTI SCIENCE, INC. CymaBay Therapeucs, Inc. DNATRIX INC Dose Control LLC Fitness 4 U Online Floelle Inc. Grand River Asepc Man. HALT Medical, Inc HealthEngage HealthFleet, Inc. HealthScripts of America - N.L. iClinical Immune Design Corp. INCEPTION 4, INC. Innovave Trauma Care Inc. IntelliWheels, Inc. Jade Therapeucs, Inc. Kalyra Pharmaceucals, Inc. Raising $7,650,000 $500,000 $7,000,000 $6,000,000 $250,000 $4,000,000 $450,000 $8,195,441 $20,000,000 $54,000 $28,750,000 $4,000,000 $4,000,000 $1,000,000 $3,123,855 $100,000 $6,000,000 $2,397,417 $1,000,000 $4,000,000 $1,500,000 $2,000,000 $1,500,000 $5,000,000 $45,000,000 $3,000,000 $315,000 $10,000 $500,000 $2,500,000 $3,799,995 $500,000 $6,000,000 $200,000 $500,000 $57,750,000 $10,000,000 $8,580,181 $73,253 $600,000 $7,000,000 AngelList Issuer 1214 Griswold Apartments LLC 3424 Country Club Drive LP 5704 Spring Valley LP AdCy Biotechnologies Inc. American Hospitality Prop Fund I Auburn Hills Realty, LP Avenues Group, LLC BCM 3001, LLC Brewery Hill LLC Central Ohio Elite Title, LLC Centre Capital Fund I, LLC Raising $8,000,000 $2,700,000 $2,600,000 $500,000 $25,000,000 $3,600,000 $7,700,000 $650,000 $500,000 $90,000 $5,000,000 AngelList Deal Portal AngelList AngelList Announced Open Deals: Industrials I-Bankers AngelList Deal Portal Issuer Koronis Pharma, Inc. Langford IC Systems, Inc MD Proton Treatment Center mobilECG Laboratories Neoangenics, LLC NexGen Medical Soluons LLC Orga Pharma Corp PaxVax Inc Protea Biosciences Group, Inc. PSG OF TAMPA LLC QLIANCE MED MGMT INC. SALUTARIS MEDICAL DEVICES SeniorQuote Insurance Services Smart Perfusion Spinal Ventures, LLC SPR Therapeucs, LLC Sudhin Biopharma Co. SURGICAL CENTER OF S.J. SVELTE MEDICAL SYSTEMS INC TV2 HOLDING Co UNITED HEALTHCARE PRAC. SOL. VGBio, Inc. Vital Connect, Inc. WelVU Inc. Wright Therapy Products, Inc. zuEuz Tecnologia & Negcios Raising $300,000 $3,000,000 $150,000,000 $400,000 $1,100,000 $500,000 $300,000 $3,000,000 $750,000 $250,000 $6,000,000 $1,000,000 $1,000,000 $10,000,000 $2,400,000 $3,750,000 $2,000,000 $112,000 $21,637,118 $40,000,000 $2,500,000 $5,000,000 $20,000,000 $1,175,000 $3,250,000 $1,500,000 AngelList AngelList AngelList Crowdfunder Deal Portal

All data is based on information gathered by Dealow.com. Data is updated based on the availability of public disclosures and has been obtained from sources deemed reliable, including certain third party sources. Dealow.com does not guarantee the accuracy and completeness of this data and makes no representation or warranty, express or implied about the accuracy or completeness of this data. Data excludes public company issuers, issuers ling with the SEC as pooled investment funds, or issuers ling for an indenite amount of securities to be sold. Sector classications are based on the Global Industry Classication Standard (GICS) and do not take into account issuers addressing multiple sectors. Dealflow.com/newsletter 2013 Dealflow.com 21

Venture_Capital/open_deals
Issuer CHERRY TREE DENTAL R E LLC Clean Plate Restaurants, Inc. Coonwood Residenal, Inc. Coonwood Square LLC Dallas MSA Mulfamily DST DGFDPO, LLC DLLRG, LLC DLS Financial, LLC Dover Heights Apartments, LLC Downtown NY Owner, LLC Edge Brewing Co Inc Edgewood Operang, LLC FEGA, LLC Five Twos Fund II, LLC FUTURA LLC Global R E Investment Fund I GMI-164 CORPUS, LP GMI-BAY VISTA APTS. LP Green Star Fund II, LLC. HUBBELL REALTY Co Icon Ag & Turf Paullina R E Indoor Harvest Corp Internaonal Realty, Inc. JSMB 4540 LLC Liv Foods, LLC MLG Private Fund LLC My Burger USA, Inc. My Starter Home, Inc. New McCullough R E Partners Okra Restaurant Group, Inc. Paradigm Credit Corp Parkhurst Partners, LLC Parks REI, LLC Pfotzer Properes LLC Pista Land Company, LLC Prairie Premium Oil, LLC RC Oconee Holdings, LLC Realington LLC Rochester M150-V, LLC RP Woodview Investors, LLC San Simon Estate Land Company SHASHI HOSPITALITY FUND 1 Raising $100,000 $4,500,000 $250,000,000 $1,400,000 $40,298,164 $750,000 $1,275,000 $6,200,000 $3,200,000 $20,000,000 $750,000 $700,000 $20,000,000 $1,250,000 $700,800 $2,000,000 $3,777,117 $5,660,583 $250,000,000 $5,000,000 $750,000 $500,000 $159,000 $3,300,000 $325,000 $50,000,000 $1,000,000 $1,000,000 $13,500,000 $500,000 $2,400,000 $2,720,000 $1,000,000 $1,315,000 $4,950,000 $1,000,000 $4,201,989 $10,000,000 $550,000 $6,977,000 $24,000,000 $6,000,000 Issuer 28MSEC, INC. 7mb Technologies Corp Adapve Technologies LLC ADOR, INC. Amic It Media ANDalyze, Inc. ANTHEM DIGITAL MEDIA, INC. APImetrics appAach Inc. appssolut Area 52 Games, Inc. AthletePath, Inc. Avegant Corp Axium Nanobers, LLC AYIN Internaonal, Inc. BeLeave, Inc. Bigforce BitPagos, Inc. Bitvore Corp Blue Duck Blue Horizon Innovaons LC Bungajungle bunnndle ByteLight, Inc. CafeX Communicaons Inc. CallMiner, Inc. Raising $6,475,000 $499,928 $600,000 $25,379,394 $250,000 $2,000,000 $3,000,000 $200,000 $2,214,676 $1,500,000 $500,000 $1,425,143 $3,000,000 $1,000,000 $1,000,000 $1,500,000 $1,000,000 $500,000 $2,500,000 $100,000 $10,000,000 $10,000,000 $250,000 $4,813,779 $9,996,670 $2,583,260 AngelList Crowdfunder AngelList AngelList AngelList AngelList AngelList AngelList Deal Portal Announced Open Deals: Information Technology TechCrunch Deal Portal Issuer Sky View Holdings, LLC Stewardship Investments, LLC TAG Fund I, LLC The Michael L Gilmore Company TUSCAN GARDENS INC FUND Wash Realty Capital, Main Street WC Memphis Storage II, LP Wesield-Harmony, LLLP Whitetail Creek Orchard, LLC Wyoming Authenc Products Zea Holding Company, L.L.C. Zero Coupon Pharmacy II DST Raising $2,422,819 $4,200,000 $40,000,000 $1,100,000 $5,000,000 $260,000 $1,300,000 $14,680,000 $36,900,000 $300,000 $18,903,663 $5,054,738 AngelList Deal Portal

All data is based on information gathered by Dealow.com. Data is updated based on the availability of public disclosures and has been obtained from sources deemed reliable, including certain third party sources. Dealow.com does not guarantee the accuracy and completeness of this data and makes no representation or warranty, express or implied about the accuracy or completeness of this data. Data excludes public company issuers, issuers ling with the SEC as pooled investment funds, or issuers ling for an indenite amount of securities to be sold. Sector classications are based on the Global Industry Classication Standard (GICS) and do not take into account issuers addressing multiple sectors. Dealflow.com/newsletter 2013 Dealflow.com 22

Venture_Capital/open_deals
Issuer Cence Corp Chamtech Technologies, Inc. CodiPark Connect Media Convercent, Inc. Copygram Crully Cycloramic by Egos Ventures Daily Muse Inc. DapperJobs Dear Marni, LLC DecisionLink Corp DEVTANGO, LLC Diades DocBasket DriverDO LLC EcoGroomer Inc. Empower Realty en-Gauge, Inc entegra technologies inc. Ephesus Lighng, Inc. Escape Dynamics, Inc. Especialis faynodev Firey Media, LLC FITMOO, INC. Flazingo FlyBy Media, Inc. Flypaper, Inc. Fresh From The Farm 365 Freshplum GAME PLAN TECHNOLOGIES GeekAid GenerosiTweet, LLC Giikers Giving Stage GLUMETRICS INC GoSpotCheck, Inc. Gravitant, Inc. HARVEST AUTOMATION INC Hello Agent LLC Hintarea househappy inc. Idencal Pictures, LLC Idencaon Soluons, Inc. Raising $1,500,000 $5,500,000 $500,000 $1,500,000 $13,802,347 $300,000 $50,000 $500,000 $2,343,241 $250,000 $500,000 $1,250,000 $500,000 $100,000 $1,000,000 $525,000 $700,000 $225,000 $2,449,616 $900,000 $500,000 $4,999,998 $1,000,000 $45,000 $1,100,000 $750,288 $1,700,000 $5,804,004 $350,000 $1,000,000 $315,000 $1,000,000 $250,000 $1,000,000 $200,000 $750,000 $6,705,894 $500,000 $10,000,000 $14,949,773 $307,500 $300,000 $2,750,000 $51,000 $3,000,000 AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList Deal Portal Issuer Ignidata IMAGE VISION LABS, INC. Immoinverse Increase, Inc. Intellectual Gardener Italia Regina Joust, Inc. Just Scroll Me KANJOYA, INC KleerMail Corp Kloo Kurobase, Inc. Lateral View Legionem Inc. Lerns Likeminder Lily&Strum, Inc. Lively LLC Lobal News Lodo Soware, Inc. Looking for Gamers LoopPay, Inc. LOTTOPALS INC LOYAL3 Holdings, Inc. LushPost.com Maestrano MateWing.Net MaxTradeIn.Com LLC Member Assist, LLC MindQuilt, Inc. MindSpark, Inc Mulverse My Virtual CFO Inc. Myanmar MyGrove Media Inc MyWishBoard Nanocomp Technologies Inc Networked Insights, Inc. Nextly, Inc. Norman B. Jr Not Safe for Work Corp NOVATEK IP, LLC OneGoodLove.com Open Source Candidate ORMET CIRCUITS INC Other Machine Co Raising $153,000 $1,000,000 $413,000 $1,000,000 $300,000 $1,200,000 $1,000,000 $25,000 $6,999,999 $2,800,000 $150,000 $500,000 $150,000 $4,000,000 $1,500,000 $750,000 $750,000 $500,000 $80,000 $3,150,000 $100,000 $10,314,220 $1,000,000 $2,546,114 $100,000 $1,000,000 $100,000 $1,500,000 $1,770,000 $403,210 $50,000 $120,000 $50,000 $50,000 $500,000 $730,000 $6,000,000 $10,000,000 $1,199,997 $600,000 $1,304,904 $20,000,000 $2,000,000 $25,000 $2,000,000 $3,000,000 AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList Deal Portal AngelList AngelList AngelList AngelList AngelList

All data is based on information gathered by Dealow.com. Data is updated based on the availability of public disclosures and has been obtained from sources deemed reliable, including certain third party sources. Dealow.com does not guarantee the accuracy and completeness of this data and makes no representation or warranty, express or implied about the accuracy or completeness of this data. Data excludes public company issuers, issuers ling with the SEC as pooled investment funds, or issuers ling for an indenite amount of securities to be sold. Sector classications are based on the Global Industry Classication Standard (GICS) and do not take into account issuers addressing multiple sectors. Dealflow.com/newsletter 2013 Dealflow.com 23

Venture_Capital/open_deals
Issuer Oxford English Club ParolZ PC Tech Repairs Pecabu, Inc. Peeridea, Inc. PeerOpcs Pijon Pitch Fade PONTIFLEX INC Prairie Cloudware, Inc. Push IO Inc. Qbeats Inc. Rail Yard, Inc. Rankdoor Reactr ReferralMD Repunch, Inc. River Saisei Networks, Inc. Scholasca, LLC Seekeng SEELogix, Inc. Sequitur Labs Inc. Shinobi Security ShortCutQ SL8Z CrowdSourced Recruing Snaps Social Coins SoSho SPARK Experience Design LLC SPARTZ LLC Sportsbox Stewart Copelands Scr Grove Storyhunter Strategic Internet Mark Part, Inc. Tag&Find Talent Management Soware Tap.in2 The Dreamers - A YA Fantasy Adv The EyeBook The Pearl Dream Inc The Starks Company TLS Accelerator Together Together Mobile, Inc. Tranity Ventures, Inc. TRUTOUCH TECHNOLOGIES, INC. Raising $1,500,000 $500,000 $50,000 $1,299,998 $500,000 $500,000 $650,000 $50,000 $3,250,000 $1,800,000 $475,032 $15,550,000 $965,200 $1,000,000 $100,000 $4,500,000 $500,000 $500,000 $2,000,000 $500,000 $1,200,000 $500,000 $2,600,000 $100,000 $25,000 $500,000 $2,450,000 $1,000,000 $700 $1,500,000 $10,000,000 $100,000 $60,000 $2,500,000 $1,000,000 $500,000 $2,000,000 $500,000 $3,333 $200,000 $250,000 $150,000 $1,000,000 $50,000 $8,880,000 $105,000 $2,500,000 AngelList AngelList AngelList AngelList LinkedIn Crowdfunder AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList Crowdfunder AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList AngelList Deal Portal AngelList AngelList AngelList Issuer uBid Holdings, Inc. US LADAR, Inc. Vacaon.us.com Vedero Soware, Inc. View, Inc Virtual Agora Virtual World Search webmely Worldwide Computer Cpny Xcaliber Technologies, LLC Zea Post Inc Zoomingo, Inc. Raising $6,000,000 $476,250 $750,000 $2,000,000 $110,468,467 $200,000 $500,000 $50,000 $3,900,000 $2,600,000 $50,000 $2,105,368 Crowdfunder AngelList AngelList AngelList AngelList AngelList Deal Portal

Announced Open Deals: Materials

Issuer Armored Texles Industries, LLC Bier Sisters Brewing Company Bomboard LLC Bye UAS, Inc. COMPAGNIE FIN RICHEMONT SA IntegriCo Composites, Inc. Owlstone Inc. Repurpose Compostables TECOGEN INC. TEDNOLOGIES, INC. Troika Brewing Company, LLC Wild Card Roasters, LLC

Raising $307,500 $1,000,000 $1,000,000 $3,000,000 $6,395,415 $10,000,000 $1,250,000 $1,100,000 $10,000,000 $2,000,000 $800,000 $120,000

Deal Portal

Crowdfunder

Announced Open Deals: Telecommunications

Issuer Allo Communicaons LLC Explora Phones Inc. Game Play Network, Inc.

Raising $1,500,000 $500,000 $20,000,000

Deal Portal

All data is based on information gathered by Dealow.com. Data is updated based on the availability of public disclosures and has been obtained from sources deemed reliable, including certain third party sources. Dealow.com does not guarantee the accuracy and completeness of this data and makes no representation or warranty, express or implied about the accuracy or completeness of this data. Data excludes public company issuers, issuers ling with the SEC as pooled investment funds, or issuers ling for an indenite amount of securities to be sold. Sector classications are based on the Global Industry Classication Standard (GICS) and do not take into account issuers addressing multiple sectors. Dealflow.com/newsletter 2013 Dealflow.com 24

Venture_Capital/open_deals
Announced Open Deals: Other Issuer Major League Gaming Inc. Issuer 1660 University, LLC ALASKA GOLD VENTURE, LLC Aloha Santa, LLC American Broadband, Inc. Apse LLC AS Roma SPV, LLC Auto Loan Repair Partners, LLC AVX Aircra Co Baserri Outdoors Group, Inc. Berre-Koehler Group, Inc. Beer ATM Services, Inc. Blu Meridian, LLC bobs game corporaon Chicago Local Foods, LLC Clinical Ink, Inc. CLORACKS CORP Creature Equity Group, LLC Deadly Codes Producons LLC Deal Decor, Inc. DevEquity, LP Divorce - The Musical, LLC East Coast Cultures, LLC Emerald City of Oz, LLC Equitech Internaonal FIM Systems FunnelFire, Inc. G 4 FILM PARTNERS, L.P. Globa.li, Inc. Global ID Holdings LLC Hero Development Ltd Liability High Growth Fund, LLC Honeymoon Development LP hyperfund, Inc. IG COPPER LLC IP Management Services, LLC J & J Ind Dance Mon Towers Jekyll Island the Movie KINGS SPEECH ON STAGE LLC KNOME INC LiveSpark, Inc. Madison India Opportunies II Raising $1,300,000 $6,000,000 $8,500,000 $608,668 $1,000,000 $75,000,000 $50,000,000 $2,000,000 $5,000,000 $720,000 $1,500,000 $400,000 $500,000 $3,000,000 $4,300,000 $5,000,000 $1,000,000 $8,000,000 $500,000 $1,900,000 $750,000 $780,000 $70,000,000 $3,000,000 $250,000 $750,000 $200,000 $961,680 $30,000,000 $600,000 $19,000,000 $2,000,000 $750,000 $1,116,000 $5,000,000 $499,999 $600,000 $3,500,000 $6,252,500 $2,144,000 $10,000,000 AngelList AngelList AngelList Deal Portal Mare Island Dry Dock Inv LLC MC Logiscs LLC MOM: MALL OF MISSISSIPPI Mud on the Barbee, Inc. MUSIC DEALERS LLC News Mints NunoErin, LLC One King Entertainment, Inc Oricula Therapeucs LLC Page Street Publishing Co PASATIEMPO, INC. Pats Backcountry Beverages Inc. Plaid for Women, Inc. Primoris Brick and Paver, LTD Q Tonic LLC Realta Entertainment Group Robocssa Rothenberg Ventures Fund II Sacramento Rep Football Club Shape Up Inc SmarterCookie, Inc. Solari Global, LLC Student Loan Strategies, LLC Tide Creave TIP Soluons, Inc. TRI-BEAR INDUSTRIES LLC UNIVFY Inc. Velocity ON Broadway LLC Voke Tab, Inc. WI-MM CORP Raising $5,794,281 $3,809,910 $1,500,000 $5,000,000 $1,000,000 $2,000,000 $200,000 $1,500,000 $2,000,000 $150,000 $200,000 $4,000,000 $500,000 $300,000 $200,000 $2,000,000 $9,948,260 $1,000,000 $50,000,000 $2,940,000 $5,000,000 $600,000 $500,000 $1,500,000 $400,000 $500,000 $300,000 $852,254 $2,500,000 $360,500 $200,000 AngelList AngelList AngelList AngelList Deal Portal

All data is based on information gathered by Dealow.com. Data is updated based on the availability of public disclosures and has been obtained from sources deemed reliable, including certain third party sources. Dealow.com does not guarantee the accuracy and completeness of this data and makes no representation or warranty, express or implied about the accuracy or completeness of this data. Data excludes public company issuers, issuers ling with the SEC as pooled investment funds, or issuers ling for an indenite amount of securities to be sold. Sector classications are based on the Global Industry Classication Standard (GICS) and do not take into account issuers addressing multiple sectors. Dealflow.com/newsletter 2013 Dealflow.com 25

Venture_Capital/adverstised_deals
Announced Advertised Deals - October 28 to November 8, 2013
During the reporting period October 28 to November 8, 2013, we tracked the announcement of 54 advertised fundraisings for privately-held companies worth a total of $469,039,925 in aggregate value. These fundraisings have been reported as Regulation D Rule 506(c) offerings filed on Form D.
Issuer ACP of The Woodlands, LLC Ag Energy Soluons, Inc. Allo Communicaons LLC ANTHEM DIGITAL MEDIA, INC. Auto Loan Repair Partners, LLC Axium Nanobers, LLC Blue Horizon Innovaons LC Bomboard LLC Brown Well 1 Joint Venture Cal-X Stars Business Accelerator Centre Capital Fund I, LLC CloudTec, LLC Coastal Carolina Healthcare Assc. Coral-Horz #2 Joint Venture CreditAid, LLC CymaBay Therapeucs, Inc. Eagle Bakken 1, LLC Easton Exploraon LP G 4 FILM PARTNERS, L.P. High Growth Fund, LLC HYBRID CAPITAL GROUP, LLC hyperfund, Inc. Immune Design Corp. inno360, Inc. IntelliWheels, Inc. Raising $250,000 $264,000 $1,500,000 $3,000,000 $50,000,000 $1,000,000 $10,000,000 $1,000,000 $2,362,500 $15,000,000 $5,000,000 $1,100,000 $2,000,000 $1,680,000 $10,000,000 $45,000,000 $990,000 $196,000 $200,000 $19,000,000 $2,000,000 $750,000 $57,750,000 $4,125,000 $73,253 Type Equity Equity Equity Equity Equity Debt Equity Equity, Debt Other Equity Equity Debt, Opon To Acquire Equity Other Debt Equity, Other Equity Equity, Other Equity Equity Equity Debt, Other Equity, Other Equity Debt, Opon to Acquire Sector Health Care Energy Telecommunicaons Informaon Technology Other Informaon Technology Informaon Technology Materials Energy Financials Industrials Financials Health Care Energy Financials Health Care Energy Energy Other Other Financials Other Health Care Financials Health Care

All data is based on information gathered by Dealow.com. Data is updated based on the availability of public disclosures and has been obtained from sources deemed reliable, including certain third party sources. Dealow.com does not guarantee the accuracy and completeness of this data and makes no representation or warranty, express or implied about the accuracy or completeness of this data. Data excludes public company issuers, issuers ling with the SEC as pooled investment funds, or issuers ling for an indenite amount of securities to be sold. Sector classications are based on the Global Industry Classication Standard (GICS) and do not take into account issuers addressing multiple sectors. Dealflow.com/newsletter 2013 Dealflow.com 26

Venture_Capital/advertised_deals
Issuer Intuive Secondary Opp Fund, LLC J & J Ind Dance Mon Towers MC Logiscs LLC MLG Private Fund LLC My Starter Home, Inc. Neoangenics, LLC New McCullough R E Partners, LP Newscraed L.L.C. North Plains Resources LLC Not Safe for Work Corp NOVATEK IP, LLC Owlstone Parks REI, LLC Plaid for Women, Inc. PLASTYC INC. Regency Venture Fund Maui, LLLP Reign Development Group, LLC Reign Development Group, LLC ROIL Energy, LLC Saxena Capital Fund I, LLC Solari Global, LLC Stewardship Investments, LLC Substrate, Inc. TECOGEN INC. Titan Capital Real Estate Fund I, LLC. Velocity ON Broadway LLC Washington Realty Capital - Main St. Wesield-Harmony, LLLP WI-MM Corp Raising $15,000,000 $499,999 $1,500,000 $50,000,000 $1,000,000 $1,100,000 $13,500,000 $2,000,000 $960,000 $1,304,904 $20,000,000 $1,250,000 $1,000,000 $300,000 $1,500,000 $18,000,000 $800,000 $1,000,000 $525,000 $20,000,000 $500,000 $4,200,000 $1,219,269 $10,000,000 $50,000,000 $2,500,000 $260,000 $14,680,000 $200,000 Type Equity Equity Debt Equity Debt Equity Equity Equity Equity Equity Debt Equity, Debt Equity Equity Equity Equity Other Other Equity, Other Equity Equity Debt Equity Equity Equity Other Equity Other Other Sector Financials Other Other Industrials Industrials Health Care Industrials Financials Energy Informaon Technology Informaon Technology Materials Industrials Other Financials Financials Energy Energy Energy Financials Other Industrials Financials Materials Financials Other Industrials Industrials Other

All data is based on information gathered by Dealow.com. Data is updated based on the availability of public disclosures and has been obtained from sources deemed reliable, including certain third party sources. Dealow.com does not guarantee the accuracy and completeness of this data and makes no representation or warranty, express or implied about the accuracy or completeness of this data. Data excludes public company issuers, issuers ling with the SEC as pooled investment funds, or issuers ling for an indenite amount of securities to be sold. Sector classications are based on the Global Industry Classication Standard (GICS) and do not take into account issuers addressing multiple sectors. Dealflow.com/newsletter 2013 Dealflow.com 27

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