FastForward Innovations Ltd
("FastForward" or the "Company")
SAFE Agreement with Factom, Inc.
Option to advance up to additional
The Board of AIM-traded FastForward Innovations Limited Company is pleased to announce that it has today executed a Simple Agreement for Future Equity ("SAFE Agreement") with investee company, Factom, Inc. ("Factom") under the terms of which the Company has advanced
The Initial Safe Advance will be funded from existing cash resources, as well as part of the funding available to the Company following a
The funds invested will, among other things, be used to expand Factom's US engineering team to deliver two critical processes prior to its proposed Series B fundraising: 1) build the Software-as-a-Service (SaaS) platform to be efficient and responsive to scale customer growth, and 2) accelerate the product roadmap to deliver more product features and increase revenues. In addition, Factom intends to use funds to increase the company's proprietary patent pool from 14 to 20+ US patents, build a stronger enterprise marketing and sales team, and invest in tooling needed to scale customer operations and minimize back office overhead.
Commenting on the SAFE Agreement terms Lorne Abony, FastForward's Chief Executive Officer, noted:
Paul Snow, CEO at Factom, was delighted to secure FastForward's support:
"We are delighted to close the SAFE Agreement with FastForward. We are based in
Jim Mellon, Chairman of FastForward praised the work Factom is doing and the enormous potential of the blockchain industry:
"Blockchain is a technology with enormous potential and we have great confidence, along with many other industry advocates, that Factom is at the forefront of this hugely disruptive space. Tim Draper of Draper Associates, the high-profile tech venture capital firm which led Factom's Series A round, remarked in Cointelegraph in November 2016 that the Factom team has the opportunity and the potential to build a company greater than Oracle and Palantir and IBM combined - we share that view. FFWD's strategy is centered around identifying the highest quality management teams in the sectors we invest in; we consider Factom's team second to none in the industry and their technology at the very forefront of the disruption that is already taking place in the financial services sector. As Lorne Abony recently stated, FFWD continues to look at opportunities that complement our positions in Factom and Vogogo and the Board remains of the view that Blockchain provides a real opportunity to deliver value growth for our shareholders.
Lastly, I would like to thank Lorne for his generosity advancing the
About Factom Inc.
Factom's software, a Blockchain as a Service (BaaS) model, allows enterprise companies, SMBs, and Government organizations to maintain a permanent and immutable, time-stamped record of their data, creating SmartProvenance™ capable of proving the negative case using identity, ownership and time, all tied to the Factom blockchain. Factom's BaaS reduces the cost and complexity of conducting audits, managing records, sharing data across companies, supply chain management and complying with government regulations. Factom also utilizes a unique two-token model to secure data with better integrity, security and a stable cost model not affected by cryptocurrency fluctuations and eliminates cryptocurrencies for its customers needed by other blockchains to operate.
Factom's BaaS platform uses powerful application programming interfaces (APIs) that are easily integrated into customer environments without the need for custom code development. Factom is developing a robust revenue model that will continue allowing customers to plan and scale their businesses with a predictable cost model as new features are designed. By using a BaaS business structure, Factom begins generating revenue early and allows for metrics driven management and efficient customer growth,
Factom's series A funding (completed in March 2017) was led by Tim Draper of Draper Associates, along with Medici Ventures (the VC arm of Overstock.com) and Stewart Title along with other strong VCs, who assisted in closing a strong mix of top institutional and strategic investors in a round raising approximately
During 2018, Factom announced a number of partnerships including with FPT Software, a company based in
Current and former clients of Factom include the Department of Homeland Security and IPRD Solutions, Inc. and a grant from the Bill and Melinda Gates Foundation in 2017. Factom also works with a number of banking, financial services and insurance industry clients. Factom was the first US company to sign a BaaS contract in
As at 31 March 2018, Factom had gross assets of
Details of the SAFE Agreement
Under the terms of the SAFE Agreement the Company has advanced
- in the event Factom completes a qualified financing pursuant to the terms of the SAFE Agreement prior to the 12-month anniversary of the SAFE Agreement (the "Long-Stop Date") the amount advanced (the "Purchase Amount") shall be converted to the class of shares issued by Factom in such financing at a 25 percent discount to the relevant issue price of such preferred stock financing;
- if Factom fails to complete a financing, then the Purchase Amount will be converted to shares of a new series of preferred stock at a default price per share on the terms set forth in the SAFE agreement;
- the SAFE Agreement includes certain situations where the Long-Stop Date can be extended by 90 days to finalize and close definitive transaction documents;
- in the event of a liquidity event prior to the Long-Stop Date the Company can elect to receive a cash payment equal to the Purchase Amount or Common Stock of Factom at a price equal to 75% of the price of the liquidity event (for example a sale or merger); and
- the SAFE Agreement contains customary representations and warranties from each party.
NOTHING IN THIS PRESS RELEASE IS INTENDED TO CONSTITUTE AN OFFER FOR THE SALE OF SECURITIES AND ALL TERMS HEREIN ARE PROVIDED ONLY AS SUMMARISED INFORMATION. THE ACTUAL TERMS OF THE SAFE AGREEMENT SUPERSEDE ALL INFORMATION PROVIDED HEREIN.
Details of the Abony Loan
The Abony Loan was advanced at the request of the Company and the terms of the Abony Loan were approved by the Company's independent directors for the purposes of the transaction, being Mr Mellon, Mr Burns and Mr McDermott. The size of the Abony Loan meant that the transaction did not constitute a related party transaction under the AIM Rules. A summary of the terms of the Abony Loan are set out below:
· 12 month repayment term;
· annual interest rate of 7 per cent.;
· accelerated repayment if Company completes a debt or equity fundraising realising gross proceeds of greater than
· standard events of default and warranties from both parties.
For further information on the Company please visit www.fstfwd.co or contact:
FastForward Innovations Limited
Sue Saunders / Ian Burns
Beaumont Cornish Limited (Nomad)
James Biddle / Roland Cornish
Tel: +44 207 628 3396
Optiva Securities Limited (Broker)
Graham Dickson Tel: +44 (0) 203 137 1902
The AIM Market of London Stock Exchange plc does not accept responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. All statements, other than statements of historical fact, in this news release are forward-looking statements that involve various risks and uncertainties, including, without limitation, statements regarding potential values, the future plans and objectives of FastForward Innovations Ltd and the future plans and objectives of Factom, Inc. There can be no assurance that such statements will prove to be accurate, achievable or recognizable in the near term.
Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral forward-looking statements are based on the estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Neither FastForward Innovations nor Factom, Inc. assumes any obligation to update forward-looking statements should circumstances or management's estimates or opinions change.