Craft Poker Co.
Founded in 2019, incorporated in Nevada in 2022, Craft Poker Co. (CPC) is a C Corporation.
Ownership
There are 15,750 shares of common stock. All are owned by Clifford Matthews.
There are 2,530 shares of Series A Preferred Stock:
| Shares | Shareholder |
|---|---|
| 1,200 | Bill Savage |
| 750 | Lee Ward |
| 300 | Charles Haynes |
| 40 | Anonymous BARGEr #1 |
| 200 | Anonymous BARGEr #2 |
| 40 | Anonymous BARGEr #3 |
An additional 1,520 shares of Series A Preferred Stock have been authorized to be sold to accredited investors and through the Title3Funds Equity Crowdfunding Portal.
Series A Preferred shares come with a liquidity preference. Should CPC or CPC's software be sold without conversion, the net of the sale is split in half, with one half going to the Series A Preferred Shareholders pro-rata and the other half going to the common stock shareholders pro-rata1.
Conversion happens only if at least one million dollars is raised at a pre-investment valuation of ten million dollars ($10MM) or more, or if the sale price is itself ten million dollars or more.
| Authorized Series A Preferred | 4,050 |
| Outstanding Series A Preferred Shares | 2,530 |
| Available Series A Preferred for Sale | 1,520 |
| Minimum Series A Preferred Sale | 100 |
| Outstanding Common Shares | 15,750 |
| Post Conversion Minimum Shares | 18,380 |
| Post Conversion Maximum Shares | 19,800 |
With a sale price of $175 per Series A Preferred Share, the following are amounts are restatements of the above information.
| Price per Series A Preferred Share | $175 |
| Pre-Overhead Min Raise | $17,500 |
| Pre-Overhead Full Raise | $266,000 |
| Minimum Break-Even | $920,500 |
| Full Raise Break-Even | $1,417,500 |
| Minimum pre-investment | |
| Conversion Valuation | $10,000,000 |
Should conversion occur, the minimum value of each Series A Preffered Share would be $10MM / 19,800 = $505.05, which is 2.88 times $175.
Were CPC sold for less than $10MM, each Series A Preffered Share would be worth at least2 the net of the sale divided by 8,100, so a $1,417,500 net would be break-even, where a $3MM sale would return $370 per share.
Another way of saying that is that Cliff gets half of the proceeds and the other half is split amongst the Series A Preferred Shareholders. The liquidity preference, along with many other terms are provided in the Series A Preferred Stock Purchase Agreement.
The figure here assumes all 1,520 Series A Preferred Shares have been sold. Were CPC to be sold with fewer than 1,520 Series A Preferred Shares sold, the value per share of the shares that were sold would be higher.