WASHINGTON CROWDFUNDING FORM
INDIECOIN-TUT GP
A General Partnership of The Underground Theater Guild (“TUT”), Automated Art LLC (“INDIECOIN”), and Indie DAO LLC
The Offering
Type of securities offered:
☐Common stock
☐Preferred stock
☐LLC Membership Interests
☐Limited Partnership Interests
☐Convertible Debt
☒Other (specify):
Equity Tokens: INDIECOIN-TUT
Price per security: $1
Sales Commission, if any: N/A
Offering Amount: Minimum: $20,000
Maximum: $500,000
The minimum offering deadline in this offering is: 12/31/2025
Note: The issuer must establish a minimum amount of securities that must be sold before the issuer may use the proceeds of the offering. In addition, the aggregate purchase price of all securities sold by an issuer under RCW 21.20.880 must not exceed $1 million during any twelve-month period.
Principal Place of Business
Street Address Line 1: 600 1st Avenue, #104
Street Address Line 2: c/o RYCO
City: State: ZIP/Postal Code:
Seattle Washington 98104
Website: https://indiecoin-tut.indiecoin.io
Phone: 805-931-6055
Person to Contact at the Company with respect to the Offering
Last Name: First Name: Title:
Armstrong Ryan INDIECOIN CEO
Firm Name: INDIECOIN
Street Address Line 1: 600 1st Avenue, #104
Street Address Line 2: c/o RYCO
City: State: ZIP/Postal Code:
Seattle Washington 98104
Phone: Fax:
206-949-1228 N/A
E-mail: hello@indiecoin.tech
Investment in a small business is often risky. You should not invest any funds in this offering unless you can afford to lose your entire investment. See Item 1 for a discussion of the risk factors that management believes present the most substantial risks to you.
The date of this Disclosure Document is: 12/2/2024
TABLE OF CONTENTS
DESCRIPTION OF SECURITIES OFFERED
HOW THE SECURITIES WILL BE OFFERED AND SOLD
OUTSTANDING SECURITIES AND PRINCIPAL SHAREHOLDERS
Prior Experience of Management
Insolvency Proceedings of Management and Key Persons
Arrangements with Officers, Directors, Managers, and Key Persons
SELECTED FINANCIAL INFORMATION
MANAGEMENT RELATIONSHIPS AND TRANSACTIONS
You should consider the terms and risks of this offering before you invest. No government regulator is recommending these securities. No government regulator has verified that this document is accurate or determined that it is adequate. It is a crime for anyone to tell you differently.
The Company has included in this Disclosure Document all of its representations about this offering. If anyone gives you more or different information, you should ignore it. You should carefully review and rely only on the information in this Disclosure Document in making an investment decision.
RISK FACTORS
1. The following is a summary of all the risks that apply to the Company and/or this offering. Only those items that are checked or included in the Other Risks section apply to this offering. You should carefully consider these risks prior to investing in this offering.
Operating History
☒ The Company has limited or no operating history. As a new enterprise, the Company is likely to be subject to risks the management has not anticipated.
☒ Because the Company has been operating for only a short period of time, it has produced little or no profit. There is no assurance that it will ever produce a profit.
☒ You may lose your entire investment. You should not invest in this offering unless you can afford the loss of your entire investment.
Limited Resources/Losses
☐ The Company has limited resources and will not be able to continue operating without the proceeds from this offering. It is possible that the proceeds from this offering and other resources may not be sufficient for the Company to continue to finance operations.
☒ The Company expects to continue to experience losses from operations and we cannot predict when or if the Company will become profitable. If the Company achieves profitability, it may not be sustainable.
☒ The Company’s partners have incurred losses since inception and may incur future losses. The Partners have not yet generated a profit from operations. As of the date of the most recent financial statements, the Company’s partner companies had an accumulated deficit of $22,195
Competition
☒ The Company operates in a highly technical industry, which is characterized by frequent introductions of new products and services into the market. The Company’s success will depend, in part, on our ability to improve the present products and/or services, to develop new products and/or services, and to provide necessary services and support.
☐ A large number of enterprises provide products or services similar to the Company’s. The Company will be competing with established businesses that have an operating history, and greater financial resources, management experience and market share than the Company. There can be no assurance that the Company will be able to compete or capture adequate market share. The Company may not be profitable if it cannot compete successfully with other businesses.
Key Persons
☒ The Company’s success depends substantially on the services of a small number of individuals. The Company may be harmed if it loses the services of these people and it is not able to attract and retain qualified replacements.
☒ The Company’s officers, directors, managers, and/or key persons will continue to have substantial ownership and control over the Company after the offering.
☒ The Company does not maintain key person life insurance on those individuals on whom the Company’s success depends. The loss of any of these individuals could have a substantial negative impact on the Company and your investment.
Inexperienced Management
☒ None of the Company’s officers, directors, and/or managers has managed a company in this industry. The Company’s ability to operate successfully may depend on its ability to attract and retain qualified personnel, who may be in great demand.
☐ None of the Company’s officers, directors, and/or managers has experience in managing a development stage enterprise.
Past Failures
☐ Prior to organizing the Company, one or more of the Company’s officers, directors, and/or managers operated a business in which shareholders lost part or all of their investment. The Company’s ability to operate successfully may depend on its officers, directors, and/or managers to succeed where they have failed before.
Government Regulation
☒ The Company must comply with local, state and federal rules and regulations. If the Company fails to comply with a rule or regulation it may be subject to fines, or other penalties, or its permit or license may be lost or suspended. The Company may have to stop operating and the investors may lose their entire investment.
Dilution
☒ The price of a share in this offering is significantly higher than the book value of the securities. Investors participating in this offering will incur immediate and substantial dilution of the book value of their investment.
☐ To the extent outstanding options or warrants to purchase securities are exercised, new investors will incur further dilution of the book value of their investment.
☐ There are no limits in place to restrict the Company’s ability to issue securities in the future. If the Company issues additional securities, investors participating in this offering may experience further dilution of the value of their investment.
No Existing Market
☒ Because there is no market for the Company’s securities, you may not be able to sell your securities or recover any part of your investment. You should not invest unless you can afford to hold your investment indefinitely.
Offering Price
☒ The offering price of Company securities has been arbitrarily set and accordingly should not be considered an indication of the actual value of the Company.
“Best-efforts” Offering
☒ The Company is offering these securities on a “best-efforts” basis. The Company has not contracted with an underwriter, placement agent, or other person to purchase or sell all, or a portion of our securities and there is no assurance that we can sell all or any of the securities.
Lack of Investor Control
☒ The Company’s officers, directors, managers, and/or key persons will continue to have substantial control over the Company after the offering. As such, you may have little or no ability to influence the affairs of the Company.
Other Risks:
Governmental regulations imposed on blockchain crowdfunding in the future are uncertain and may have an impact on the business plan of INDIECOIN-TUT GP, d/b/a INDIECOIN-TUT, resulting in losses.
The platform supporting INDIECOIN-TUT may be dependent on third party companies and technologies that are constantly changing and whose future survival is uncertain, potentially impacting the functionality of the platform.
Usually, crypto and blockchain-based token databases (“web3-based” internet technologies) carry the risk of loss of value due to: coding errors or vulnerabilities in smart contracts, hacking, malware, viruses, or even development of future technologies such as quantum computing where it may eventually be possible to defeat the security of blockchain systems. While the platform supporting INDIECOIN-TUT is subject to these same risks, the actual equity value underlying the tokens is stored in US dollars in traditional bank accounts. If the blockchain becomes compromised, it may be possible through upgrades or replacement of the compromised smart contract to restore the cap table and legitimate ledger transactions without any loss of equity, mitigating the risks of a compromised blockchain; however, these risks could result in losses nonetheless.
INDIECOIN-TUT may implement automated processes or functionality transferring funds out of bank accounts (“web2-based” internet technologies). These are subject to the risks of coding errors, hacking, malware, or viruses and may result in loss of equity value.
The schedule of TUT productions planned for 2025-26 (see below under Item #3) may change due to unforeseen circumstances, negatively affecting the Partnership’s ability to generate revenue.
THE BUSINESS
2. Business of the Company:
The Company (also hereinafter “Partnership”) is a Washington State general partnership consisting of 3 partner companies including: The Underground Theater Guild (d/b/a “TUT”), a Washington State non-profit corporation; Automated Art LLC (d/b/a “INDIECOIN”), a Washington State LLC; and Indie DAO LLC, a Wyoming DAO LLC (i.e. the “DAO”). The Partnership is formed for the purpose of funding and monetizing forthcoming theatrical productions, performances, and related media developed by partner company TUT ( https://underground.theater) of Seattle, Washington.
Partner company INDIECOIN ( https://indiecoin.io ) is providing a website sub-domain (https://indiecoin-tut.indiecoin.io) for use as a funding portal by the Partnership, and will manage incoming revenue from both ticket sales and a marketplace potentially providing media related to the productions (including audio/video, images, and animations), NFTs, and merchandise. INDIECOIN will utilize the Partnership as a testbed for proprietary software and processes that it plans to provide as services for any future theatrical and media projects nationwide. Future plans may include expansion of the platform in order to integrate trading of potential offerings through a registered broker-dealer.
Wyoming is one of only a handful of states that allows the formation of a Decentralized Autonomous Organization, or DAO, to be formed around a blockchain “smart contract” as a Limited Liability Company. Partner company Indie DAO LLC was formed to initially track INDIECOIN-TUT token transactions between token holder accounts, while the INDIECOIN website sub-domain for INDIECOIN-TUT allows subscribers of this offering to easily establish accounts on the blockchain and to manage their holdings. As Chief Executive Member of the DAO, Keith Schindler is responsible for creating and maintaining the smart contract of the DAO, within the constraints of the DAO’s operating agreement (see Exhibit II-C, Operating Agreement, Exhibit 3).
With the smart contract operating as a true DAO, the Partnership will allow token holders to have full control over their share of equity assets with respect to when and how much is to be liquidated or to be traded (within the limitations set forth below under “Transfer Restrictions” following Question # 22.) Thus, neither the Partnership nor any of the partner companies will function as an investment company since there will be no centralized management making investment decisions regarding token holders’ equity. Please note that there are no details for any future offerings that can be provided at the time of this disclosure, and there can be no guarantees that they will ever occur.
TUT had previously developed and premiered its first production on April 18, 2024, with the play “Brown Bodies on a Blue Earth” produced on a budget of less than $15,000. The play utilized an “immersive” set built inside of an art gallery, with variable seat occupancy up to 100 seats. There were a total of 14 performances between April 18 and May 12, 2024. Ticket prices ranged from a limited number of TeenTix rush tickets for students and young people starting at $5.99 to premium tickets sold for as much as $59.99 offering preferential seating. The average ticket price was $29.99 and the median ticket price over all of these performances was $39.00.
INDIECOIN acted as the ticketing agent, managing incoming revenue and developing accounting methodologies that are planned to be automated by the end of the first quarter of 2025. The production generated over $9,000 in gross revenue over all performances through May 12, 2024. INDIECOIN received booking fees totaling $462.32 charged as part of each ticket transaction. All revenue from these performances has been utilized for payment of expenses by TUT and INDIECOIN with no revenue share going into the Token Equity account of the current offering since no revenue sharing agreements had been executed at the time.
3. How the Company plans to carry out its activities:
TUT has secured a lease for office space at 600 1st Avenue in the Pioneer Square area of downtown Seattle, including rehearsal space and the ability to rent the lobby of the building for performances. INDIECOIN and INDIECOIN-TUT GP are also headquartered in this space at the time of this disclosure. TUT also plans performances in other areas in and around Seattle, depending upon the level of proceeds from this offering and other potential funding from grants, contributions, revenue, etc.
Details of the productions for the upcoming 2025-2026 season are included in Exhibit “E” of the attached INDIECOIN-TUT GP Partnership Agreement (see Exhibit III of this disclosure). As of the date of this disclosure, the plans (subject to change pending licensing and other issues that may arise) include:
PRODUCTIONS PLANNED FOR 2025
Show #1: Play - AROUND THE WORLD IN LESS THAN 80 DAYS by David A. Natale
Playing 4-5 weekends in Q1 to Q2 2025
Licensing secured (10% share of Box Office for licensing)
Show #2: Musical
Playing 4-5 weekends in Q2 to Q3 2025
Show #3: Play
Playing 4-5 weekends in Q3 to Q4 2025
DEVELOPMENTAL WORKSHOPS FOR 2026 (R&D)
Includes development of at least one show as a Musical or Play
Assuming that only the minimum offering amount of $20,000 is raised from this offering, then a minimal production (involving minimal expenses) of Show #1 will be produced for performances tentatively scheduled in Q1 to Q2 of 2025, depending on when the release of proceeds from the offering occurs. Assuming that the maximum amount of $500,000 is raised from this offering, there will be a minimum of 3 productions tentatively planned in 2025, with performances over 4 to 6 weekends for each production, plus a $50,000 budget allocated for R&D involving developmental workshops for productions in 2026.
TOKEN EQUITY AND INTRINSIC VALUE
A portion of ticket sales from the above mentioned Productions will be deposited into a bank account maintained by INDIECOIN called the “Token Equity Pool” account, but only after the minimum offering proceeds of $20,000 have been raised and released to the Partnership. (The offering proceeds will be deposited into a separate account called “Proceeds.”)
Transfer of funds out of the Token Equity Pool account will be determined solely by the DAO, based on actions taken by INDIECOIN-TUT token holders through the token Portal (see below). Basically, every holder of INDIECOIN-TUT tokens will control their share of the Token Equity Pool account balance, and may cash out part or all of their share by selling tokens back to the Partnership at the then current “Intrinsic Value.”
The Intrinsic Value of 1.00 (quantity of one) INDIECOIN-TUT token is defined as the total Token Equity Pool account balance divided by the total number of outstanding INDIECOIN-TUT tokens currently held. The Intrinsic Value of a token holder’s account balance is then calculated to be the total amount of tokens held in the account multiplied by the Intrinsic Value of a single token. The Intrinsic Value may fluctuate during the offering period and is not guaranteed to generate a profit for the token holder.
When tokens are sold back to the Issuer (liquidated) they are then “burned” or destroyed by the DAO as the corresponding share of cash is transferred to the token seller from the Token Equity Pool account. The liquidation of tokens will have no effect on the Intrinsic Value in the short term, and there will always be sufficient cash funds available for token liquidation, due to the way Intrinsic Value is defined.
When tokens are purchased from the Issuer in this offering (up to a maximum of $500,000 in offering proceeds) the DAO will “mint” or create tokens deposited into the token purchaser’s blockchain account. This will have the effect of diluting the token equity pool, causing the Intrinsic Value to drop immediately in the short term. However, the additional funds raised will be used to fund productions that may, potentially, generate additional revenue and sales in the long term.
The Intrinsic Value will be $0 until funds begin depositing into the Token Equity Pool account, and funds will not begin depositing into the account until after the minimum offering proceeds of $20,000 are raised from this offering and deposited into the Proceeds account. If the minimum offering amount of $20,000 cannot be raised by the minimum offering deadline, then any funds invested will be returned to investors and tokens will have no value whatsoever and will be destroyed.
The price of INDIECOIN-TUT tokens sold by the Issuer in this offering is set at $1 per token, with a minimum purchase of 25 tokens. If the token Intrinsic Value reaches or exceeds $1 per token, then this will trigger a “Break Even” condition where tokens will no longer be sold by the Issuer. Token holders may continue to see an increase in token Intrinsic Value following the Break Even point, as described below.
REVENUE / PROFIT SHARE AND THE BREAK EVEN TRIGGER
Proceeds from the sale of INDIECOIN-TUT tokens will initially be held in a separate escrow account until the minimum offering amount of $20,000 is raised and proceed funds are then released and deposited into the Proceeds bank account. Any revenue or profit share funds from ticketing or other sales may then begin depositing into the Token Equity Pool account.
100% of “Net Revenue from ticket sales” and 100% of “Net Profit from Marketplace sales” (see definitions below) will, then, begin depositing into the Token Equity Pool account, up until the Break Even point where the token Intrinsic Value may reach $1 per token and tokens will then no longer be sold by the Issuer.
Following the Break Even point, the percentage of Net Revenue from further ticket sales and Net Profit from further Marketplace sales deposited into the Token Equity Pool account will be reduced according to the schedule shown below.
When the Break Even condition is triggered, the Token Equity Pool Account will receive a percentage of Net Revenue from ticket sales and Net Profit from Marketplace sales that is pro-rated based on the offering amount raised at that point in time, according to the following schedule:
INDIECOIN-TUT Revenue / Profit Share
after the Break Even Point
Minimum offering raised of $20,000
10%
Maximum offering raised of $500,000
25%
(These percentages are only in effect through 12/31/2025)
For example, once $100,000 is raised from the offering, then the Token Equity Pool revenue share, after Break Even, will be: (((25 - 10)% / (500,000 - 20,000)) x (100,000 - 20,000)) + 10% = 12.5% of Net Revenue/Profit.
When and if $300,000 is raised from the offering, then the Token Equity Pool revenue share at that time, and after Break Even, will be: (((25 - 10)% / (500,000 - 20,000)) x (300,000 - 20,000)) + 10% = 18.75% of Net Revenue/Profit.
“Net Revenue from ticket sales” is defined as the gross box office receipts from ticket sales from performances of the above mentioned Productions, with any sales tax, booking fees, and/or banking fees charged per ticket order deducted upon purchase, as well as any required revenue shares or fees for licensing the IP of a given production subtracted.
“Net Profit from Marketplace sales” is defined as the gross receipts from sales of any NFTs, media, or merchandise related to the above mentioned Productions (also see the description below of the Online Marketplace), with any sales tax, banking fees, cost of goods sold, or other expenses directly related to the Marketplace items deducted. These expenses will be clearly documented on financial statements provided in an annual report.
Net Revenue from ticket sales and Net Profit from Marketplace sales together will be defined collectively as “Net Sales.”
Revenue and profit share from Net Sales will continue to be deposited into the Token Equity Pool account up until the time that performances of the above mentioned Productions are completed and items related to the Productions are no longer available to be sold in the online Marketplace.
Token Equity Pool deposits will end no later than 12/31/2025, unless sufficient funding is raised from this offering for the Developmental Workshop for 2026, allowing it to be held and to develop at least one show (play and/or musical) to be produced within the following 5 years. In this case, 10% of revenue and profit share from Net Sales will continue to be deposited into the Token Equity Pool account from performances, within the state of Washington, of TUT productions of plays and/or musicals between 1/1/2026 to 12/31/2030. Net profit of Marketplace sales over the period of 1/1/2026 to 12/31/2030 (included in the definition of “Net Sales”) must be from Marketplace items related to these productions, and may only be available for a limited time following the final performance of any given related production.
Once deposits into the Token Equity pool account are finalized, token account holders will be contacted by email to redeem their holdings.
ONLINE MARKETPLACE / OFFERING PORTAL
INDIECOIN will plan to provide an online marketplace (the “Marketplace”) accessible through the https://indiecoin-tut.indiecoin.io portal (“Portal”) to sell NFTs, media, and merchandise marketed primarily via email toward members signed up through the portal, INDIECOIN-TUT token holders, and ticket buyers of previous TUT performances held in Seattle and surrounding areas.
Beta testing of the Marketplace will begin during the 4th Quarter of 2024 and is planned to be fully functional during the first Quarter of 2025. Visitors to the portal website will be able to register as “Portal Members” with their full name, email address, and optional cell phone number and will be sent a one-time passcode to register or sign in to a blockchain smart wallet. Signing in will give Portal Members seamless access to the Marketplace as well as access to view this disclosure and subscribe to the INDIECOIN-TUT offering. When and if the minimum offering amount is reached, Portal Members who are token holders will be able to view the Intrinsic Value of their token holdings, as well as current status information about this offering.
Visitors to the Portal will be able to register as “Patrons” of TUT in order to receive email notifications of upcoming events and items available through the Marketplace. Registration will include their name, cell phone number (optional), and email addresses that can be used for advertising this offering.
Subscribers to this offering and Patrons will receive email updates on the status of the offering and funding of productions, including a notification when the minimum offering proceeds have been raised and released to the Partnership, a notification when the Break Even point has been triggered, and notification when deposits to the Token Equity Pool account have been finalized and tokens should then be redeemed.
INDIECOIN OPERATIONS
INDIECOIN will be utilizing existing internet APIs of the online ticketing provider, credit card payment processing provider, and online banking service to automate revenue processing as much as is feasible. Automation is targeted for completion by the end of the first quarter of 2025, with some manual processing performed in the meantime. Software utilizing web3 JavaScript and TypeScript libraries will allow the DAO’s smart contract to update the Intrinsic Value of INDIECOIN-TUT tokens based on the Token Equity Pool account balance, allowing token holders to monitor the token’s Intrinsic Value.
INDIECOIN will receive booking fees according to the schedule of Exhibit “A” of the General Partnership Agreement (see Exhibit III). STRIPE credit card processing fees are currently $0.30 + 2.9% of each transaction.
INDIECOIN has developed a funding portal, utilizing third-party tools to easily generate blockchain accounts on the POLYGON public blockchain network with email or cell phone login authorization. The interface will also provide controls to request “minting” INDIECOIN-TUT tokens (upon managerial approval of the Subscription Agreement - see Exhibit IV) and viewing the token holder’s balance of tokens along with the US dollar amount of the Intrinsic Value of that balance. This funding portal is operational at the INDIECOIN-TUT subdomain: https://indiecoin-tut.indiecoin.io
Token holders will not lay claim to ownership of any property of the Partnership or partner companies other than a proportionate share of the Token Equity Pool cash balance that may be liquidated by selling tokens back to the Partnership, where the liquidated tokens will then be immediately “burned” (discarded). The “proportionate share” will be the number of tokens held in a token holder account divided by the total number of outstanding tokens held by token holders. Once the minimum offering amount is raised and released to the Partnership, token holders will be able to liquidate tokens, valued at the then current Intrinsic Value, through their portal account user-interface by securely submitting the desired amount of tokens held to be liquidated, and providing the desired ACH bank account or mailing address to send a bank check, in order to receive their proportionate share of funds from the Token Equity Pool account.
A preliminary smart contract has been legally registered on the POLYGON public blockchain with the state of Wyoming for the Indie DAO LLC (see Exhibit II-C, Formation Document, Articles of Organization). The smart contract is upgradeable with 3 levels of security including: a service providing state-of-the-art smart contract deployment, upgrade, and monitoring capabilities; a multi-signature “SAFE” providing secure access to this service; and cold wallet technology providing access to the SAFE that is recoverable with a 24-word recovery phrase.
The DAO’s smart contract may also be replaced by amending the DAO LLC registration with a different smart contract address, should that ever become necessary. “All smart contracts utilized by a decentralized autonomous organization shall be capable of being updated, modified or otherwise upgraded” under Wyoming Statutes (DAO Supplement) 17-31-109.
The smart contract is derived from a “tokenized vault” ERC (Ethereum Request for Comments) standard that has been thoroughly vetted for use with EVM (Ethereum Virtual Machine) blockchains such as POLYGON.
4. Operations: The Company (select all that apply):
☐ has never conducted operations.
☒ is in the development stage.
☐ is currently conducting operations.
☐ has shown a profit in the last fiscal year.
5. Jurisdiction: Is the issuer an entity organized and doing business in the state of Washington?
☒ Yes ☐ No
6. Date of incorporation/formation: December 1, 2024
7. Fiscal Year End (Month and Day): December 31
8. Suppliers: The Company (select all that apply):
☐ has major supply contracts.
☒ is currently or expects to be dependent upon a limited number of suppliers.
☐ has no suppliers.
Squarespace, Google and Vercel provide the website, web portal, and full stack cloud capabilities.
Polygon Labs provides the public POLYGON blockchain for INDIECOIN-TUT token accounts.
TicketTailor and Stripe provide ticketing and merchant accounts.
Mercury.com provides financial services.
NOW CFO provides accounting services.
9. Customer sales and orders: The Partnership's partner companies (select all that apply):
☐ has major sales contracts.
☒ has had sales of products or services in the last 12 months.
☐ has had or anticipates having sales that are seasonal or cyclical.
☐ has had or anticipates having foreign sales.
☐ has a single customer or a limited number of customers that account(s) for a major portion of the Company’ sales.
☐ has not yet had sales.
TUT has generated $12,227.48 in gross revenue in the last 12 months and INDIECOIN has generated $644.77 in gross revenue in the last 12 months.
Competition:
This type of equity token service for theatrical productions is very new and unique, particularly for the Washington area, and there are no known competitors.
10. Marketing:
A reporter at The Seattle Times named Gemma Wilson has published an “Arts Spotlight” article featuring The Underground Theater and describing its first stage play production.
Press releases have been prepared announcing the Partnership and a more technical press release discussing the actual INDIECOIN-TUT offering will be planned once the offering is underway.
CEO of INDIECOIN Ry Armstrong is developing a “plushie” mascot character and personality for use on social media for INDIECOIN, based on its logo, to create a nerdy looking lowercase “i” named “io”. This will help for a more human marketing approach that can allow us to expand the scope of crowdfunding reach.
Social media and online advertising will include links to the funding portal, the Marketplace (described above under Question 3), and the ticketing box office for scheduled events. Print ads and posters will include QR codes providing similar links for mobile devices.
Email addresses, (including names and physical addresses) were collected from over 300 ticket orders for TUT events this year and will be utilized in email campaigns promoting this offering and advertising of future events.
11. Employees:
Number of current employees: 3
Expected number of additional employees within the next 12 months: 1-3
12. Properties: The Company (select all that apply):
☐ owns or leases buildings/real estate.
☐ owns or leases equipment or other assets.
☐ owns or leases intangible property, such as patents, licenses, copyrights, trademarks, etc.
☒ has no property.
The INDIECOIN-TUT General Partnership does not lease office space nor does it have any licenses; however, the partner companies lease or license the following properties:
TUT currently leases office space at 600 1st Avenue, Suite #104, Seattle, Washington.
INDIECOIN will be granted a perpetual, non-exclusive license in the use of the “INDIECOIN” service mark, currently under pending registration by the principals of INDIECOIN.
INDIECOIN is also granted a perpetual, non-exclusive license in patented and patent-pending technology assigned to its inventor: INDIECOIN’s CTO Keith William Schindler, for use in the fields of the arts and entertainment. This includes USPTO Patent No. 10,891,613 and the trade secrets of USPTO Patent Application 16/289,676. This license was granted as a contribution in the founding of INDIECOIN as specified in Attachment “A” of its Amended Operating Agreement. (Exhibit II-B)
13. Research and Development: The Company (select all that apply):
☐ has expended funds on research and development in the last 12 months.
☐ expects to expend funds on research and development in the next 12 months.
Software R&D will be conducted by INDIECOIN’s CTO Keith Schindler, with future development planned by a separate entity yet to be formed by Schindler.
14. Governmental Regulation (select all that apply):
☒ The Company and/or its products are subject to material regulation by a government agency.
☒ The Company is required to have a license or permit (other than organizational licenses) to conduct business.
☐ The Company has obtained any required licenses or permits to conduct business.
The Securities Act of 1933 requires that the offer or sale of securities must be registered or conducted in compliance with an exemption from registration. In order to be able to raise capital under Washington’s crowdfunding exemption, the company must be able to establish that the offering qualifies for one of two federal exemptions from registration: (1) the federal exemption from registration under Section 3(a)(11) of the Securities Act of 1933 and Rule 147 adopted thereunder; or (2) federal Rule 147A.
The Partnership will avoid charging any fees for services that are directly or indirectly connected with the size or dollar amount of the offering, contingent on the success of the offering, constitute commissions related to sale of the securities, or reflect some other arrangement that constitutes “transaction-related” compensation, in order to avoid triggering any SEC broker-dealer registration requirements.
The Partnership and partner companies will avoid acting as a “money transmitter” as defined under Federal Title 31 CFR 1010.100(ff) by partnering with exempted or licensed banks, credit card services, or other third party services to execute cash transactions, and does not utilize any form of cryptocurrency to directly transfer value between accounts. The treatment of INDIECOIN-TUT tokens purely as securities at all times excludes their treatment as anything else. Additionally, Washington state rule RCW 19.230.020(f) allows for exemption as a money transmitter provided the Partnership only operates its funding portal under Federal Jobs Act exemption regulations, including federal Rules 147/147A.
15. Company Organization: The Company (select all that apply):
☐ has had a stock split, dividend, recapitalization, merger/acquisition, spin-off, or reorganization.
☐ has a pending or anticipated stock split, dividend, recapitalization, merger, acquisition, spin-off, or reorganization.
☒ has a parent, subsidiary, or affiliate.
INDIECOIN-TUT GP is a partnership of three (3) partner companies: The Underground Theater Guild (TUT), Automated Art LLC (d/b/a INDIECOIN), and Indie DAO LLC (see Exhibit III). Overlapping management includes:
Ryan Armstrong as the Creative Director of TUT, as well as CEO of INDIECOIN and a Managing Member of Indie DAO LLC.
Keith Schindler is the Chair and CTO of INDIECOIN, the Chief Executive Member of Indie DAO LLC, and the acting Treasurer for TUT.
IMPOUND OF OFFERING PROCEEDS
16. The Company must raise and place in an impound account $20,000 before the Company can receive and use the offering proceeds. If the company does not raise the minimum offering amount by 12/31/2025 all funds will be returned to investors.
The impound account will be located at:
Wells Fargo (IOLTA), 420 Montgomery St., San Francisco, CA 94104
Does the Company reserve the right to extend the impound period?
☒ Yes ☐ No
The impound period may be extended when the minimum amount of proceeds are not raised and project funding deadlines can be extended.
If the offering proceeds are returned to investors at the end of the impound period, will investors receive any interest earned on impounded funds during the impound period?
☐ Yes ☒ No
USE OF PROCEEDS
Net Proceeds
17. Show the net proceeds of the offering for the minimum and maximum offering amounts.
Description of Use |
Minimum Offering |
Maximum Offering |
Gross Proceeds from the Offering |
$20,000 |
$500,000 |
Less: Offering Expenses |
$8,000 |
$100,000 |
· Legal Fees |
$500 |
$5,000 |
· Accounting |
$1,500 |
$20,000 |
· Advertising of Offering |
$3,000 |
$10,000 |
· Buildout and Maintenance of the Offering Platform |
$2,000 |
$20,000 |
· Discharging Founders Loans/Reimbursements |
$0 |
$39,273 |
· Contingency Buffer |
$1,000 |
$5,727 |
Net Proceeds from the Offering |
$12,000 |
$400,000 |
Detailed Use of Net Proceeds
18. Provide a detailed breakdown of how the Company intends to use the net offering proceeds.
Description of Use |
Minimum Offering |
Maximum Offering |
Production Staff |
$1,200 |
$125,280 |
· Executive Staff (1-3) |
$1,200 |
$120,000 |
· Office Rent |
$0 |
$5,280 |
SHOW #1: “Around the World in Less than 80 Days” Production Costs |
$9,650 |
$43,000 |
Audition, Rehearsal, Performance: |
$650 |
$6,600 |
· Rehearsal Space Expense |
$0 |
$2,000 |
· Scripts/Scores/Binders |
$50 |
$100 |
· Performance Space |
$500 |
$2,000 |
· Performance Space Expenses · (e.g. Props & Set) |
$100 |
$2,500 |
Rehearsal and Performance Salaries: |
$7,000 |
$8,400 |
· Actors (5) |
$5,000 |
$5,000 |
· Director |
(Covered in Executive Staff) |
$1,200 |
· Production Stage Managers |
$1,200 |
$1,200 |
· Production Assistants (2) |
$800 |
$1,000 |
Advertising, Publicity, and Promotion Expenses: |
$2,000 |
$22,000 |
· Public Relations / Press Release Prep |
$300 |
$10,000 |
· Social Media - Paid Media Advertising |
$700 |
$5,000 |
· Postering / Print Advertising |
$400 |
$2,000 |
· Placement with Paid Advertising |
$600 |
$5,000 |
IP Licensing Fee: |
N/A (Deducted from Revenue) |
$6,000 |
SHOW #2: “Musical” Production Costs |
N/A |
$120,000 |
Audition, Rehearsal, Performance: |
|
$18,000 |
|
|
$2,000 |
|
|
$200 |
|
|
$10,800 |
(e.g. Props & Set) |
|
$5,000 |
IP Licensing Fee: |
|
$8,000 |
Rehearsal and Performance Salaries: |
|
$40,000 |
· Actors (8) |
|
$18,000 |
· Swings (3) |
|
$6,000 |
· Extras (7) |
|
$5,000 |
· Director |
|
$3,500 |
· Production Stage Managers |
|
$1,500 |
· Production Assistants (4) |
|
$6,000 |
Advertising, Publicity, and Promotion Expenses: |
|
$54,000 |
· Public Relations / Press Release Prep |
|
$18,000 |
· Social Media - Paid Media Advertising |
|
$20,000 |
· Postering / Print Advertising |
|
$2,000 |
· Placement with Paid Advertising |
|
$14,000 |
SHOW #3: “Play” Production Costs |
N/A |
$40,000 |
Audition, Rehearsal, Performance: |
|
$6,570 |
· Rehearsal Space Expense |
|
$2,000 |
· Scripts/Scores/Binders |
|
$70 |
· Performance Space |
|
$2,000 |
· Performance Space Expenses · (e.g. Props & Set) |
|
$2,500 |
Rehearsal and Performance Salaries: |
|
$7,200 |
· Actors (4)) |
|
$4,000 |
· Director |
|
$1,200 |
· Production Stage Managers |
|
$1,000 |
· Production Assistants (1) |
|
$1,000 |
Advertising, Publicity, and Promotion Expenses: |
|
$28,000 |
· Public Relations / Press Release Prep |
|
$15,000 |
· Social Media - Paid Media Advertising |
|
$5,000 |
· Postering / Print Advertising |
|
$2,000 |
· Placement with Paid Advertising |
|
$6,000 |
Developmental Workshops for 2026 |
N/A |
$50,000 |
· Sips & Scripts Programming |
|
$10,000 |
· Development of New Musical |
|
$20,000 |
· Development of New Play |
|
$15,000 |
· Contracting of a Dramaturg |
|
$5,000 |
General & Administrative Expenses |
$350 |
$8,000 |
· General Communications |
$0 |
$3,000 |
· Entertainment/ Meals |
$0 |
$4,000 |
· Miscellaneous & Others |
$350 |
$1,000 |
Reserve Buffer |
$800 |
$13,720 |
19. Briefly explain why the Company is conducting the offering.
To raise funding for the 2025 production season of The Underground Theater Guild following the success of its initial production, while continuing its relationship with INDIECOIN in deploying innovative and revolutionary systems including web3-based crowdfunding, automated revenue sharing, engaging patrons as long-term “micro-producers”, and monetizing follow-on IP through a web-based Marketplace.
While theatrical productions have traditionally been funded by wealthy producers or production companies that may otherwise be reluctant to invest in projects that are not considered widely popular or assured of showing significant profits, INDIECOIN and TUT will be breaking that mold by providing opportunities for average patrons and fans to, not only crowdfund, but to potentially profit from their funding by being active investors or “micro-producers”.
DESCRIPTION OF SECURITIES OFFERED
20. The securities being offered are:
☐ Common Stock
☐ Preferred Stock
☐ Limited Liability Company Membership Interests
☐ Limited Partnership Interests
☐ Convertible Debt
☒ Other (specify): Equity tokens
21. These securities have:
☐ Cumulative voting rights
☐ Other special voting rights
☐ Preemptive rights to purchase any new issue of securities
☐ Preference as to dividends or interest
☐ Restrictions on dividends or other distributions
☐ Preference upon liquidation
☐ Anti-dilution rights
☐ Conversion rights
☐ Other special rights or preferences (specify):
Purchaser Restrictions
The offering is limited to Washington residents.
The aggregate amount of securities purchased by an investor, other than an “accredited investor” as that term is defined under the Securities Act of 1933, from one or more issuers offering or selling securities under the crowdfunding exemption during the twelve-month period preceding the date of the sale, together with the securities to be sold by the issuer to the investor, may not exceed the lesser of:
a) Two thousand dollars or five percent of the annual income or net worth of the investor, whichever is greater, if either the annual income or the net worth of the investor is less than one hundred thousand dollars; or
b) Ten percent of the annual income or net worth of the investor, as applicable, up to one hundred thousand dollars, if either the annual income or net worth of the investor is one hundred thousand dollars or more.
For the purpose of determining the annual income of an investor, the annual income of an investor shall be the investor’s lowest annual net income out of the two most recently completed calendar or fiscal years, provided that the investor has a reasonable expectation of having at least that amount of net income in the current calendar or fiscal year.
For the purpose of calculating the net worth of an investor:
a) The investor’s primary residence shall not be included as an asset;
b) Indebtedness that is secured by the investor’s primary residence, up to the estimated fair market value of that primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale of securities exceeds the amount outstanding sixty days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and
c) Indebtedness that is secured by the investor’s primary residence in excess of the estimated fair market value of the primary residence shall be included as a liability.
22. Is the offering subject to any other purchaser restrictions?
Transfer Restrictions
The securities sold in this offering may not be transferred by the purchaser during a one-year period beginning on the date of purchase, unless the securities are transferred:
a) To the issuer of the securities;
b) To an accredited investor;
c) Pursuant to an effective registration statement under the Securities Act of Washington, chapter 21.20 RCW; or
d) To a member of the family of the purchaser or the equivalent, or in connection with the death or divorce or other similar circumstances.
The securities sold in this offering are also restricted by the requirements for the federal exemption from registration for intrastate offerings under §3(a)(11) of the Securities Act of 1933 (the “Act”) and Securities and Exchange Commission (“SEC”) Rule 147 or section 28 of the Act and SEC Rule 147A adopted thereunder, which limits all transfers to persons residing within the state of Washington for a period of six months from the date date of the sale of the security by the issuer to the purchaser.
Once the periods for these restrictions on resale have passed, investors who have purchased securities in this offering may sell or transfer their securities in an offering that has been registered or is exempt from registration under both federal and state law. An exemption or registration may not be available at such time. In addition, the Company may place additional restrictions on resale of the securities sold in this offering. For these reasons, you should not purchase securities in this offering if you cannot afford to hold these securities indefinitely.
23. Are the securities subject to any other resale restrictions by the Company? ☒ Yes ☐ No
As of the date of this Disclosure Document, there are no plans in place to provide a secondary market for these securities following the above-mentioned holding period, or for the funding portal to act as a broker-dealer. The funding portal at https://indiecoin-tut.indiecoin.io provides a means for creating a user account with access to a token holder’s token balance and its current value in US dollars. Token holders may request that part or all of their token balance be sold back to the issuer (liquidated), or transferred to another registered token holder’s account, within the limitations of the transfer restrictions specified above. Upon approval of such requests by the managing partner company, INDIECOIN, the liquidation or transfer request will be executed.
Securities Certificates
24. Will the Company issue physical securities certificates in this offering?
☐ Yes ☒ No
25. Record of Securities Holders:
Token holder accounts will be recorded on the Polygon public blockchain with anonymous accounts cross-referencing a secure cloud-based database maintaining a database of names, addresses and email addresses.
HOW THE SECURITIES WILL BE OFFERED AND SOLD
26. List the persons or companies who will offer and sell the securities on behalf of the Company.
Name |
Automated Art LLC d/b/a INDIECOIN |
Relationship to Company |
Managing General Partner |
Address |
600 1st Avenue, Suite #104, c/o TUT, Seattle, WA, 98104 |
Telephone |
805-931-6055 |
Compensation received for selling securities |
N/A |
OUTSTANDING SECURITIES AND PRINCIPAL SHAREHOLDERS
27. For each class of the Company’s securities, indicate the total number of outstanding securities and the total number of securities the Company is authorized to issue. Also, include a description of each class of securities.
Class of Securities |
Total Securities Outstanding |
Total Securities the Company is Authorized to Issue |
Equity Tokens |
N/A |
$500,000 |
Description of securities:
Equity tokens represent entitlement to a proportionate share of accumulated percentages (as specified under Question #3 above) of: Net Revenue from ticket sales of TUT performances of its 2025 productions, and Net Profit from Marketplace sales related to those productions. If Developmental Workshops for 2026 are held utilizing funding raised from this offering, then entitlement will be extended to include a proportionate share of an accumulated 10% of Net Sales related to TUT musicals and plays performed and produced, within the state of Washington, between 1/1/2026 and 12/31/2030. This total equity will be deposited into the Token Equity Pool bank account held and managed by partner company INDIECOIN, as it is accumulated.
Investors will not be entitled to any Revenue/Profit Share of Net Sales for performances before the TUT 2025 Theatrical Season, or any TUT performances in 2025 other than those outlined under Question #3. Deposits into the Token Equity Pool account will end no later than 12/31/2025, unless there is sufficient funding raised for the Developmental Workshops for 2026, in which case deposits into the Token Equity Pool account will end no later than 12/31/2030.
While investors in this offering will be entitled to a 10% revenue/profit share related to productions between 2026 to 2030 (assuming that Developmental Workshops for 2026 are held), funding for any such productions, following their development, may come from additional token offerings, possibly offered as a series of funding rounds for 2026 and beyond. The success of the current offering by the end of 2025 will determine if the Developmental Workshops for 2026 will be funded, and may factor into determining the likelihood of subsequent rounds of funding from equity token offerings.
Authorization of the issuance of up to $500,000 of INDIECOIN-TUT Equity Tokens is granted in Section IV.(b) of the INDIECOIN-TUT GP Agreement (see Exhibit III).
28. Are there any resale restrictions on the Company’s outstanding securities?
☐ Yes ☒ No
29. List the total number of securities reserved or subject to issuance under outstanding securities purchase agreements, stock options, warrants, or rights.
Class of Securities |
Number of Securities Subject to Issuance under Outstanding Securities Purchase Agreements, Options, Warrants, or Rights |
N/A |
N/A |
30. Does the Company plan to issue or offer options in the future?
☐ Yes ☒ No
31. Has the Company sold or issued securities during the last 12 months?
☐ Yes ☒ No
Principal Shareholders
32. Provide the names of the principal shareholders, including each Officer, Manager, Director, and person who beneficially owns at least a 10% interest of any class of securities in the Company.
MANAGEMENT
33. Provide background information for each Officer, Manager, Director, and key person. The term “key person” means a person who makes a significant contribution to the business of the Company.
Name |
Keith Schindler |
Age |
65 |
Title |
Chief Executive of Indie DAO LLC, Chairperson & CTO of INDIECOIN |
Officer/Manager (Y or N) |
Y |
Director (Y or N) |
Y |
Time Spent on Company Business (if less than full time) |
20 hrs/week (INDIECOIN) 5 hrs/week (INDIE DAO LLC) |
Employment History |
California Media Engineering, Inc., President, Mgmt, 2004 to present (20 hrs/week) Schindler Imaging, Inc., President, Mgmt, 1997 to 2017 (merged with California Media Engineering in 2017) Prime Image, Inc., VP of Engineering, R&D, 2011 to 2016 |
Education |
BS EECS, College of Engineering, UC Berkeley, 1978-1982, (graduated with honors) Completed 1 year of 2 year EMBA program at UCLA Anderson Graduate School of Management, 1994-1995. |
Name |
Ryan Armstrong |
Age |
29 |
Title |
CEO of INDIECOIN, Creative Director of TUT, Managing Member of Indie DAO LLC |
Officer/Manager (Y or N) |
Y |
Director (Y or N) |
Y |
Time Spent on Company Business (if less than full time) |
10 hrs/week (TUT) 10 hrs/week (INDIECOIN) |
Employment / Self-Employment Contractor History |
Solidcore, Fitness Coach, March 2024 to present (12 hrs/week) TUT, Creative Director, Mgmt, Sept. 2023 to present (10 hrs/week) INDIECOIN, CEO, Mgmt, 2021 to present (10 hrs/week) Indie Chameleon Inc, CEO, Mgmt, 2018 to present (4 hrs/week) RYCO Theatricals, Owner, Mgmt, 2013 to present (4 hrs/week) |
Education |
MA, International Relations and Affairs, American University, 2016-2019 BFA, Theatre/Theatre Arts Mgmt, Central Washington University, 2013-2016 |
Name |
Lynette Winters |
Age |
44 |
Title |
Managing Director of The Underground Theater Guild |
Officer/Manager (Y or N) |
Y |
Director (Y or N) |
Y |
Time Spent on Company Business (if less than full time) |
15 hrs / week |
Employment History |
REACH/Evergreen Treatment Services Seattle, WA, 3/2023 to Present · Oversees a caseload of 26 individuals, ensuring stable housing through navigation, referrals, goal setting, and support in employment and education. Empowers clients by providing and participating in tailored enrichment activities, enhancing their lives.
· Facilitates two client-centered support groups: "Home at Last" and "Your Story." These groups focus on educating clients about accessing and maintaining housing, as well as helping them identify their writing voice and engage in therapeutic writing.
· Recognized by the Director of Housing at the All Staff Meeting in May 2023 for exceptional client deliverables within two months after hire , particularly on challenging housing cases. Praised for reliability, strong boundaries, and valuable contributions to the housing team.
· Applauded by the Vice-President of Policy & REACH Strategy in October 2023 for being cast for a nationally broadcast network show and highlighting a segment about my employer . Commended as a tremendous advocate and passionate representative for the organization.
Swedish Medical Group Seattle, WA, 7/2022 to 3/2023 · Reduced 1132 referral queue in , freed up clinical staff to work on chart prep/review and processing physician orders in October 2022.
· Promoted a positive work environment using Yammer, fostering camaraderie and engagement among 340+ members across Washington, California, and Oregon through the creation of “Foodies of Swedish & Providence” group, centered around a shared love of food culture and gatherings.
King County Housing Authority Kent, WA, 9/21-6/2022 · Reduced occurrences of crime on property in December 2021 by working with Kent Police Department, through frequency of patrols, providing quick access to camera footage and encouraging reporting from residents and on-site KCHA community partners.
· Relocated disabled resident in April 2022 from severely roach-infested 2-bedroom unit, worked with Pest Control on treatment plan and wrote recommendation for immediate emergency health hazard transfer to Director of Central Applications. Transfer was approved after one month, unit went through extensive rehab and repairs, resulting in being able to house a family of three.
The Renton Housing Authority Renton, WA, 3/20-7/21 Occupancy Management Specialist · Obtained HQS (Housing Quality Standards) and Rent Calculation certifications through self-study in May 2020 and May 2021.
· Managed case load of 233 Section 8 Housing Voucher participants, remotely during Covid 19 pandemic; successfully structured annual recertifications and interims, along with issuing vouchers in-person. My prompt follow-up time was highly received by program participants.
The YMCA The Y-Accelerator Branch, Seattle,
WA, 7/19-10/19 · Teamed effectively and collaboratively with YMCA staff and/or community partners to plan and provide referrals to housing opportunities; as CEA Assessor, provided housing assessments at Y-Accelerator.
The Salvation Army King County Shelters, Seattle, WA, 2/18-6/19 · Built and maintained positive relationships with a network of community providers and property managers to address; assisted in breaking down barriers to create pathways to housing.
· Wrote narratives and awarded a total of $175K collectively for two grants; King County Government, Weyerhaeuser. |
Education |
Western Governors University Human Resources Management & Administration 95 hours completed |
34. List the compensation paid by the Company to Officers, Directors, Managers, and key persons during the last fiscal year.
Compensation Paid by Company During Last Fiscal Year
To Whom Paid |
Cash |
Other Compensation |
N/A |
|
|
35. The Company (select all that apply):
☒ expects compensation to change in the next year.
☐ owes compensation for prior years.
TUT Management will receive compensation from offering proceeds as funding allows, under the “Executive Staff” budget of Question 18.
INDIECOIN will receive compensation for accounting services and portal buildout, as determined under the corresponding budgets of Question 17. INDIECOIN will also receive booking fees for ticket sales as determined in Exhibit “A” of the INDIECOIN-TUT GP Agreement (see attached Exhibit III).
INDIE DAO LLC will receive $0 in offering proceeds or compensation, but may benefit from future offerings extended through the platform.
INDIECOIN-TUT GP will receive $0 in offering proceeds or compensation, as revenue and offering proceeds will be paid through to its partner companies according to the INDIECOIN-TUT GP Agreement (see attached Exhibit III).
Prior Experience of Management
36. An Officer, Manager, Director, or key person of the Company (select all that apply):
☐ has worked for or managed a company (including a separate subsidiary or division of a larger enterprise) in the same type of business as the Company.
☒ has managed another company in the start-up or development stage.
☐ has managed another company that conducted an offering of securities.
RY ARMSTRONG has worked on Tony-nominated and Grammy-nominated projects utilizing collaboration skills, new technology, and a commitment to finding and telling the truth. The work they do stems from their passions for finding solutions to systemic problems that range from queer liberties to social justice to combating climate change. Ry works with titans of the Broadway community and A-list creatives in film and tv to shepherd forward projects that define the future of theatrical development. Ry is familiar with management of a business and the dedication it takes to make a start-up successful. Ry has been operating their production company since 06.07.2013 and their record label since 02.21.2018.
KEITH SCHINDLER has co-founded and functioned as President of Schindler Imaging, Inc. and California Media Engineering, Inc. while the companies successfully developed and sold innovative products to the broadcast and film industries, utilized in Oscar award-winning feature films and Emmy award-winning series, as well as television stations across the country, and broadcast facilities around the world. He also served as VP of Engineering for development-stage Prime Image, Inc. Schindler was promoted to the position of Director of Software Applications Development at startup Pixera Corporation in the late 90s while the company was raising over $10 million in private funding. Schindler had previously headed development of imaging software as a contractor for startup Out-Takes Digital Photography Studio in the early 90s as that company went public (micro cap).
KEITH SCHINDLER has been developing blockchain-based technology supporting US patented and patent-pending intellectual property since 2018, including USPTO Patent No. 10,891,613 and USPTO Patent Application 16/289,676 (unpublished). Schindler also developed the Solidity language-based smart contract that forms the governing basis of Indie DAO LLC, and he has been developing software utilizing Javascript and Typescript libraries that will support the https://indiecoin-tut.indiecoin.io subdomain as the funding and token account portal for the securities of this Offering.
Insolvency Proceedings of Management and Key Persons
37. An Officer, Manager, Director, or key person of the Company (select all that apply):
☐ has filed a petition for bankruptcy, receivership, or a similar insolvency proceeding, or had such a petition filed against him or her, within the past five years.
☐ has served as a manager, officer, or director for any business entity that was the subject of a petition for bankruptcy, receivership, or similar insolvency proceeding within the past five years.
☒ none of the above.
Arrangements with Officers, Directors, Managers, and Key Persons
38. The Company (select all that apply):
☐ has entered into employment or non-compete agreements with any Officer, Manager, Director, or key person.
☐ plans to enter into employment or non-compete agreements with any Officer, Manager, Director, or key person.
39. The Company (select all that apply):
☐ has purchased key person life insurance on any Officer, Manager, Director, or key person.
☐ has made arrangements to replace any Officer, Manager, Director, or key person it may lose due to death or disability.
SELECTED FINANCIAL INFORMATION
40. The partner companies’ net, after-tax earnings (or losses) for the last fiscal year (2023) were:
The Underground Theater Guild:
$(1,064.27)
Automated Art LLC:
$(6,980.11)
Indie DAO LLC:
N/A
The partner companies net, after-tax earnings (or losses) per share were:
N/A
(Partner companies are LLCs and a non-profit corporation, and as such do not have shares of stock.)
As of the partner companies most recent balance sheets dated: 6/30/2024
The Total Debts of the partner companies were:
The Underground Theater Guild:
$9,272.68
Automated Art LLC:
$13,348.66
Indie DAO LLC:
$0.00
The Retained Earnings (Deficit) of the partner companies were:
The Underground Theater Guild:
$(416.27)
Automated Art LLC:
$(6,980.11)
Indie DAO LLC:
N/A
The Total Equity (Deficit) of the partner companies were:
The Underground Theater Guild:
$(8,970.72)
Automated Art LLC:
$(13,224.71)
Indie DAO LLC:
$0.00
FINANCIAL STATEMENTS
41. Attach the Company’s (partner companies) financial statements for the most recently completed fiscal year, plus interim financial statements if the Company’s fiscal year ended more than 90 days prior to the date of the Disclosure Document. The financial statements must be prepared in accordance with U.S. GAAP, complete with appropriate footnote disclosure. The financial statements do not need to be audited. If you do not have experience preparing financial statements in accordance with U.S. GAAP, you may want to obtain a compilation or review of your financial statements from a certified public accountant.
CERTAIN LEGAL PROCEEDINGS
Please answer the questions in this section with respect to the following persons associated with the Company:
· The Company, its predecessors, and affiliates
· All Officers, Directors, and Managers of the Company
· All Beneficial Owners of 20% or more of the Company’s outstanding voting equity
· All Promoters of the Company
· Any person receiving remuneration for solicitation of purchasers, and any General Partner, Managing Member, Director, or Officer of such solicitor
42. Have any of the above-listed persons been convicted in a criminal proceeding, excluding traffic violations or other minor offenses?
☐ Yes ☒ No
43. Have any of the above-listed persons been named as the subject of a pending criminal proceeding, excluding traffic violations or other minor offenses?
☐ Yes ☒ No
44. Have any of the above-listed persons been the subject of an order, judgment, decree, sanction, or administrative finding imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court in the last 5 years related to his or her involvement in any type of business, securities, insurance, or banking activity?
☐ Yes ☒ No
45. Are any of the above-listed persons the subject of a pending civil, administrative, or self-regulatory action related to his or her involvement in any type of business, securities, insurance, or banking activity?
☐ Yes ☒ No
46. Has any civil action, administrative proceeding, or self-regulatory proceeding been threatened against any of the above-listed persons related to his or her involvement in any type of business, securities, insurance, or banking activity?
☐ Yes ☒ No
MANAGEMENT RELATIONSHIPS AND TRANSACTIONS
47. The Company (select all that apply):
☐ has made loans to an Officer, Manager, Director, or principal stockholder within the last two years.
☒ has one or more outstanding loans with an Officer, Manager, Director, or principal stockholder.
☐ plans to make one or more loans to an Officer, Manager, Director, or principal stockholder in the future.
☒ has done business with an Officer, Manager, Director, or principal stockholder within the last two years.
☐ plans to do business with an Officer, Manager, Director, or principal stockholder in the future.
Keith Schindler (Chairperson and CTO of INDIECOIN and Chief Executive Member of Indie DAO LLC) has loaned $12,500 to INDIECOIN, during the first half of 2024, payable at times to be determined in the future, when the Partnership has sufficient funds, including proceeds beyond the target minimum offering amount of this Offering. The accrued interests from the principle of these loans become capital contributions to the Company in the month they are incurred (see Note 3 of Exhibit I-B) at an interest rate of 9.5%.
Ryan Armstrong (CEO of INDIECOIN, Creative Director of The Underground Theater Guild, and Managing Member of Indie DAO LLC) has loaned $1,500 to The Underground Theater Guild on behalf of their production company RYCO, during the first half of 2024, payable at times to be determined in the future, when the Partnership has sufficient funds, including proceeds beyond the minimum amount of this Offering. The accrued interests from the principle of these loans become capital contributions to the Company in the month they are incurred (see Note 3 of Exhibit I-A) at an interest rate of 9.5%. RYCO is also to be paid an additional $7,772.68 for reimbursements of expenses incurred during the first half of 2024, payable at times to be determined in the future, when the Partnership has sufficient funds, including proceeds beyond the target minimum offering amount of this Offering.
LITIGATION
48. The Company (select all that apply):
☐ has been involved in litigation or subject to administrative action in the last 5 years that has had a material effect upon the Company's business, financial condition, or operations.
☐ has pending litigation or administrative action that may have a material effect upon the Company's business, financial condition, or operations.
☐ is currently threatened by litigation or administrative action that may have a material effect upon the Company's business, financial condition, or operations.
☒ none of the above.
TAX ASPECTS
49. Describe any material tax consequences to investors in this offering:
Profits from the sale of INDIECOIN-TUT equity tokens held after a year are taxed at the long-term capital gains rate.
RIGHT OF CANCELLATION
In an offering conducted under RCW 21.20.880, an investor may cancel an investment commitment for any reason until such time as the target minimum offering amount has been raised.
If there is a material change to the terms of the offering or to the information provided by the issuer in the Washington Crowdfunding Form before the minimum target offering amount has been raised, the issuer must give or send to any investor who has made an investment commitment notice of the material change and notice that the investor may cancel an investment commitment for any reason until such time as the target minimum offering amount has been raised.
50. The minimum offering deadline in this offering is:
12/31/2025
51. Notice of cancellation:
Fill out and sign the attached ‘Notice of Cancellation of Investment’ in Exhibit V prior to the minimum offering amount being raised, and forward to INDIECOIN by email or US mail.
OTHER MATERIAL FACTORS
52. Describe any other material factors that will or could affect the Company or its business or which are necessary to make any other information in this Disclosure Document not misleading or incomplete.
ADDITIONAL INFORMATION
For as long as securities issued under the Crowdfunding exemption in RCW 21.20.880 are outstanding, the Company shall provide an annual report to the Company's shareholders no later than 120 days after the end of the fiscal year covered by the report. The Company may provide the report to its shareholders by posting a copy of the report on the Company’s website. The report must contain the following information:
(a) Executive officer and director compensation, including specifically the cash compensation earned by the executive officers and directors since the previous report and on an annual basis, and any bonuses or other compensation, including stock options or other rights to receive equity securities of the issuer or any affiliate of the issuer, received by them;
(b) The names of the issuer’s owners, directors, officers, managing members and or other persons occupying similar status or performing similar functions on behalf of the issuer; and
(c) A brief analysis by management of the issuer of the business operations and financial condition of the issuer.
Upon completion of an offering made in reliance on RCW 21.20.880, the Company must file a final sales report no later than 30 days after the last sale in the offering with the Securities Division of the Department of Financial Institutions that includes the following information:
(a) The time period in which the offering was open;
(b) The number of shares or units sold in the offering;
(c) The number of investors that purchased shares or units in the offering; and
(d) The dollar amount sold in the offering.
SIGNATURES
By filing this notice pursuant to RCW 21.20.880, the issuer hereby represents that:
· The issuer is claiming the exemption from registration for crowdfunding offerings under RCW 21.20.880 for this offering and will comply with the rules adopted thereunder in Chapter 460-99C WAC;
· If the offering is conducted under section 3(a)(11) of the Securities Act of 1933 and Securities and Exchange Commission Rule 147 (“Rule 147”), the issuer is an entity organized, resident, and doing business in the state of Washington; if the offering is conducted under section 28 of the Securities Act of 1933 and Securities and Exchange Commission Rule 147A (“Rule 147A”), the issuer is a resident of and doing business in the state of Washington;
· The issuer must have a reasonable belief that the purchasers of the securities in the offering are residents of the state of Washington;
· The aggregate purchase price of all securities sold by an issuer pursuant to the exemption provided by RCW 21.20.880 does not exceed one million dollars during any twelve-month period;
· The issuer must reasonably believe that the aggregate amount of securities sold to any investor, other than an “accredited investor” as that term is defined under the Securities Act of 1933, by one or more issuers offering or selling securities under the crowdfunding exemption during the twelve-month period preceding the date of the sale, together with the securities to be sold by the issuer to the investor, does not exceed the lesser of:
o Two thousand dollars or five percent of the annual income or net worth of the investor, whichever is greater, if either the annual income or the net worth of the investor is less than one hundred thousand dollars; or
o Ten percent of the annual income or net worth of the investor, as applicable, up to one hundred thousand dollars, if either the annual income or net worth of the investor is one hundred thousand dollars or more.
· The issuer reasonably believes that all purchasers are purchasing for investment and not for sale in connection with a distribution of the security;
· The issuer has reviewed and shall conduct the offering in accordance with the requirements of federal Rule 147 or Rule 147A, 17 C.F.R. Sec. 230.147 and .147A;
- The issuer shall disclose in writing the limitations on resales and implement precautions against interstate offers and sales as provided in Rule 147 and Rule 147A, including placing a legend on the certificate or other document evidencing the security stating that the securities have not been registered under the Act and setting forth the limitations on resales as follows:
§ OFFERS AND SALES OF THESE SECURITIES WERE MADE UNDER AN EXEMPTION FROM REGISTRATION AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. FOR A PERIOD OF SIX MONTHS FROM THE DATE OF SALE BY THE ISSUER OF THESE SECURITIES, ANY RESALE OF THESE SECURITIES (OR THE UNDERLYING SECURITIES IN THE CASE OF CONVERTIBLE SECURITIES) SHALL BE MADE ONLY TO PERSONS RESIDENT WITHIN THE STATE OR TERRITORY OF WASHINGTON.
§ IN ADDITION TO THE FEDERAL RESALE RESTRICTIONS STATED ABOVE, TRANSFERS OF THESE SECURITIES ARE ALSO RESTRICTED UNDER STATE LAW. UNDER STATE LAW, THE SECURITIES MAY NOT BE TRANSFERRED BY THE PURCHASER DURING A ONE-YEAR PERIOD BEGINNING ON THE DATE OF PURCHASE, EXCEPT UNDER THE CIRCUMSTANCES SET FORTH IN RCW 21.20.880(4).;
- If the offering is conducted under Rule 147, the issuer is aware that its ability to advertise this offering on a website may be limited by federal law (see U.S. Securities and Exchange Commission, Securities Act Rules: C&DI Questions 141.03, 141.04, and 141.05, available at http://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm); and
- The issuer acknowledges its obligation to submit all advertising material to the Securities Division of the Department of Financial Institutions at least seven days prior to use in accordance with WAC 460-99C-250.
The Company’s Officers, Directors, and/or Managers must sign the Washington Crowdfunding Form. When they sign this form, they represent that they have diligently attempted to confirm the accuracy and completeness of the information contained herein.
When the Officer or Manager in charge of finances signs this Disclosure Document, he or she represents that the financial statements in the Document have been prepared in accordance with generally accepted accounting principles which have been consistently applied, except where explained in the notes to the financial statements. He or she represents that the financial statements fairly state the Company's financial position and results of operations, or receipts and disbursements, as of the dates and periods indicated. He or she also represents that year-end figures include all adjustments necessary for a fair presentation under the circumstances.
The issuer hereby irrevocably appoints the Director of the Department of Financial Institutions as its agent for service of process in any noncriminal suit, action, or proceeding against the applicant or the applicant’s successor, executor, or administrator which arises under the Securities Act of Washington, chapter 21.20 RCW, or any rule or order thereunder, with the same force and validity as if served personally on the issuer.
Chief Executive Officer /
President / Managing Member
Name of Signer (Print)
Title Date
Chief Financial Officer /
Manager
Name of Signer (Print)
Title Date
Director
Name of Signer (Print)
Title Date