Adludio

Idea

Please see the Convertible Terms set out below and attached in more detail in the document sections. The terms differ from the Seedrs standard convertible instrument as they have been aligned with terms agreed with Impulse VC, the lead investor in this round.

Introduction

Adludio is an award-winning mobile advertising technology company that creates and delivers immersive experiences through its own unique mobile ad units.

Adludio specialises in “sensory advertising,” an innovative digital advertising technique that brings ads to life on mobile by utilising technologies such as 3D effects, gyro, augmented reality and haptic feedback.

Convertible Terms

This investment round is being raised by way of a convertible note. This convertible must align with the terms agreed with the lead investor (Impulse VC) in the round. The terms differ slightly from the standard Seedrs convertible terms, so please read the key terms below (set out in more detail in the document attached under "Documents"):

• This convertible is not EIS eligible.

• Discount – conversion will happen at a 15% discount to the share price set by a Qualifying Fund Raising.

• Conversion is triggered by a Qualifying Fund Raising – defined as the company raising investment capital of at least US$2,000,000 (approximately £1,505,470) from one transaction or a series of transactions, in exchange for the issue of equity shares. Up to US$1,000,000 of the current fundraise will count towards this threshold.

• Valuation cap – this convertible is not subject to a valuation cap.

• Longstop Date is 12 months from the date of the convertible agreement, unless otherwise agreed by a majority of the convertible holders. This means the majority of convertible holders may be able to agree an extension to the Longstop Date, potentially without the input of Seedrs. If conversion has not been triggered by the Longstop Date shares will be issued at a valuation of £9,032,790. The valuation at the Longstop Date is not subject to any discount.

• Interest – the convertible attracts 2% p.a interest, which will accrue based on the number of days elapsed from the date of issue to redemption or conversion, and repaid with the principle of the notes on redemption, or likewise converted into shares on conversion.

• Redemption – a majority of the convertible holders can elect to have the notes repaid on the occurrence of a Change of Control upon which 150% of the principle of the notes plus accrued interest will be repayable by the company. This means the majority convertible holders may elect for repayment, and this will mean Seedrs investors are also repaid rather than converted to equity. There is no option to convert to equity on a Change of Control, so if an exit transaction occurs prior to the Longstop Date or a Qualifying Fund Raising, investors returns will be capped in accordance with this redemption right.

• Redemption – redemption of the notes will occur immediately on the occurrence of an administration, winding up or insolvency of the company.

Please note, Adludio’s lead investor, Impulse VC, has invested in US Dollars with the terms of their agreement also in US Dollars. Seedrs has applied an exchange rate of 0.7527 to their investment in this campaign. The same exchange rate will apply to the Longstop Valuation (as converted in the terms set out above) or valuation set by a Qualifying Fund Raising (if denominated in US$). This means that any fluctuation in exchange rate between the launch of the campaign and when the shares are issued will not affect the terms being offered to investors via Seedrs.

Intended impact

Adludio's strong growth and success can be attributed to its proprietary technology, a creative studio and backend system which has been developed over the last three years. The platform can produce best in class ads for clients without sacrificing quality or performance.

We currently has over 38 employees with offices in the United Kingdom, United States and Asia. Adludio’s technology has not only been proven to provide a best creative mobile advertising solution, but our creative ads have outperformed industry benchmarks.

Substantial accomplishments to date

2018 Acceleration plans:
- Expand in US and Southeast Asia.
- Expand Social Offering: Facebook, Instagram, Twitter.
- Accelerate Adludio Direct.
- Launch AR product & AI/Machine learning optimization suite.
- Hired head of US Sales (March 2018).

2017 Growth:
- 100% Revenue growth YoY.
- Launched USA, Singapore, Paris.
- R/GA investment and partnership.
- Snap creative partnership.
- Launched Adludio Direct (SaaS platform).

2016 Transformation:
- 155% Revenue growth YoY.
- Raised $1M.
- Won best start-up European tech crunch.

2015 Transition:
- Paul Coggins brought in as CEO and Co-founder.
- Rebranded and launched under “Adludio”.
- Launched Sensory Advertising.

2014 Start up:
- Founded as Future Ad.
- Developed tech backend to create more mobile centric ads that focus on better user experience and allow for future-proof delivery.

Monetisation strategy

After years of utilizing the technology internally and running campaigns with millions of engagements, Adludio has finished commercializing its product and will provide brands and agencies the option to utilize their platform on a recurring SaaS offering.

Managed Service
- Adludio handles campaigns for brands and agencies from end to end, providing all the services they need such as design and development or media planning and targeting.

- Pricing is on mainly based on Cost Per Engagement (CPE).

Adludio Direct
- A technology platform to create, develop, distribute and optimize ads on your own with our user-friendly Adludio Direct Platform. Easy-to-use PSD templates make it simple to integrate into client's existing process.

- Recently finalized beta on this model, which will run as a CaaS and charge clients a monthly fee to utilize the platform.

Use of proceeds

This convertible round is intended as a bridging round to a larger raise we are working on for later this year. We are in discussions with a number of institutions about the next round, but we have not yet agreed any terms.

This bridging round will provide the business with [working capital while we lock down the next fund raising round, and in particular will allow us to make some additional hires as follows:

1) Up to three additional sales heads in our NY office

2) An additional sales head in our Singapore office

3) One more Developer to continue building on the platform

4) A Marketing Manager