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Pre-emption

Morpher - Folding Helmet Tech

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Morpher: The flat folding helmet. Ready for an enormous land grab. It's an open & shut case!

View more details of this business.
114%
 - 
Funded 17 Dec 2018
£3,922,963 target
£4,489,254 from 173 investors
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Business overview

Location London, United Kingdom
Social media
Website www.morpherhelmet.com
Sectors Travel, Leisure & Sport Mixed Digital/Non-Digital Mixed B2B/B2C
Company number 09929729
Incorporation date 24 Dec 2015
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Investment summary

Type Equity
Valuation (pre-money) £15.7M
Equity offered 22.18%
UK tax relief

EIS

  • Idea
  • Team
  • Updates
  • Investors 173
  • Discussion
  • Documents

Campaign funding history

  • Pitch closing date
    Funding round
    Raised
    Pre-money valuation
    Equity offered
    Equity
    Investors
  • 17 Dec 2018
    £4,472,182
    £15,688,255
    22.18%
    173
    View pitch
  • 6 Jun 2017
    £1,053,722
    £4,508,478
    18.94%
    738
    View pitch
View more details of this business.

Idea

Introduction

Morpher is the world’s first flat-folding helmet.*

Morpher folds & unfolds quickly & simply, so it's perfect for cyclists who want to carry a helmet more easily. Morpher exceeds required helmet safety standards & is patented in many key territories worldwide.

Initially aimed at cyclists; especially urban ones who find normal helmets too cumbersome to cart around, our Mk ll, currently under development, will contain SMART electronic functions and connect to phones for many of these via Bluetooth. It is aimed at cyclists, e-scooters & snow-sports participants. Future versions are also planned.

We now have the growing new “micro-mobility/last mile” sector in our sights, which we believe may eclipse the markets we originally targeted. This new sector is sweeping across the US & many other countries.

The leading players are BIRD, Jump, Lyft & Lime. Google & Uber are some of the major backers of these new companies.

We have sold thousands of helmets worldwide, to rave reviews, & are in serious talks with scooter industry leaders about potential helmet partnerships.

We have more than 300 verified customer reviews on our website. 82% of these are 5 star and a further 13% are 4 star.

* To the knowledge of the Morpher team

As existing investors in Morpher, you now have the opportunity to exercise your pre-emption rights on a US$5m investment that has been agreed with a US VC. We have reflected this investment in the campaign at a US:GBP exchange rate of 1.2745:1. Please see below under "Use of Proceeds" for further details of this investment.

Intended impact

Almost 1000 cities around the world have bike share schemes. Many are now dockless and increasingly these are e-bikes. There are also an exploding number of dockless e-scooter schemes, creating a brand-new transport sector, known as “last mile” or “micro mobility”. It’s all about getting from a subway/train exit or bus stop to the final destination. Despite the higher average speeds, when compared to pedal bikes, very few users in these sectors wear helmets. Our research indicates that the main reason is that standard helmets are too bulky to lug around all day, especially on the off chance that one may only be taking an impulse or short ride. This is resulting in increasing numbers of serious accidents.

Morpher deals with this in a brilliant yet simple way: our helmets fold flat. This makes it easy for ANYONE to have a helmet with them. It can be kept in a handbag, backpack, laptop case etc. This means that people can have a helmet handy, just in case they want to jump on a bike or e-scooter.

A big advantage of its flat profile is that Morpher can be stored & stocked more easily. Shipping costs are around a third of non-folding helmet costs.

Morpher has already saved at least one life that we know of.

Substantial accomplishments to date

1) We have sold thousands of helmets worldwide.

2) Great progress has been made in the development of the Mk ll. It has been designed to cost less & can also be used for snow sports. From our research, we will be the only folding helmet in this sector! We plan to be in production by Q3 2019.

3) We’ve agreed in principle to partner with one of the largest e-scooter companies, BIRD (www.bird.co). They are in scores of US cities & are now expanding into major cities around the world. They want to promote helmet use, partly to appease any backlash around safety issues, & will offer branded Morpher helmets to their users at a discounted price.

4) We have agreed to engage Second Chance Ltd (www.secondchance.co.uk) as our EMEA distribution partners.

5) We are working with Bike New York which represents NY cyclists & organises large cycling events (https://www.bike.nyc/) . Their brand is extensive with a large community behind it. We will roll this model out to other similar bike clubs across the world.

6) Amazon continues to be an on-going success for the company.

Monetisation strategy

Our primary objective is to become the de facto standard in folding helmet technology. We want to make a land grab right now whilst this market is booming and appears destined to expand so much. We want to grow from a simple folding helmet brand into a SMART folding helmet which is seen as a wearable technology. This approach appears to be exciting VCs in the US.

Our philosophy is to grow and protect our brand so that we become a byword for portable safety helmets.

Morpher was initially aimed at casual cyclists using urban bike schemes as well as commuters. We are now concentrating far more on the incredibly exciting last mile / micro mobility marketplace. It will eventually be directed towards snow sports, security, the military & other activities where safety helmets are used.

Our Mk ll helmet is designed for cycling, skating, e-scooters & snow sports. We are registering IP wherever we can with regard to the Mk ll helmet.

The safety helmet industry is growing fast. Urban bike schemes have also grown in popularity massively over the past couple of years. Morpher is poised to be at the forefront of portable safety helmet technology.

The existing & future patents and other IP are an asset that will help boost the value of the company when at the point of exit.

Use of proceeds

We have recently signed heads of terms with an extremely well connected American investor. He has agreed to invest no less than $5 million for a 20% stake in the company and will use his extensive contact base and political reach to help achieve our ambition of developing a global presence. This puts a $20m pre-money valuation on the company (the last time we raised with Seedrs it was £5.5m).

This investment will allow us to do lots of things, such as speed up the development of our electronics & SMART technologies. We will be working with Therefore (http://therefore.com/) and some other similar companies to develop some of these special helmet technologies.

Our new investor, Stephen Cloobeck (https://en.wikipedia.org/wiki/Stephen_Cloobeck), is one of the largest single donators to the democratic party in the US and he is also incredibly philanthropic. Stephen's arrival will help us to accelerate our mission to build a strong and successful business with a viable exit strategy, to create safety through innovation by encouraging the use of helmets where portability has been an issue and in doing so, save lives and prevent traumatic brain injuries.

Preference shares are being received by the new investor, which are 1x non-participating convertible preference and have anti-dilution rights. This means that on an exit or distribution, the lead investor can choose to either receive 1x their original investment back first, in preference to other shareholders, or could choose to participate pro rata alongside other shareholders (whichever would yield the higher return).

Seedrs investors will be issued ordinary shares as the company intends to apply for EIS relief for these investors.

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If you successfully purchase a share lot of this business, you will be granted access.

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Only shareholders can access this page

If you successfully purchase a share lot of this business, you will be granted access.

Buy shares

Only shareholders can access this page

If you successfully purchase a share lot of this business, you will be granted access.

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Investing involves risks, including loss of capital, illiquidity, lack of dividends and dilution, and should be done only as part of a diversified portfolio. Please read the Risk Warnings before investing. Investments should only be made by investors who understand these risks. Tax treatment depends on individual circumstances and is subject to change in future.

This campaign for Morpher - Folding Helmet Tech has been approved by Seedrs Limited (trading as Republic Europe) ("Republic Europe", "us" or "we"), as of 7 December 2018 as a financial promotion. Republic Europe is authorised and regulated by the Financial Conduct Authority with firm reference number 550317. In approving this campaign, Republic Europe has concluded that the information, taken as a whole, is "fair, clear and not misleading." This means that for factual statements we have reviewed evidence of their accuracy, and that for aspirational statements we believe they are phrased appropriately in light of their speculative nature. You should note that in the case of factual statements, the evidence we review is provided by the business, and we do not audit it, which means that we may not be able to identify forged or altered evidence. You should further note that in the case of aspirational statements, the nature of the type of businesses presented on the Republic Europe platform is such that they are likely to have high ambitions, and we may approve statements that convey those ambitions even where we do not believe, or we do not have a view on whether it is likely, that they will be fully realised. The pre-money valuation and investment sought in the campaign are those set by the business: they are not reviewed or established by us, and the valuation is not an independent view of what the business is worth. Given the nature and type of businesses presented on the Republic Europe platform, it is possible that the business has very little cash remaining prior to receiving this investment, and the investment sought may be necessary for the business's on-going existence.

Republic Europe does not make investment recommendations to you. No communications from Republic Europe, through this website or any other medium, should be construed as an investment recommendation. Further, nothing on this website shall be considered an offer to sell, or a solicitation of an offer to buy, any security to any person in any jurisdiction to whom or in which such offer, solicitation or sale is unlawful. Republic Europe does not provide legal, financial or tax advice of any kind. If you have any questions with respect to legal, financial or tax matters relevant to your interactions with Republic Europe, you should consult a professional adviser.

Tax Relief (SEIS)

This business is eligible for SEIS relief - providing qualifying investors with income tax relief of 50% of their investment and certain other tax reliefs. Tax treatment depends on individual circumstances and is subject to change in future. Click to learn more.

Tax Relief (EIS)

This business is eligible for EIS relief - providing qualifying investors with income tax relief of 30% of their investment and certain other tax reliefs. Tax treatment depends on individual circumstances and is subject to change in future. Click to learn more.

Valuation (pre-money)

Valuation rounded from £15,688,255

This is the fully-diluted pre-money valuation of the business (i.e. before the new investment comes in and including issued options and other equity interests). In contrast, the post-money valuation is based on inclusion of the new investment in the value.

It is calculated as the pre-money valuation plus the amount of new investment. e.g. If Company A is ascribed a pre-money valuation of £1,200,000 by prospective investors investing £300,000, its post-money valuation is £1,500,000.

The investee business is responsible for setting its own valuation, it has not been prescribed by Republic Europe.

Pitch type

Investing in a regular equity campaign is the simplest and most common way to invest in a startup. You decide which business you want to invest in, and if the campaign hits its funding target then you will become one of their shareholders. As the company becomes more valuable, so do your shares; allowing you the opportunity to share in the future success of the business.

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Equity Offered

The equity offered is the percentage of the company’s shares being issued in return for the amount of investment raised.

When the amount raised is less than 100%, the equity offered is based on the target raise. Once the company has raised over 100% it is based on the total raised.

In some scenarios, entrepreneurs may accept additional direct investment after closing their Republic Europe campaign. Provided this is within 6 months of the closing and on the same terms, we do not typically offer pre-emption rights on that extra investment (where you have the opportunity to invest again to maintain your percentage shareholding).

Learn more about investing and pre-emption rights.

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