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URL:
https://republic.com/tonestone
Submission: On May 31 via manual (May 31st 2022, 3:59:48 pm UTC) from US — Scanned from DE

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POST /offerings/updates/tonestone-greg-lopiccolo-art-music-technology-podcast-tonestone-ceo-greg

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        style="display: none;">&lt;p&gt;ToneStone CEO Greg LoPiccolo was on the Art+Music+Technology podcast this week, talking about the intersection between music and gaming:&lt;br&gt;&lt;a href="https://tonestone.us18.list-manage.com/track/click?u=8b22475a3b83b668354005482&amp;id=a665a54a49&amp;e=b0e2d5a6d7" target="_blank" rel="nofollow"&gt;https://artmusictech.libsyn.com/podcast-379-greg-lopiccolo&lt;/a&gt;. There’s a text transcript here: &lt;a href="https://tonestone.us18.list-manage.com/track/click?u=8b22475a3b83b668354005482&amp;id=5d8a800452&amp;e=b0e2d5a6d7" target="_blank" rel="nofollow"&gt;http://www.darwingrosse.com/AMT/transcript-0379.html&lt;/a&gt;&lt;/p&gt;</textarea>
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POST /offerings/updates/tonestone-juliana-sullam-tonestone-is-in-the-boston-globe-tonestone-was-just

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            <p>ToneStone just had a major feature in <em>The Boston Globe!&nbsp;</em>The article is available <a href="https://www.bostonglobe.com/2022/03/20/business/startups-aim-bring-music-making-masses/" rel="nofollow">here</a> (FYI there's a
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        style="display: none;">&lt;p&gt;ToneStone just had a major feature in &lt;em&gt;The Boston Globe!&nbsp;&lt;/em&gt;The article is available &lt;a href="https://www.bostonglobe.com/2022/03/20/business/startups-aim-bring-music-making-masses/" rel="nofollow"&gt;here&lt;/a&gt; (FYI there's a paywall) — and you can also read the full article pdf &lt;a href="https://drive.google.com/file/d/1OXJ6PPdxGADXizA9xZ8cQbYhO2MLRlxi/view?usp=sharing" rel="nofollow"&gt;here&lt;/a&gt;.&lt;/p&gt;&lt;p&gt;&lt;a href="https://drive.google.com/file/d/1OXJ6PPdxGADXizA9xZ8cQbYhO2MLRlxi/view?usp=sharing" rel="nofollow"&gt;&lt;img src="https://uploads.republic.com/p/images/attachments/original/000/061/668/61668-1647896778-8ca32332db9b3c85f1ecd6cd64924f212396b844.png" class="fr-fic fr-dib"&gt;&lt;/a&gt;&lt;/p&gt;&lt;p&gt;&lt;br&gt;&lt;/p&gt;</textarea>
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POST /offerings/updates/tonestone-juliana-sullam-just-released-tonestone-community-mixtape-vol-1-this

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          <div class="fr-element fr-view" dir="auto" contenteditable="true" aria-disabled="false" style="min-height: 100px;" spellcheck="true">
            <p>This week we released our first-ever ToneStone mixtape, featuring music made in ToneStone by our community!
              <a href="https://open.spotify.com/album/3szTYyUg6ZfM0F7he25sfS?si=2X6AEcVCSwmxA0lkwCN1tw" rel="nofollow" target="_blank">You can find the mixtape on Spotify</a> — enjoy!</p>
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        aria-required="true" placeholder="Description" name="offerings_update[body]" id="offerings_update_form_7042_offerings_update_body"
        style="display: none;">&lt;p&gt;This week we released our first-ever ToneStone mixtape, featuring music made in ToneStone by our community! &lt;a href="https://open.spotify.com/album/3szTYyUg6ZfM0F7he25sfS?si=2X6AEcVCSwmxA0lkwCN1tw" target="_blank" rel="nofollow"&gt;You can find the mixtape on Spotify&lt;/a&gt; — enjoy!&lt;/p&gt;&lt;p&gt;&lt;img src="https://uploads.republic.com/p/images/attachments/original/000/061/607/61607-1647641626-31cda5fefe48ce50f25734469fabcae4aa927b68.png" class="fr-fic fr-dib"&gt;&lt;/p&gt;</textarea>
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POST /offerings/updates/tonestone-juliana-sullam-tonestone-at-tedx-greg-is-speaking-about-the-future-of

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            <p>Greg is speaking about the future of music at TedXBoston!<br>&nbsp;Catch the livestream this Monday 3/7 at ~ 6:40pm EST: <a href="https://tedxboston.com/livestream/" rel="nofollow">https://tedxboston.com/livestream/</a></p>
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        style="display: none;">&lt;p&gt;Greg is speaking about the future of music at TedXBoston!&lt;br&gt;&nbsp;Catch the livestream this Monday 3/7 at ~ 6:40pm EST: &lt;a href="https://tedxboston.com/livestream/" rel="nofollow"&gt;https://tedxboston.com/livestream/&lt;/a&gt;&lt;/p&gt;</textarea>
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GET /tonestone/invest

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GET https://tr.snapchat.com/cm/i

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TONESTONE

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Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities
offering by ToneStone, Inc. View the official SEC filing and all updates:
Form C SEC.gov
Company documents
ToneStone Crowd SAFE ToneStone Form C:A.pdf ToneStone Form C.pdf
Apr 27
2022
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ToneStone CEO Greg LoPiccolo was on the Art+Music+Technology podcast this week,
talking about the intersection between music and gaming:
https://artmusictech.libsyn.com/podcast-379-greg-lopiccolo. There’s a text
transcript here: http://www.darwingrosse.com/AMT/transcript-0379.html

280
ToneStone CEO Greg LoPiccolo was on the Art+Music+Technology podcast this
week, talking about the intersection between music and gaming: <a
href="https://tonestone.us18.list-manage.com/track/click?u=8b22475a3b83b668354005482&id=a665a54a49&e=b0e2d5a6d7"
target="_blank"
rel="nofollow">https://artmusictech.libsyn.com/podcast-379-greg-lopiccolo</a>.
There’s a text transcript here: <a
href="https://tonestone.us18.list-manage.com/track/click?u=8b22475a3b83b668354005482&id=5d8a800452&e=b0e2d5a6d7"
target="_blank"
rel="nofollow">http://www.darwingrosse.com/AMT/transcript-0379.html</a>
Public Investors only
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Apr 21
2022

ART+MUSIC+TECHNOLOGY PODCAST

ToneStone CEO Greg LoPiccolo was on the Art+Music+Technology podcast this week,
talking about the intersection between music and
gaming:https://artmusictech.libsyn.com/podcast-379-greg-lopiccolo.... Read more

Greg LoPiccolo
ToneStone

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ToneStone just had a major feature in The Boston Globe! The article is available
here (FYI there's a paywall) — and you can also read the full article pdf here.

160
ToneStone just had a major feature in The Boston Globe! The article
is available <a
href="https://www.bostonglobe.com/2022/03/20/business/startups-aim-bring-music-making-masses/"
rel="nofollow">here</a> (FYI there's a paywall) — and you can also read the full
article pdf <a
href="https://drive.google.com/file/d/1OXJ6PPdxGADXizA9xZ8cQbYhO2MLRlxi/view?usp=sharing"
rel="nofollow">here</a>.<a
href="https://drive.google.com/file/d/1OXJ6PPdxGADXizA9xZ8cQbYhO2MLRlxi/view?usp=sharing"
rel="nofollow"><img
src="https://uploads.republic.com/p/images/attachments/original/000/061/668/61668-1647896778-8ca32332db9b3c85f1ecd6cd64924f212396b844.png"
class="fr-fic fr-dib"></a> 
Public Investors only
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Mar 22
2022

TONESTONE IS IN THE BOSTON GLOBE!

ToneStone just had a major feature in The Boston Globe! The article is available
here (FYI there's a paywall) — and you can also read the full article pdf here.
Read more

Juliana Sullam
ToneStone

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This week we released our first-ever ToneStone mixtape, featuring music made in
ToneStone by our community! You can find the mixtape on Spotify — enjoy!

152
This week we released our first-ever ToneStone mixtape, featuring music made
in ToneStone by our community! <a
href="https://open.spotify.com/album/3szTYyUg6ZfM0F7he25sfS?si=2X6AEcVCSwmxA0lkwCN1tw"
target="_blank" rel="nofollow">You can find the mixtape on Spotify</a> —
enjoy!<img
src="https://uploads.republic.com/p/images/attachments/original/000/061/607/61607-1647641626-31cda5fefe48ce50f25734469fabcae4aa927b68.png"
class="fr-fic fr-dib">
Public Investors only
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Mar 19
2022

JUST RELEASED: TONESTONE COMMUNITY MIXTAPE VOL.1

This week we released our first-ever ToneStone mixtape, featuring music made in
ToneStone by our community! You can find the mixtape on Spotify — enjoy! Read
more

Juliana Sullam
ToneStone

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Greg is speaking about the future of music at TedXBoston!
Catch the livestream this Monday 3/7 at ~ 6:40pm EST:
https://tedxboston.com/livestream/

146
Greg is speaking about the future of music at TedXBoston! Catch the
livestream this Monday 3/7 at ~ 6:40pm EST: <a
href="https://tedxboston.com/livestream/"
rel="nofollow">https://tedxboston.com/livestream/</a>
Public Investors only
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Mar 4
2022

TONESTONE AT TEDX

Greg is speaking about the future of music at TedXBoston! Catch the livestream
this Monday 3/7 at ~ 6:40pm EST: https://tedxboston.com/livestream/ Read more

Juliana Sullam
ToneStone

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2
Mar 1
2022
Raised 100% 💥
Feb 26
2022
Raised 90% 🏁
Feb 24
2022
Raised 50% 🍹
Feb 23
2022
Raised 30% 🎂
Feb 23
2022
Launched 🚀

HEAR FROM SOME OF THE 107 PEOPLE RESERVED OR INVESTED IN TONESTONE

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HIGHLIGHTS

--------------------------------------------------------------------------------

$1M+ raised
Company has previously raised over $1M in capital

Venture-backed
The company is backed by a venture capital firm.

An interactive musical creativity platform for everyone

* Transforms music production into an entertaining, interactive experience
* Provides simple tools that let you start making music in seconds
* Gameplay mechanics drive musical creativity and deeper engagement
* CEO oversaw development on Guitar Hero and Rock Band ($3B in revenue)
* Desktop in live beta and Fall 2022 VR debut in Meta Quest Store
* Investors include VCs and executives from top gaming and consumer brands
* Try the ToneStone beta now at tonestone.com

PROBLEM

--------------------------------------------------------------------------------

EXISTING MUSIC SOFTWARE IS WAY TOO COMPLEX FOR CASUAL MUSIC-MAKING

—

People are creating amazing content everywhere, whether it’s videos on TikTok,
photos on Instagram, games in Roblox, or even entire worlds in Minecraft. The
creator generation has accessible platforms for almost every medium—but somehow,
music-making still requires investing time and money into complicated software.

If pro-tools are no longer needed for photos, videos, games or worldbuilding,
why are they necessary for digital music-making? Where is the music-making
solution for casual creators?

SOLUTION

--------------------------------------------------------------------------------

MEET TONESTONE:
MUSIC-MAKING, MADE EASY

—

ToneStone is a musical creativity platform for casual music-making on a massive
scale. Founded by the product lead behind Guitar Hero and Rock Band, ToneStone
combines gameplay mechanics with easy-to-use creative tools to redefine the
music-making experience.

A radical departure from existing music software—which is typically hard to
learn, expensive, and not intended for casual creative behavior—ToneStone is
easy and fun to use, free, and specifically designed for casual creation.

By transforming music production into an interactive entertainment experience,
ToneStone opens up music-making to the entire creator generation.

PRODUCT

--------------------------------------------------------------------------------

A FUN AND INTERACTIVE MUSIC CREATION EXPERIENCE

--------------------------------------------------------------------------------

Overview

--------------------------------------------------------------------------------

The ToneStone platform reinvents music making—we’re igniting a paradigm shift
from complex and intimidating pro-tools to highly-interactive, accessible and
casual creative experiences. Much like building in Minecraft is fun, creating
music in ToneStone is entertaining in and of itself.

Try the ToneStone beta out by going to www.tonestone.com.

—
Creation through gameplay

ToneStone uses gameplay mechanics to drive music creation. Our team leverages
game development expertise to design experiences that keep users entertained and
engaged in ToneStone. Our gameplay mechanics spark users to start creating music
instantly, while our planned progression-and-achievement system will motivate
users… Read more

A FUN AND INTERACTIVE MUSIC CREATION EXPERIENCE

--------------------------------------------------------------------------------

Overview

--------------------------------------------------------------------------------

Try the ToneStone beta out by going to www.tonestone.com.

—
Creation through gameplay

—
Simple tools, free sounds

ToneStone offers simple tools and free sounds that allow users to start creating
music seamlessly. Our patent-pending user interface is optimized for casual
creation—it allows users to quickly create and edit their music within a single
screen.

—
Proprietary file format

ToneStone has developed a new multitrack file format that allows for content
made in ToneStone to be shared, published, and remixed with all rights
appropriately tracked. This format also makes it easy for us to partner with 3rd
party gaming, media, and tech platforms that want to use music content made in
ToneStone.

—
Rights Management

Music creation, collaboration and sharing can be difficult and complicated, due
to the intricacies of music licensing and rights administration. ToneStone
removes this complexity, and gives users simple, understandable control over the
rights to their creations.

—
Ready for Web3 and NFTs

As new forms of blockchain-enabled music content and ownership come into being,
ToneStone is ideally positioned to support them. ToneStone’s ability to
individually track all music assets in a composition enables sophisticated new
form factors for next-gen NFTs.

—
Cross-platform

ToneStone is currently in beta for Mac and PC, with planned releases for VR and
mobile later in 2022.

TRACTION

--------------------------------------------------------------------------------

USERS ARE RAVING ABOUT THE TONESTONE BETA

—

ToneStone officially launched our beta desktop app in August 2021. The beta was
immediately met with enthusiasm, despite its early, prototype-like state. Within
4 days of announcing our beta, we had 1300 waitlist signups, and our Discord
server community doubled.

—

Feedback on our desktop beta has been positive, with many early users stating
that ToneStone is exactly what they’ve been waiting for. Our early user
community is highly engaged: users are making and sharing music creations
regularly, and providing helpful feedback to ToneStone.

ToneStone has been so promising that we have an opportunity to develop a VR
music creativity experience for the Meta Quest, which will debut in fall 2022.

—

CUSTOMERS

--------------------------------------------------------------------------------

YOUNG CREATORS ARE READY FOR TONESTONE

—

Our target users are Gen Z and millennials who are innate creators (TikTok,
Instagram) and music lovers, but have yet to venture into music production.
These users have no appetite for expensive, time-intensive music production
pro-tools, and are instead looking for fun and engaging casual creation
experiences.

Many of our early users have been wanting to make music and/or have been waiting
for a new interactive music experience to enter the market.

—

It’s worth noting that currently, ~98% of people in the music production
industry identify as male, and ToneStone seeks to empower underrepresented
identities in music production via our accessible platform.

BUSINESS MODEL

--------------------------------------------------------------------------------

RICH COMMERCIALIZATION OPPORTUNITIES

ToneStone is currently pre-revenue as we develop our platform and cultivate our
early user community. We have 3 planned revenue streams, at least one of which
we plan to implement by the end of 2022:

1. Subscriptions: Users can pay a low monthly or annual rate to access special
features, advanced capabilities, and content discounts.
2. Direct App Sales: Users can download ToneStone for a one-time cost.
3. Content Marketplace: Users can buy new music content, visualizers, and other
enhancements through our marketplace.

—

MARKET

--------------------------------------------------------------------------------

96M POTENTIAL USERS IN THE U.S. ALONE

There has never been a better time to introduce a casual music creation
platform. With our focus on Gen Z and millennials who are both music lovers and
innate creators, we’ve observed a large market opportunity.

96M POTENTIAL USERS IN THE U.S. ALONE

* With approximately 67% of young adults listening to music daily and 71% of
young adults using social media daily, we estimate our potential market size
of Gen Z and Millennial users at anywhere from 68M to 96M.
* We believe Gen Z is particularly ready for ToneStone—Gen Z’s top two favorite
activities are video games and listening to music. A platform that appeals to
both these passions has powerful potential within this population.
* As we’ve already seen ToneStone receive interest outside of the US, we
anticipate that our total market opportunity will increase significantly with
international expansion.
* The desire to be musically creative is widespread. 30% of adults surveyed
will create music in their lifetime; the behavior exists, we’re just tapping
into it.
* This behavior is further proven by the strength of the global music
production software market, which is expected to reach $12.1B by 2027.
* There is also tremendous momentum in creation-as-entertainment experiences.
As an example, Minecraft has 141M monthly active users and generated $415M in
revenue in 2020.

COMPETITION

--------------------------------------------------------------------------------

DEFINING A NEW CATEGORY IN CREATION-AS-ENTERTAINMENT

—

ToneStone is one of the first movers in building the music creation as
entertainment category, which focuses on combining musical creativity with
gameplay mechanics. We are not competing with traditional music creation
tools—we’re offering a net new category for casual creators that want to have
fun and not learn a pro-tool.

The ToneStone platform combines the impressive musical capabilities found in
traditional music pro-tools (commonly called digital audio workstations or
DAWs), with the interactive entertainment experiences offered by beloved music
video games like Rock Band and Beat Saber. When our mobile app debuts in fall
2022, we’ll be able to connect with mobile-first creators and… Read more

DEFINING A NEW CATEGORY IN CREATION-AS-ENTERTAINMENT

—

We’re uniquely positioned to offer users a fun, immersive experience that allows
users to create high-quality music they’re proud to share. In an era of massive
creative democratization, no one else is approaching casual music creation the
way ToneStone is.

VISION AND STRATEGY

--------------------------------------------------------------------------------

CASUAL MUSIC CREATION ON A MASSIVE SCALE

We are transforming music creation into a fun and accessible experience for mass
casual audiences, while establishing a major new market category in interactive
entertainment.

—
THE BIG PICTURE

At ToneStone, we believe that there is a deep affinity between music and play.
We are creating a new form of musical experience that builds on this affinity to
provide a path to musical expression for users who have a passion for music -
but lack skills and knowledge. Using ToneStone, players can unlock their musical
intuition and creativity to a degree they never thought possible. Beyond the
commercial promise of ToneStone, we want to bring the joy and fulfillment of
musical expression to anyone who wants to… Read more

CASUAL MUSIC CREATION ON A MASSIVE SCALE

We are transforming music creation into a fun and accessible experience for mass
casual audiences, while establishing a major new market category in interactive
entertainment.

—
THE BIG PICTURE

—
2022 PRODUCT DEVELOPMENT

In 2022, our core focus is building out our cross-platform musical creativity
experience. By the end of the year, we will evolve from a desktop beta to a
fully-realized creative experience that can be accessed on desktop, mobile and
VR. As we gain users and mature the ToneStone product, we’ll begin to focus on
monetization. By standing up a content marketplace and subscriptions, we can
deliver even better experiences to our users.

—
LONGER-TERM PRODUCT DEVELOPMENT

Later on in 2022 and well into 2023, we have plans to extend ToneStone’s
creative reach in some exciting new directions:

* Multiplayer: Collaborate on songs with other ToneStone users—with shared
authorship automatically built into the rights profile for each song.
* Real-time instruments and live streaming: Develop skills in real-time
performance with interactive melody and beat generators. Stream your
performances live, locally or online.
* Video creation: Add stills, GIFs and procedural image generators to your
deck, and output videos that track the audio content of your song. Perform
visuals live, or export music videos of your songs.
* AI-driven assisted songwriting: Match and extend composing styles by finding
ToneStone sounds, effects, and chord progressions to complement and extend
your songs.

—
WEB3, CRYPTO, AND NFTS

We are watching for the crypto-media space to mature past its current focus on
speculation and collectables, and toward more widespread and accessible tools
for delivering secured content. As it does so, ToneStone is uniquely positioned
to play a central role in the development of NFTs as an established next-gen
creative form factor—driving engagement between artists and their fans.

ToneStone provides a secure, flexible file format and delivery system for
innovative new forms of music: remixable songs, dynamic soundtracks, and
interactive compositions. We expect to partner with one or more crypto music
firms in 2022 to explore these opportunities.

—
PLATFORM PARTNERSHIPS

Another core focus for the next 1–2 years will be addressing the significant
demand from large media, technology, and gaming platforms for rights cleared
music content for their creators and developers. ToneStone can provide not only
cleared content (created in ToneStone), but a trackable file format and content
delivery pipelines.

Accordingly, in 2022 and beyond we expect ToneStone to start exploring potential
partnerships—wherein content created in ToneStone can be integrated directly
into other platforms. These partnerships will increase brand awareness of
ToneStone and expand our user base.

—
THE FUTURE LOOKS BRIGHT

ToneStone is a big, ambitious, and dare we say, radical vision. Given the
compelling market trends around other forms of casual creative expression, the
appetite for immersive, interactive experiences, and Gen Z’s dedication to
music, we believe ToneStone is perfectly positioned to bring casual music
creation to the masses, and define the music-creation-as-entertainment
experience.

FUNDING

--------------------------------------------------------------------------------

BACKED BY VCS AND FORMER LEADERS OF TOP INTERACTIVE BRANDS

LIKE GUITAR HERO AND PELOTON

—

Prior to our Republic campaign, we raised $1.535M in seed funding from Velan
Ventures and Tyr Partners, along with angel investors who have built or worked
on top brands like Peloton, Geocaching and Guitar Hero.

We’re raising capital on Republic to fund ToneStone’s next stage of development.
Funding will go to building out our cross-platform, gameplay-driven musical
experiences, as well as to early go-to-market and growth initiatives. With a
live desktop beta, we’ve already begun to demonstrate ToneStone’s potential;
and, additional funding will allow us to deliver more expansive music creation
experiences across VR, mobile, and desktop.

As gaming… Read more

BACKED BY VCS AND FORMER LEADERS OF TOP INTERACTIVE BRANDS

LIKE GUITAR HERO AND PELOTON

—

As gaming and casual creation continue to dominate consumer behaviors, we know
ToneStone’s vision will resonate with the Republic investor community. We’re
excited to bring Republic investors on board to help us realize our vision of
casual music creation on a massive scale.

FOUNDER

--------------------------------------------------------------------------------

A PROVEN FOUNDER WITH $3B IN PAST VIDEO GAME REVENUE

—

To our Republic investors,

My journey in interactive music experiences began at Harmonix, where I led
product development and oversaw titles like Guitar Hero and Rock Band. Even
though these games were hugely successful, I always believed there was even
greater potential for music and gaming.

In 2019, I decided to build ToneStone based on the core belief that music and
gaming could yield incredible creative outcomes. By combining music with
gameplay, on the scale of a platform with endless UGC possibilities, ToneStone
is designed to bring musical creativity to all of you who have music in you, and
want a better way to express it.

By investing in ToneStone, you’re investing in a… Read more

A PROVEN FOUNDER WITH $3B IN PAST VIDEO GAME REVENUE

—

To our Republic investors,

By investing in ToneStone, you’re investing in a founder whose past games
exceeded $3B in revenue. I’m grateful for your support as ToneStone undertakes a
huge challenge: unlocking casual musical creation at a massive scale.

Onwards,

Greg LoPiccolo, CEO

Greg LoPiccolo was previously VP of Product and Chief Creative Officer at
Harmonix, a game development studio, where he oversaw the development of the
landmark franchises Guitar Hero and Rock Band.

—
THE TONESTONE TEAM

Invest in ToneStone

DEAL TERMS

--------------------------------------------------------------------------------

Valuation cap

$10,000,000

The maximum valuation at which your investment converts into equity shares or
cash.
Learn more

Discount

20%

If a trigger event for ToneStone occurs, the discount provision gives investors
equity shares (or equal value in cash) at a reduced price.
Learn more.

Minimum investment

$150

The smallest investment amount that ToneStone is accepting.
Learn more

Maximum investment

$300,000

The largest investment amount that ToneStone is accepting.
Learn more

Funding goal

$25K – $1.07M

ToneStone needs to raise $25K before the deadline. The maximum amount ToneStone
is willing to raise across 2 offerings is $25K – $1.07M.
Learn more

Deadline
August 2, 2022
ToneStone needs to reach their minimum funding goal before the deadline (August
2, 2022 at 6:59 AM GMT). If they don’t, all investments will be refunded.
Learn more
Type of security

Crowd SAFE

A SAFE allows an investor to make a cash investment in a company, with rights to
receive certain company stock at a later date, in connection with a specific
event. · Learn more

Nominee Lead

Chief Executive Officer of the Company (currently Greg LoPiccolo)

Will direct the Nominee on certain matters like voting, amendments and
conversions affecting the security.
Learn more

How it works

DOCUMENTS

ABOUT TONESTONE

Legal Name
ToneStone, Inc
Founded
Sep 2018
Form
Delaware Corporation
Employees
0
Website
tonestone.com
Social Media

Headquarters
15 White Place , Brookline, MA
Headquarters
15 White Place, Brookline, MA, United States
TONESTONE TEAM
EVERYONE HELPING BUILD TONESTONE, NOT LIMITED TO EMPLOYEES

Greg LoPiccolo
Founder

PRESS

ゲーム感覚作曲ソフト『ToneStone』発表。『Guitar Hero』や『Left 4 Dead』のベテラン開...
AUTOMATON
·
Aug 14, 2021

デベロッパーのToneStoneは8月13日、楽曲制作ソフト『
ToneStone』を発表した。対応プラットフォームはPC（Steam）で、現在クローズドベータテストを実施している。ゲームと楽曲制作（DTM）ソフトの融合ともいえる作品だ。
...

Ex-Rock Band, Valve Devs' ToneStone Will Allow Anyone To ...
ScreenRant
·
Aug 12, 2021

Former Guitar Hero and Rock Band lead developer Greg LoPiccolo and Valve
programmer Tom Leonard reveal their new music cr...

ToneStone is a music production app from the people behin...
The Verge
·
Aug 12, 2021

ToneStone is an app designed to make producing music easy, even for users
without any musical experience, and it's create...

ToneStone is a music creation startup with its roots in g...
Musically

There's an interesting new phase of crossover happening between the worlds of
gaming and music-making, from Roblox app Sp...

Press Release recent news | page 1 of 115 | Game Developer
Game Developer

Funai Corporation, Inc. today enters the gaming universe by unveiling a new
series of high-performance 240Hz LED HDR gami...

ToneStone umožní ľahko vytvoriť hudbu aj úplným laikom
Sector.sk

Bývalí vývojári z Harmonix a Valve pripravujú svoj hudobný projekt ToneStone,
ktorý má komukoľvek umožniť komponovanie hu...

FAQ

How do I earn a return?

HOW DO I EARN A RETURN?

We are using Republic's Crowd SAFE security. Learn how this translates into a
return on investment here.

What must I do to receive my equity or cash in the event of the conversion of my
Crowd SAFE?

WHAT MUST I DO TO RECEIVE MY EQUITY OR CASH IN THE EVENT OF THE CONVERSION OF MY
CROWD SAFE?

Suppose the Company converts the Crowd SAFE as a result of an equity financing.
In that case, you must open a custodial account with the custodian and sign
subscription documentation to receive the equity securities. The Company will
notify you of the conversion trigger, and you must complete necessary
documentation within 30 days of such notice. If you do not complete the required
documentation with that time frame, you will only be able to receive an amount
of cash equal to (or less in some circumstances) your investment amount.
Unclaimed cash will be subject to relevant escheatment laws. For more
information, see the Crowd SAFE for this offering.

If the conversion of the Crowd SAFE is triggered as a result of a Liquidity
Event (e.g. M&A or an IPO), then you will be required to select between
receiving a cash payment (equal to your investment amount or a lesser amount) or
equity. You are required to make your selection (and complete any relevant
documentation) within 30 days of such receiving notice from the Company of the
conversion trigger, otherwise you will receive the cash payment option, which
will be subject to relevant escheatment laws. The equity consideration varies
depending on whether the Liquidity Event occurs before or after an equity
financing. For more information, see the Crowd SAFE for this offering.

Still have questions? Check the discussion section.

RISKS

While the Securities provide mechanisms whereby holders of the Securities would
be entitled to a return of their purchase amount upon the occurrence of certain
events, if the Company does not have sufficient cash on hand, this obligation
may not be fulfilled.
Upon the occurrence of certain events, as provided in the Securities, holders of
the Securities may be entitled to a return of the principal amount invested.
Despite the contractual provisions in the Securities, this right cannot be
guaranteed if the Company does not have sufficient liquid assets on hand.
Therefore, potential Investors should not assume a guaranteed return of their
investment amount. There is no guarantee of a return on an Investor’s
investment. There is no assurance that an Investor will realize a return on
their investment or that they will not lose their entire investment. For this
reason, each Investor should read this Form C and all exhibits carefully and
should consult with their attorney and business advisor prior to making any
investment decision.
In the event of the dissolution or bankruptcy of the Company, Investors will not
be treated as debt holders and therefore are unlikely to recover any proceeds.
In the event of the dissolution or bankruptcy of the Company, the holders of the
Securities that have not been converted will be entitled to distributions as
described in the Securities. This means that such holders will only receive
distributions once all of the creditors and more senior security holders,
including any holders of preferred stock, have been paid in full. Neither
holders of the Securities nor holders of CF Shadow Securities can be guaranteed
any proceeds in the event of the dissolution or bankruptcy of the Company.
There is no present market for the Securities and we have arbitrarily set the
price.
The Offering price was not established in a competitive market. We have
arbitrarily set the price of the Securities with reference to the general status
of the securities market and other relevant factors. The Offering price for the
Securities should not be considered an indication of the actual value of the
Securities and is not based on our asset value, net worth, revenues or other
established criteria of value. We cannot guarantee that the Securities can be
resold at the Offering price or at any other price.
Equity securities issued upon conversion of the Securities may be substantially
different from other equity securities offered or issued by the Company at the
time of conversion.
In the event the Company decides to exercise the conversion right, the Company
will convert the Securities into equity securities that are materially different
from the equity securities being issued to new investors at the time of
conversion in many ways, including, but not limited to, liquidation preferences,
dividend rights, or anti-dilution protection. Additionally, any equity
securities issued at the Conversion Price (as defined in the Crowd SAFE
agreement) shall have only such preferences, rights, and protections in
proportion to the Conversion Price and not in proportion to the price per share
paid by new investors receiving the equity securities. Upon conversion of the
Securities, the Company may not provide the holders of such Securities with the
same rights, preferences, protections, and other benefits or privileges provided
to other investors of the Company. The foregoing paragraph is only a summary of
a portion of the conversion feature of the Securities; it is not intended to be
complete, and is qualified in its entirety by reference to the full text of the
Crowd SAFE agreement, which is attached as Exhibit C.
Equity securities acquired upon conversion of the Securities may be
significantly diluted as a consequence of subsequent equity financings.
The Company’s equity securities will be subject to dilution. The Company intends
to issue additional equity to employees and third-party financing sources in
amounts that are uncertain at this time, and as a consequence holders of equity
securities resulting from the conversion of the Securities will be subject to
dilution in an unpredictable amount. Such dilution may reduce the Investor’s
control and economic interests in the Company. The amount of additional
financing needed by the Company will depend upon several contingencies not
foreseen at the time of this Offering. Generally, additional financing (whether
in the form of loans or the issuance of other securities) will be intended to
provide the Company with enough capital to reach the next major corporate
milestone. If the funds received in any additional financing are not sufficient
to meet the Company’s needs, the Company may have to raise additional capital at
a price unfavorable to their existing investors, including the holders of the
Securities. The availability of capital is at least partially a function of
capital market conditions that are beyond the control of the Company. There can
be no assurance that the Company will be able to accurately predict the future
capital requirements necessary for success or that additional funds will be
available from any source. Failure to obtain financing on favorable terms could
dilute or otherwise severely impair the value of the Securities. In addition,
the Company has certain equity grants and convertible securities outstanding.
Should the Company enter into a financing that would trigger any conversion
rights, the converting securities would further dilute the equity securities
receivable by the holders of the Securities upon a qualifying financing.
The Company may never elect to convert the Securities or undergo a liquidity
event and Investors may have to hold the Securities indefinitely.
The Company may never conduct a future equity financing or elect to convert the
Securities if such future equity financing does occur. In addition, the Company
may never undergo a liquidity event such as a sale of the Company or an initial
public offering. If neither the conversion of the Securities nor a liquidity
event occurs, Investors could be left holding the Securities in perpetuity. The
Securities have numerous transfer restrictions and will likely be highly
illiquid, with no secondary market on which to sell them. The Securities are not
equity interests, have no ownership rights, have no rights to the Company’s
assets or profits and have no voting rights or ability to direct the Company or
its actions.
Investors will be unable to declare the Security in “default” and demand
repayment.
Unlike convertible notes and some other securities, the Securities do not have
any “default” provisions upon which Investors will be able to demand repayment
of their investment. The Company has ultimate discretion as to whether or not to
convert the Securities upon a future equity financing and Investors have no
right to demand such conversion. Only in limited circumstances, such as a
liquidity event, may Investors demand payment and even then, such payments will
be limited to the amount of cash available to the Company.
Investors will not be entitled to any inspection or information rights other
than those required by law.
Investors will not have the right to inspect the books and records of the
Company or to receive financial or other information from the Company, other
than as required by law. Other security holders of the Company may have such
rights. Regulation CF requires only the provision of an annual report on Form C
and no additional information. Additionally, there are numerous methods by which
the Company can terminate annual report obligations, resulting in no information
rights, contractual, statutory or otherwise, owed to Investors. This lack of
information could put Investors at a disadvantage in general and with respect to
other security holders, including certain security holders who have rights to
periodic financial statements and updates from the Company such as quarterly
unaudited financials, annual projections and budgets, and monthly progress
reports, among other things.
Investors will not have voting rights, even upon conversion of the Securities
into CF Shadow Securities.
into CF Shadow Securities (the occurrence of which cannot be guaranteed). Upon
such conversion, the CF Shadow Securities will have no voting rights and, in
circumstances where a statutory right to vote is provided by state law, the CF
Shadow Security holders or the party holding the CF Shadow Securities on behalf
of the Investors are required to enter into a proxy agreement with its designee
to vote their CF Shadow Securities with the majority of the holder(s) of the
securities issued in the round of equity financing that triggered the conversion
right. For example, if the Securities are converted in connection with an
offering of Series B Preferred Stock, Investors would directly or beneficially
receive CF Shadow Securities in the form of shares of Series B-CF Shadow
Preferred Stock and such shares would be required to be subject to a proxy that
allows a designee to vote their shares of Series B-CF Shadow Preferred Stock
consistent with the majority of the Series B Preferred Stockholders. Thus,
Investors will essentially never be able to vote upon any matters of the Company
unless otherwise provided for by the Company.
Investors will not become equity holders until the Company decides to convert
the Securities into “CF Shadow Securities” (the type of equity securities
issuable upon conversion of the Securities) or until there is a change of
control or sale of substantially all of the Company’s assets.
Investors will not have an ownership claim to the Company or to any of its
assets or revenues for an indefinite amount of time and depending on when and
how the Securities are converted, the Investors may never become equity holders
of the Company. Investors will not become equity holders of the Company unless
the Company receives a future round of financing great enough to trigger a
conversion and the Company elects to convert the Securities into CF Shadow
Securities. The Company is under no obligation to convert the Securities into CF
Shadow Securities. In certain instances, such as a sale of the Company or
substantially all of its assets, an initial public offering or a dissolution or
bankruptcy, the Investors may only have a right to receive cash, to the extent
available, rather than equity in the Company. Further, the Investor may never
become an equity holder, merely a beneficial owner of an equity interest, should
the Company or the Nominee decide to move the Crowd SAFE or the securities
issuable thereto into a custodial relationship.
Investors will not have voting rights, even upon conversion of the Securities
and will grant a third-party nominee broad power and authority to act on their
behalf.
In connection with investing in this Offering to purchase a Crowd SAFE (Simple
Agreement for Future Equity) investors will designate Republic Investment
Services LLC (f/k/a NextSeed Services, LLC) (“Nominee”) to act on their behalf
as agent and proxy in all respects. The Nominee will be entitled, among other
things, to exercise any voting rights (if any) conferred upon the holder of a
Crowd SAFE or any securities acquired upon their conversion, to execute on
behalf of an investor all transaction documents related to the transaction or
other corporate event causing the conversion of the Crowd SAFE, and as part of
the conversion process the Nominee has the authority to open an account in the
name of a qualified custodian, of the Nominee’s sole discretion, to take custody
of any securities acquired upon conversion of the Crowd SAFE. Thus, by
participating in the Offering, investors will grant broad discretion to a third
party (the Nominee and its agents) to take various actions on their behalf, and
investors will essentially not be able to vote upon matters related to the
governance and affairs of the Company nor take or effect actions that might
otherwise be available to holders of the Crowd SAFE and any securities acquired
upon their conversion. Investors should not participate in the Offering unless
he, she or it is willing to waive or assign certain rights that might otherwise
be afforded to a holder of the Crowd SAFE to the Nominee and grant broad
authority to the Nominee to take certain actions on behalf of the investor,
including changing title to the Security.
Investors will not have voting rights, even upon conversion of the Securities
and will grant a third-party nominee broad power and authority to act on their
behalf.
In connection with investing in this Offering to purchase a Crowd SAFE (Simple
Agreement for Future Equity) investors will designate Republic Investment
Services LLC (f/k/a NextSeed Services, LLC) (“Nominee”) to act on their behalf
as agent and proxy in all respects. The Nominee will be entitled, among other
things, to exercise any voting rights (if any) conferred upon the holder of a
Crowd SAFE or any securities acquired upon their conversion, to execute on
behalf of an investor all transaction documents related to the transaction or
other corporate event causing the conversion of the Crowd SAFE, and as part of
the conversion process the Nominee has the authority to open an account in the
name of a qualified custodian, of the Nominee’s sole discretion, to take custody
of any securities acquired upon conversion of the Crowd SAFE. Thus, by
participating in the Offering, investors will grant broad discretion to a third
party (the Nominee and its agents) to take various actions on their behalf, and
investors will essentially not be able to vote upon matters related to the
governance and affairs of the Company nor take or effect actions that might
otherwise be available to holders of the Crowd SAFE and any securities acquired
upon their conversion. Investors should not participate in the Offering unless
he, she or it is willing to waive or assign certain rights that might otherwise
be afforded to a holder of the Crowd SAFE to the Nominee and grant broad
authority to the Nominee to take certain actions on behalf of the investor,
including changing title to the Security.
The Securities will not be freely tradable under the Securities Act until one
year from the initial purchase date. Although the Securities may be tradable
under federal securities law, state securities regulations may apply, and each
Investor should consult with their attorney.
You should be aware of the long-term nature of this investment. There is not now
and likely will not ever be a public market for the Securities. Because the
Securities have not been registered under the Securities Act or under the
securities laws of any state or foreign jurisdiction, the Securities have
transfer restrictions and cannot be resold in the United States except pursuant
to Rule 501 of Regulation CF. It is not currently contemplated that registration
under the Securities Act or other securities laws will be effected. Limitations
on the transfer of the Securities may also adversely affect the price that you
might be able to obtain for the Securities in a private sale. Investors should
be aware of the long-term nature of their investment in the Company. Each
Investor in this Offering will be required to represent that they are purchasing
the Securities for their own account, for investment purposes and not with a
view to resale or distribution thereof.
The Company has the right to conduct multiple closings during the Offering.
If the Company meets certain terms and conditions, an intermediate close of the
Offering can occur, which will allow the Company to draw down on seventy percent
(70%) of the proceeds committed and captured in the Offering during the relevant
period. The Company may choose to continue the Offering thereafter. Investors
should be mindful that this means they can make multiple investment commitments
in the Offering, which may be subject to different cancellation rights. For
example, if an intermediate close occurs and later a material change occurs as
the Offering continues, Investors whose investment commitments were previously
closed upon will not have the right to re-confirm their investment as it will be
deemed to have been completed prior to the material change.
The Company may also end the Offering early.
If the Target Offering Amount is met after 21 calendar days, but before the
Offering Deadline, the Company can end the Offering by providing notice to
Investors at least 5 business days prior to the end of the Offering. This means
your failure to participate in the Offering in a timely manner, may prevent you
from being able to invest in this Offering – it also means the Company may limit
the amount of capital it can raise during the Offering by ending the Offering
early.
The Company has the right to extend the Offering Deadline.
The Company may extend the Offering Deadline beyond what is currently stated
herein. This means that your investment may continue to be held in escrow while
the Company attempts to raise the Target Offering Amount even after the Offering
Deadline stated herein is reached. While you have the right to cancel your
investment in the event the Company extends the Offering Deadline, if you choose
to reconfirm your investment, your investment will not be accruing interest
during this time and will simply be held until such time as the new Offering
Deadline is reached without the Company receiving the Target Offering Amount, at
which time it will be returned to you without interest or deduction, or the
Company receives the Target Offering Amount, at which time it will be released
to the Company to be used as set forth herein. Upon or shortly after the release
of such funds to the Company, the Securities will be issued and distributed to
you.
The Company has the right to limit individual Investor commitment amounts based
on the Company’s determination of an Investor’s sophistication.
The Company may prevent any Investor from committing more than a certain amount
in this Offering based on the Company’s determination of the Investor’s
sophistication and ability to assume the risk of the investment. This means that
your desired investment amount may be limited or lowered based solely on the
Company’s determination and not in line with relevant investment limits set
forth by the Regulation CF rules. This also means that other Investors may
receive larger allocations of the Offering based solely on the Company’s
determination.
The Company's management may have broad discretion in how the Company uses the
net proceeds of the Offering.
Unless the Company has agreed to a specific use of the proceeds from the
Offering, the Company’s management will have considerable discretion over the
use of proceeds from the Offering. You may not have the opportunity, as part of
your investment decision, to assess whether the proceeds are being used
appropriately.
Neither the Offering nor the Securities have been registered under federal or
state securities laws.
No governmental agency has reviewed or passed upon this Offering or the
Securities. Neither the Offering nor the Securities have been registered under
federal or state securities laws. Investors will not receive any of the benefits
available in registered offerings, which may include access to quarterly and
annual financial statements that have been audited by an independent accounting
firm. Investors must therefore assess the adequacy of disclosure and the
fairness of the terms of this Offering based on the information provided in this
Form C and the accompanying exhibits.
The U.S. Securities and Exchange Commission does not pass upon the merits of the
Securities or the terms of the Offering, nor does it pass upon the accuracy or
completeness of any Offering document or literature.
You should not rely on the fact that our Form C is accessible through the U.S.
Securities and Exchange Commission’s EDGAR filing system as an approval,
endorsement or guarantee of compliance as it relates to this Offering. The U.S.
Securities and Exchange Commission has not reviewed this Form C, nor any
document or literature related to this Offering.
The Company could potentially be found to have not complied with securities law
in connection with this Offering related to "Testing the Waters".
Prior to filing this Form C, the Company engaged in “testing the waters”
permitted under Regulation Crowdfunding (17 CFR 227.206), which allows issuers
to communicate to determine whether there is interest in the Offering. All
communication sent is deemed to be an offer of securities for purposes of the
antifraud provisions of federal securities laws. Any Investor who expressed
interest prior to the date of this Offering should read this Form C thoroughly
and rely only on the information provided herein and not on any statement made
prior to the Offering. The communication sent to Investors prior to the Offering
are attached as Exhibit E. Some of these communications may not have included
proper disclaimers required for "testing the waters".
State and federal securities laws are complex, and the Company could potentially
be found to have not complied with all relevant state and federal securities law
in prior offerings of securities.
The Company has conducted previous offerings of securities and may not have
complied with all relevant state and federal securities laws. If a court or
regulatory body with the required jurisdiction ever concluded that the Company
may have violated state or federal securities laws, any such violation could
result in the Company being required to offer rescission rights to investors in
such offering. If such investors exercised their rescission rights, the Company
would have to pay to such investors an amount of funds equal to the purchase
price paid by such investors plus interest from the date of any such purchase.
No assurances can be given the Company will, if it is required to offer such
investors a rescission right, have sufficient funds to pay the prior investors
the amounts required or that proceeds from this Offering would not be used to
pay such amounts. In addition, if the Company violated federal or state
securities laws in connection with a prior offering and/or sale of its
securities, federal or state regulators could bring an enforcement, regulatory
and/or other legal action against the Company which, among other things, could
result in the Company having to pay substantial fines and be prohibited from
selling securities in the future.
Affiliates of the Company, including officers, directors and existing
shareholders of the Company, may invest in this Offering and their funds will be
counted toward the Company achieving the Minimum Amount.
There is no restriction on affiliates of the Company, including its officers,
directors and existing shareholders, investing in the Offering. As a result, it
is possible that if the Company has raised some funds, but not reached the
Minimum Amount, affiliates can contribute the balance so that there will be a
closing. The Minimum Amount is typically intended to be a protection for
investors and gives investors confidence that other investors, along with them,
are sufficiently interested in the Offering and the Company and its prospects to
make an investment of at least the Minimum Amount. By permitting affiliates to
invest in the offering and make up any shortfall between what non-affiliate
investors have invested and the Minimum Amount, this protection is largely
eliminated. Investors should be aware that no funds other than their own and
those of affiliates investing along with them may be invested in this Offering.
Changes in employment laws or regulation could harm our performance.
Various federal and state labor laws govern our relationship with our employees
and affect operating costs. These laws include minimum wage requirements,
overtime pay, healthcare reform and the implementation of the Patient Protection
and Affordable Care Act, unemployment tax rates, workers’ compensation rates,
citizenship requirements, union membership and sales taxes. A number of factors
could adversely affect our operating results, including additional government-
imposed increases in minimum wages, overtime pay, paid leaves of absence and
mandated health benefits, mandated training for employees, increased tax
reporting and tax payment requirements for employees who receive tips, a
reduction in the number of states that allow tips to be credited toward minimum
wage requirements, changing regulations from the National Labor Relations Board
and increased employee litigation including claims relating to the Fair Labor
Standards Act.
We operate in a highly regulated environment, and if we are found to be in
violation of any of the federal, state, or local laws or regulations applicable
to us, our business could suffer.
We are also subject to a wide range of federal, state, and local laws and
regulations. The violation of these or future requirements or laws and
regulations could result in administrative, civil, or criminal sanctions against
us, which may include fines, a cease and desist order against the subject
operations or even revocation or suspension of our license to operate the
subject business. As a result, we may incur capital and operating expenditures
and other costs to comply with these requirements and laws and regulations.
Changes in federal, state or local laws and government regulation could
adversely impact our business.
The Company is subject to legislation and regulation at the federal and local
levels and, in some instances, at the state level. New laws and regulations may
impose new and significant disclosure obligations and other operational,
marketing and compliance-related obligations and requirements, which may lead to
additional costs, risks of non-compliance, and diversion of our management's
time and attention from strategic initiatives. Additionally, federal, state and
local legislators or regulators may change current laws or regulations which
could adversely impact our business. Further, court actions or regulatory
proceedings could also change our rights and obligations under applicable
federal, state and local laws, which cannot be predicted. Modifications to
existing requirements or imposition of new requirements or limitations could
have an adverse impact on our business.
The Company is not subject to Sarbanes-Oxley regulations and may lack the
financial controls and procedures of public companies.
The Company may not have the internal control infrastructure that would meet the
standards of a public company, including the requirements of the Sarbanes Oxley
Act of 2002. As a privately-held (non-public) Company, the Company is currently
not subject to the Sarbanes Oxley Act of 2002, and its financial and disclosure
controls and procedures reflect its status as a development stage, non-public
company. There can be no guarantee that there are no significant deficiencies or
material weaknesses in the quality of the Company's financial and disclosure
controls and procedures. If it were necessary to implement such financial and
disclosure controls and procedures, the cost to the Company of such compliance
could be substantial and could have a material adverse effect on the Company’s
results of operations.
The use of individually identifiable data by our business, our business
associates and third parties is regulated at the state, federal and
international levels.
The regulation of individual data is changing rapidly, and in unpredictable
ways. A change in regulation could adversely affect our business, including
causing our business model to no longer be viable. Costs associated with
information security – such as investment in technology, the costs of compliance
with consumer protection laws and costs resulting from consumer fraud – could
cause our business and results of operations to suffer materially. Additionally,
the success of our online operations depends upon the secure transmission of
confidential information over public networks, including the use of cashless
payments. The intentional or negligent actions of employees, business associates
or third parties may undermine our security measures. As a result, unauthorized
parties may obtain access to our data systems and misappropriate confidential
data. There can be no assurance that advances in computer capabilities, new
discoveries in the field of cryptography or other developments will prevent the
compromise of our customer transaction processing capabilities and personal
data. If any such compromise of our security or the security of information
residing with our business associates or third parties were to occur, it could
have a material adverse effect on our reputation, operating results and
financial condition. Any compromise of our data security may materially increase
the costs we incur to protect against such breaches and could subject us to
additional legal risk.
Security breaches of confidential customer information, in connection with our
electronic processing of credit and debit card transactions, or confidential
employee information may adversely affect our business.
Our business requires the collection, transmission and retention of personally
identifiable information, in various information technology systems that we
maintain and in those maintained by third parties with whom we contract to
provide services. The integrity and protection of that data is critical to us.
The information, security and privacy requirements imposed by governmental
regulation are increasingly demanding. Our systems may not be able to satisfy
these changing requirements and customer and employee expectations, or may
require significant additional investments or time in order to do so. A breach
in the security of our information technology systems or those of our service
providers could lead to an interruption in the operation of our systems,
resulting in operational inefficiencies and a loss of profits. Additionally, a
significant theft, loss or misappropriation of, or access to, customers’ or
other proprietary data or other breach of our information technology systems
could result in fines, legal claims or proceedings.
Our business could be negatively impacted by cyber security threats, attacks and
other disruptions.
We may face advanced and persistent attacks on our information infrastructure
where we manage and store various proprietary information and
sensitive/confidential data relating to our operations. These attacks may
include sophisticated malware (viruses, worms, and other malicious software
programs) and phishing emails that attack our products or otherwise exploit any
security vulnerabilities. These intrusions sometimes may be zero-day malware
that are difficult to identify because they are not included in the signature
set of commercially available antivirus scanning programs. Experienced computer
programmers and hackers may be able to penetrate our network security and
misappropriate or compromise our confidential information or that of our
customers or other third-parties, create system disruptions, or cause shutdowns.
Additionally, sophisticated software and applications that we produce or procure
from third-parties may contain defects in design or manufacture, including
“bugs” and other problems that could unexpectedly interfere with the operation
of the information infrastructure. A disruption, infiltration or failure of our
information infrastructure systems or any of our data centers as a result of
software or hardware malfunctions, computer viruses, cyber-attacks, employee
theft or misuse, power disruptions, natural disasters or accidents could cause
breaches of data security, loss of critical data and performance delays, which
in turn could adversely affect our business.
We have not prepared any audited financial statements.
The financial statements attached as Exhibit A to this Form C have been
“reviewed” only and such financial statements have not been verified with
outside evidence as to management’s amounts and disclosures. Additionally, tests
on internal controls have not been conducted. Therefore, you will have no
audited financial information regarding the Company’s capitalization or assets
or liabilities on which to make your investment decision.
Damage to our reputation could negatively impact our business, financial
condition and results of operations.
Our reputation and the quality of our brand are critical to our business and
success in existing markets and will be critical to our success as we enter new
markets. Any incident that erodes consumer loyalty for our brand could
significantly reduce its value and damage our business. We may be adversely
affected by any negative publicity, regardless of its accuracy. Also, there has
been a marked increase in the use of social media platforms and similar devices,
including blogs, social media websites and other forms of internet-based
communications that provide individuals with access to a broad audience of
consumers and other interested persons. The availability of information on
social media platforms is virtually immediate as is its impact. Information
posted may be adverse to our interests or may be inaccurate, each of which may
harm our performance, prospects or business. The harm may be immediate and may
disseminate rapidly and broadly, without affording us an opportunity for redress
or correction.
Industry consolidation may result in increased competition, which could result
in a loss of customers or a reduction in revenue.
Some of our competitors have made or may make acquisitions or may enter into
partnerships or other strategic relationships to offer more comprehensive
services than they individually had offered or achieve greater economies of
scale. In addition, new entrants not currently considered to be competitors may
enter our market through acquisitions, partnerships or strategic relationships.
We expect these trends to continue as companies attempt to strengthen or
maintain their market positions. The potential entrants may have competitive
advantages over us, such as greater name recognition, longer operating
histories, more varied services and larger marketing budgets, as well as greater
financial, technical and other resources. The companies resulting from
combinations or that expand or vertically integrate their business to include
the market that we address may create more compelling service offerings and may
offer greater pricing flexibility than we can or may engage in business
practices that make it more difficult for us to compete effectively, including
on the basis of price, sales and marketing programs, technology or service
functionality. These pressures could result in a substantial loss of our
customers or a reduction in our revenue.
The development and commercialization of our products is highly competitive.
We face competition with respect to any products that we may seek to develop or
commercialize in the future. Our competitors include major companies worldwide.
Many of our competitors have significantly greater financial, technical and
human resources than we have and superior expertise in research and development
and marketing approved products and thus may be better equipped than us to
develop and commercialize products. These competitors also compete with us in
recruiting and retaining qualified personnel and acquiring technologies. Smaller
or early stage companies may also prove to be significant competitors,
particularly through collaborative arrangements with large and established
companies. Accordingly, our competitors may commercialize products more rapidly
or effectively than we are able to, which would adversely affect our competitive
position, the likelihood that our products will achieve initial market
acceptance, and our ability to generate meaningful additional revenues from our
products.
We need to rapidly and successfully develop and introduce new products in a
competitive, demanding and rapidly changing environment.
To succeed in our intensely competitive industry, we must continually improve,
refresh and expand our product and service offerings to include newer features,
functionality or solutions, and keep pace with changes in the industry.
Shortened product life cycles due to changing customer demands and competitive
pressures may impact the pace at which we must introduce new products or
implement new functions or solutions. In addition, bringing new products or
solutions to the market entails a costly and lengthy process, and requires us to
accurately anticipate changing customer needs and trends. We must continue to
respond to changing market demands and trends or our business operations may be
adversely affected.
In order for the Company to compete and grow, it must attract, recruit, retain
and develop the necessary personnel who have the needed experience.
Recruiting and retaining highly qualified personnel is critical to our success.
These demands may require us to hire additional personnel and will require our
existing management and other personnel to develop additional expertise. We face
intense competition for personnel, making recruitment time-consuming and
expensive. The failure to attract and retain personnel or to develop such
expertise could delay or halt the development and commercialization of our
product candidates. If we experience difficulties in hiring and retaining
personnel in key positions, we could suffer from delays in product development,
loss of customers and sales and diversion of management resources, which could
adversely affect operating results. Our consultants and advisors may be employed
by third parties and may have commitments under consulting or advisory contracts
with third parties that may limit their availability to us, which could further
delay or disrupt our product development and growth plans.
The Company’s success depends on the experience and skill of its executive
officers and key employees.
We are dependent on our executive officers and key employees. These persons may
not devote their full time and attention to the matters of the Company. The loss
of any or all of our executive officers and key employees could harm the
Company's business, financial condition, cash flow and results of operations.
Although dependent on certain key personnel, the Company does not have any key
person life insurance policies on any such people. We are dependent on certain
key personnel in order to conduct our operations and execute our business plan,
however, the Company has not purchased any insurance policies with respect to
those individuals in the event of their death or disability. Therefore, if any
of these personnel die or become disabled, the Company will not receive any
compensation to assist with such person’s absence. The loss of such person could
negatively affect the Company and our operations. We have no way to guarantee
key personnel will stay with the Company, as many states do not enforce
non-competition agreements, and therefore acquiring key man insurance will not
ameliorate all of the risk of relying on key personnel.
We rely on various intellectual property rights, including trademarks, in order
to operate our business.
The Company relies on certain intellectual property rights to operate its
business. The Company’s intellectual property rights may not be sufficiently
broad or otherwise may not provide us a significant competitive advantage. In
addition, the steps that we have taken to maintain and protect our intellectual
property may not prevent it from being challenged, invalidated, circumvented or
designed-around, particularly in countries where intellectual property rights
are not highly developed or protected. In some circumstances, enforcement may
not be available to us because an infringer has a dominant intellectual property
position or for other business reasons, or countries may require compulsory
licensing of our intellectual property. Our failure to obtain or maintain
intellectual property rights that convey competitive advantage, adequately
protect our intellectual property or detect or prevent circumvention or
unauthorized use of such property, could adversely impact our competitive
position and results of operations. We also rely on nondisclosure and
noncompetition agreements with employees, consultants and other parties to
protect, in part, trade secrets and other proprietary rights. There can be no
assurance that these agreements will adequately protect our trade secrets and
other proprietary rights and will not be breached, that we will have adequate
remedies for any breach, that others will not independently develop
substantially equivalent proprietary information or that third parties will not
otherwise gain access to our trade secrets or other proprietary rights. As we
expand our business, protecting our intellectual property will become
increasingly important. The protective steps we have taken may be inadequate to
deter our competitors from using our proprietary information. In order to
protect or enforce our intellectual property rights, we may be required to
initiate litigation against third parties, such as infringement lawsuits. Also,
these third parties may assert claims against us with or without provocation.
These lawsuits could be expensive, take significant time and could divert
management’s attention from other business concerns. We cannot assure you that
we will prevail in any of these potential suits or that the damages or other
remedies awarded, if any, would be commercially valuable.
We rely on other companies to provide components and services for our products
and services.
We depend on third party vendors to meet our contractual obligations to our
customers and conduct our operations. Our ability to meet our obligations to our
customers may be adversely affected if vendors do not provide the agreed-upon
services in compliance with customer requirements and in a timely and
cost-effective manner. Likewise, the quality of our services may be adversely
impacted if companies to whom we delegate certain services do not perform to
our, and our customers’, expectations. Our vendors may also be unable to quickly
recover from natural disasters and other events beyond their control and may be
subject to additional risks such as financial problems that limit their ability
to conduct their operations. The risk of these adverse effects may be greater in
circumstances where we rely on only one or two vendors for a particular service.
We may implement new lines of business or offer new products and services within
existing lines of business.
As an early-stage company, we may implement new lines of business at any time.
There are substantial risks and uncertainties associated with these efforts,
particularly in instances where the markets are not fully developed. In
developing and marketing new lines of business and/or new products and services,
we may invest significant time and resources. Initial timetables for the
introduction and development of new lines of business and/or new products or
services may not be achieved, and price and profitability targets may not prove
feasible. We may not be successful in introducing new products and services in
response to industry trends or developments in technology, or those new products
may not achieve market acceptance. As a result, we could lose business, be
forced to price products and services on less advantageous terms to retain or
attract clients or be subject to cost increases. As a result, our business,
financial condition or results of operations may be adversely affected.
We may not have enough authorized capital stock to issue shares of common stock
to investors upon the conversion of any security convertible into shares of our
common stock, including the Securities.
Currently, our authorized capital stock consists of 10,000,000 shares of common
stock, of which 3,395,909 shares of common stock are issued and outstanding.
Unless we increase our authorized capital stock, we may not have enough
authorized common stock to be able to obtain funding by issuing shares of our
common stock or securities convertible into shares of our common stock. We may
also not have enough authorized capital stock to issue shares of common stock to
investors upon the conversion of any security convertible into shares of our
common stock, including the Securities.
We may face potential difficulties in obtaining capital.
We may have difficulty raising needed capital in the future as a result of,
among other factors, our lack of revenues from sales, as well as the inherent
business risks associated with our Company and present and future market
conditions. Our business currently has limited sales and future sources of
revenue may not be sufficient to meet our future capital requirements. We will
require additional funds to execute our business strategy and conduct our
operations. If adequate funds are unavailable, we may be required to delay,
reduce the scope of or eliminate one or more of our research, development or
commercialization programs, product launches or marketing efforts, any of which
may materially harm our business, financial condition and results of operations.
The amount of capital the Company is attempting to raise in this Offering may
not be enough to sustain the Company’s current business plan.
In order to achieve the Company’s near and long-term goals, the Company may need
to procure funds in addition to the amount raised in the Offering. There is no
guarantee the Company will be able to raise such funds on acceptable terms or at
all. If we are not able to raise sufficient capital in the future, we may not be
able to execute our business plan, our continued operations will be in jeopardy
and we may be forced to cease operations and sell or otherwise transfer all or
substantially all of our remaining assets, which could cause an Investor to lose
all or a portion of their investment.
Global crises, such as COVID-19, can have a significant effect on our business
operations and revenue projections.
A significant outbreak of contagious diseases, such as COVID-19, in the human
population could result in a widespread health crisis that could adversely
affect the economies and financial markets of many countries, including the
United States where we principally operate, resulting in an economic downturn
that could reduce the demand for our products and services and impair our
business prospects, including as a result of being unable to raise additional
capital on acceptable terms to us, if at all.
We have a limited operating history upon which you can evaluate our performance,
and accordingly, our prospects must be considered in light of the risks that any
new company encounters.
The Company is still in an early phase and we are just beginning to implement
our business plan. There can be no assurance that we will ever operate
profitably. The likelihood of our success should be considered in light of the
problems, expenses, difficulties, complications and delays usually encountered
by early-stage companies. The Company may not be successful in attaining the
objectives necessary for it to overcome these risks and uncertainties.
Show all Risks

DISCUSSION

Ask questions and share feedback with the ToneStone team below. If you have
support related questions for Republic, please contact investors@republic.co.
Zachary Snader
27 days ago
Do you have a strategy in mind for how you'll get more musicians / content
creators to check out ToneStone?

On a somewhat-related note, I'm wondering what other names you considered before
settling on ToneStone. What do you see as the direction for the brand?
Admittedly, I love the idea but the branding feels cumbersome to me; the name
doesn't exactly roll off the tongue. Maybe it's just because the product is
still fresh in my mind and it needs time to settle in a bit.
0 Like Reply

Greg LoPiccolo @zachary-snader We have a few threads:

--We have good connections with some established labels, and expect to reach out
to them and work with their acts to hand-build the initial experiences as we
develop the content pipeline and ingestion tools.
--We are negotiating with some existing Web3-focused music portals and labels,
which feels like a natural fit for where we want to end up - with creator
ownership established on-chain. A lot of Web3-focused artists are already bought
into the possibilities - and the user-facing ToneStone experience will be miles
beyond anything yet available.
--We like "ToneStone" - it's got a light musical connection ("Tone"), and the
team has come to think of the individual clip tiles as "stones." This makes more
sense in the upcoming V2 build, with the clips being much more volumetric 3D
objects. Honestly, finding a title that's topical but not already trademarked is
a challenge, which is why you see lots of companies called things like
"Avantria." I just made that up, but that's the gist of it.
ToneStone team
27 days ago
1 like
·
Reply
·
ToneStone team
·
27 days ago

Zachary Snader
29 days ago
Any rewards for the campaign? I'd love to get a membership of some kind with an
investment.
0 Like Reply

Zachary Snader @greg-lopiccolo Right on, appreciate the reply Greg.
27 days ago
0 Like
·
Reply
·
27 days ago

Greg LoPiccolo @zachary-snader We're still working out the specifics of how
membership and monetization will work - so can't offer this right now. That
said, the current build (Mac and Windows) is fully functional, and can be
downloaded and used right now, free of charge. If you have a Discord account,
you can link to your ToneStone account and participate in sharing and remixing
with the ToneStone community.
ToneStone team
29 days ago
1 like
·
Reply
·
ToneStone team
·
29 days ago

Matthew Kuntz
about 1 month ago
Such a cool idea with an amazing team. Is there a specific feature of area in
ToneStone that you think is going to especially impress and hook the initial
audience?
0 Like Reply

Greg LoPiccolo @matthew-kuntz Great question! The most powerful part of the
ToneStone experience that we have seen so far with our early users is simply
that sense of creative discovery - as users realize "hey, I can do this!" and
start making songs they are proud of. The shipping version should be a lot
better at getting users to that spot, but we have already seen it working. A
close second: multiplayer, which we really want to include in the launch if at
all possible. Playing ToneStone with a friend should be amazing.
ToneStone team
About 1 month ago
0 Like
·
Reply
·
ToneStone team
·
About 1 month ago

Robin Sorrell
Investor in ToneStone
·
2 months ago
Yay, such a positive campaign. Good vibes.
1 like Reply

Juliana Sullam @robin-sorrell great to have you onboard!
ToneStone team
2 months ago
0 Like
·
Reply
·
ToneStone team
·
2 months ago

Greg LoPiccolo @robin-sorrell Thanks for being part of our journey!
ToneStone team
2 months ago
0 Like
·
Reply
·
ToneStone team
·
2 months ago

Takashi Sengoku
3 months ago
HI. Would you please activate the Credit Card option to reserve on Republic. com
page? I love your business.
1 like Reply

Takashi Sengoku @juliana-sullam Seemingly yet to be. ???.
3 months ago
0 Like
·
Reply
·
3 months ago

Juliana Sullam @takashi-sengoku credit card reservations are now accepted!
ToneStone team
3 months ago
0 Like
·
Reply
·
ToneStone team
·
3 months ago

Juliana Sullam @takashi-sengoku thanks so much! We are working with Republic
Support to activate credit card reservations. I'll follow up when it's ready!
ToneStone team
3 months ago
2 likes
·
Reply
·
ToneStone team
·
3 months ago

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