FROM PASSION TO TRADE

Transcription

1 ZEPTAGRAM FROM PASSION TO TRADE INVESTMENT PROPOSAL

2 ZEPTAGRAM AB Changing the music industry with blockchain technology In a world where Coca Cola's brands and recipes are more valuable than factories and in a future where we all have 3D printers at home, we believe that IP rights will become increasingly valuable. Zeptagram has started tokenizing music rights based on the blockchain technology. We have developed a platform that can be adapted to intellectual property rights in film, patents, gaming, trademarks, etc. At Zeptagram, we believe that we are moving towards a world where most things will be tokenized. Exchange for music and IP rights Zeptagram aims to decentralize the music industry, becoming an exchange and crowdfunding platform for music and other IP rights through the technologies of the future. The company wants to create fairness, transparency and contribute to democratization of the music industry. In addition Zeptagram makes it possible for fans and the general public to invest in music. Easy like investing in stocks The company tokenizes music rights and has created a platform where tokens can be traded. Zeptagram will provide the rightful owner opportunity to offer music rights for investment to fans, investors and traders through an app-based platform that uses blockchain technology to trade, distribute and collect royalty income. Music tokens can be compared to shares but instead of owning part of a company in order to take advantage of future dividends and possible value growth, you own a proportion in a song or an album for the purpose of taking part in future royalties and possible value growth. Digital platform based on smart contracts Zeptagram is a digital platform where owners of IP rights for music can list their IP assets, tokenize them and make them available for trade. Investors buy the rights to receive royalties on the plattform. When music creates value earned funds are divided between token holders. The owner of a token earns proportional share of all income the song generates, e.g. if the song is played on the radio or if used in movies. Income distribution is initiated by smart contracts. Built on blockchain technology Blockchain technology is the basis of the platform. Zeptagram can with the help of blockchain technology offer IP protection and registration certificate for creation of works and follow-up of ownership. Zeptagram executes IP agreements through smart contracts and transfers payments to IP owners (owners of music tokens). The company has created its own transaction currency, Zeptacoin, which so far is only used for transactions on its own platform. Share issue for market launch and listing of Zeptacoin Zeptagram is conducting a new issue of shares to launch the platform on the market, develop organization and prepare a listing of Zeptacoin on a cryptocurrency exchange. 2

3 ZEPTAGRAM AB Reasons to invest Investment before launch Zeptagram is moving into a market launch phase. An investment in the Company at this stage is an investment just before the growth phase begins. Low valuation By investing before the market launch, you can take part in future value growth. The company has a low valuation in relation to similar companies in the blockchain sector. Disrupting a large market Trade in music rights decentralizes the music industry and gives artists better conditions and opportunities to make a living from their music. Music lovers and fans are finally given an opportunity to get closer to the artists by sharing their successes. Great market need Royalty payments are structured in such a way that artists receive their income for a long period of time. With Zeptagram's solution, the artists choose when they want their income. In addition, Zeptagram creates a new asset class that provides a relatively high return. Engages and reaches users Music engages many people around the world. The company is in a gratifying industry where marketing efforts can have a large impact and spread. Zeptagram's unique offering will create extra attention. Launches new investment opportunities With Zeptagram, the market will have access to investment opportunities that offer an interesting return profile and are good alternatives to traditional investments. Full scalability Zeptagram is a digital platform where owners of IP rights in music can file and/or list their IP assets, tokenize them and make them available for trading. On the platform, you buy the right to take part in royalties. The company can list more than just music rights on the platform and has a significant revenue potential from additional services aimed at artists. Global profile The music industry is global and the platform is aimed at artists and users worldwide. Future technology The company has created processes for tokenization of IP rights. The platform is built on blockchain technology which is secure and capable of transaction-intensive operations. Possibility of capital injection without dilution for the shareholders The Company intends to list its digital currency Zeptacoin on an exchange for cryptocurrencies. This is expected to bring in significant capital to the Company, without dilution for the shareholders. 3

4 INVEST BEFORE LAUNCH Right timing to invest in Zeptagram Apps for music trading Users can purchase music rights either via the website or intuitive and user-friendly apps for ios and Android. Market launch in 2021 In recent years, the company has developed a trading platform for music and IP rights. The beta version has been tested successfully and the Company is ready for a comprehensive launch. The market launch will begin when the ongoing stock issue has been completed. Right in time Covid-19 has accelerated the digital transformation and made Zeptagram a more attractive product and part of the solution to the acute challenge facing the music industry. Marketing plan The company's marketing plan is cost-effective, based on creating attention and that artists will drive user growth. Zeptagram offers the artists a funding platform through their own fans. It is in the artists' interest to promote Zeptagram to their fans. Since most artists today use social media and have many followers, the Company has the potential to grow quickly without necessarily having to invest large sums in marketing. Expected rapid growth With a unique opportunity that Zeptagram offers artists, music lovers and fans, the Company expects rapid user growth. The Company is expected to reach a critical mass of users in 2022, which will lead to the Company being able to attract larger artists with many fans to the platform. Limited competition The company is not alone in the market for trading in music rights. However, the industry is in its infancy and Zeptagram has the opportunity to establish itself early as one of the market leaders. The company's technology stands out in the competition and unlike most competitors, Zeptagram offers both crowdfunding and a stock exchange function. Market timing The company's platform is built on blockchain technology and around proprietary currency. The market for cryptocurrencies is extremely strong and the Company intends to list Zeptacoin. In connection with the listing, the Company will receive capital without dilution for the shareholders. Fast value creation The Company has a well-established growth plan where the Company's value can increase rapidly. When the Company succeeds in reaching a critical mass of users, which is the goal in 2022, the Company will have an active international exchange for IP rights. 4

5 MUSIC AS AN ASSET CLASS Broad and attractive return profile Alternative investments Investments in music rights are an opportunity that has not been available to the public so far. Music rights are an alternative investment that has interesting return properties and can be used for risk-spreading purposes in a well-balanced portfolio. Relatively high return Music rights give a relatively high average return. The compilation made by industry players shows an annual return of up to 10 percent or more. Broad return profile Music rights are assets with a broad return profile. There are music and catalogs which, like e.g. blue chip stocks or real estate provide a stable return annually. There is also music that, like small growth companies, can give a very high return when it breaks through. Few assets other than shares can offer such a heterogeneous return profile. Investments for fans It is not only the return that will drive investment in music rights. Many fans around the world will take the chance to invest in their favorite music. Quarterly dividends Music rights provide interest in the form of payments of royalties once a quarter. Next big asset class Since royalty payments can be documented and be predictable, music rights can be valued relatively easily thus constituting both a trading and investment object. Supports various rights Both shares in the composition right (copyright, ISWC) and Shares in the right to record (master rights, ISRC) can be listed and traded on the Company's platform. Since the Company offers a secondary market (stock exchange), investors will have the opportunity to sell their investments if they need to release liquid funds. Industry changes can increase returns The music industry is relatively efficient in tracking revenue and paying out royalties. However, there is potential for improvement and royalty income should generally increase over time. In addition, the pressure on streaming services is increasing to let a larger part of the revenue go to the rights holders. Easily analyzed categories Music rights differ in terms of return. Music that has made an impact on the market and that continuously provides royalties year after year is easily analyzed as a return item. High return possibility Investments in new artists and new music can provide a significantly higher return than investments in established music or established artists. When a song breaks through, e.g. as a superhit or soundtrack for a great movie, the returns can be very high. 5

6 BUILT ON FUTURE TECHNOLOGY Security with the blockchain technology Exchange platform based on smart contracts Zeptagram is a digital platform where owners of IP rights in music can file/list their IP assets, tokenize them and make them available for trading. The income distribution is initiated by smart contracts. Trade in other IP rights in the future The company's platform for listing and trading in music rights will in the future be expanded to include other intellectual property rights, e.g. recipes for 3D prints, patents, movies, scripts, trademarks and game elements. Blockchain technology at its core Blockchain technology is the basis of the platform. With the help of blockchain technology, the Zeptagram platform can offer IP protection and registration certificates for the creation of works as well as follow-up of ownership. Development team The company has an expert team with extensive experience of development based on blockchain technology. The development takes place in India, which also means that the development takes place cost-effectively. Future-proof technology Blockchain technology is currently the premier technology for transaction tracking and contains the features required to efficiently and securely handle ownership changes and identification. High security It is practically impossible to hack a blockchain. The blockchain technology is so secure that it is being considered by central banks for use in future digital currencies, e.g. The Swedish Riksbank. Upcoming listing of Zeptacoin The company has created its own means of payment that is used on the platform for transactions. Zeptacoin is a cryptocurrency that the Company intends to list on cryptocurrency exchanges. The purpose of a listing is to create awareness around the Company and the platform and to bring in a significant capital injection to the Company without dilution, via a sale of part of the Company's currency portfolio. 6

7 REVENUE MODEL How Zeptagram makes money Revenue from the platform Zeptagram's revenue model includes several significant revenue opportunities. Revenue on the platform is not dependent on human resources or associated with additional costs for the Company. Listings of music rights are likely to come to constitute the largest income for the Company because the largest transaction volumes most commonly take place in connection with an offer / listing. The company will also charge transaction fees (brokerage) in connection with rights trading on the platform. Zeptagram revenue model is to charge initial commissions from the IP rights that are issued for trading on the market (10%) and transaction fees when assets are traded on the Zeptagram platform. Zeptagram also makes money through other services and add-ons offered to artists such as marketing, event advertising, etc. Investors make money by a) increasing the value of the music token b) share of royalty payments. Musicians make money by a) selling future royalties in advance of advance payments b) income through a more transparent system for tracking and paying royalties. Additional services for artists The Company is already a digital publisher. In addition to revenues linked to trades on the platform, there is a significant revenue potential from additional services that can be offered to artists connected to the platform, such as marketing, music production, etc. Scalable revenue model Revenues from transactions on the platform are independent of the Company's human resources. The main business model is fully scalable. Revenues from digital publishing services are dependent on human resources. However, the company intends to hold staff costs are low and will mainly work with partnerships and collaborations in order to build human resources. Other rights The company has built a technical solution with a platform that can be used within a wide number of other areas and industries, not only the music industry. The technical solution for financing and smart contracts can be used in areas of activity where financing and payments are the main components. In the future, the Company has plans to offer listing and trades in other intellectual property rights than just music. However, the focus will still be on the industries that the Company has industry knowledge within and can handle geographically. White label In addition to own expansion with own organization and close partners, the Company looks at the possibility to let the other companies use the platform with a white label license. Through white label licensing the company will receive license revenues as other companies use the platform and certain technical solutions in their operations, in the areas, geographically and industry-wise which the Company chooses not to focus on. 7

8 REVENUE MODEL How Zeptagram makes money MTO (listing of music tokens) When a music right is listed on Zeptagrams platform and offered for sale, the Company earns money from the capital invested in the music rights. When investors on the platform buy music tokens, Zeptagram gets success fee on the total investment. This amounts to 10%. I.e. when one artist sells 25% of the future royalty income for $ 5,000, $ 500 goes to Zeptagram. Forecast The company cautiously calculates that 5% of users on the platform invest $ 100 / year in new listings. In addition to the success fee, the Company earns commission on any trade made on the platform's secondary market (the token exchange). The brokerage fee currently amounts to 0.75%. As the number of users grows, the greater the share of revenue will come from brokerage fees. Digital publishing revenue In addition to the revenue from the platform, the Company will have revenue from additional services offered to artists. Zeptagram works as a digital publisher and can offer services to artists within e.g. marketing, production, distribution to streaming services globally and collection of royalties. Critical user mass When Internet platforms reach a critical mass users (which for the Company should take place during 2022) the growth rate of users tends to increase rapidly. Critical mass of users for the Company means that more artists can receive greater funding on the Company's platform. The more users are active on the platform, the easier it becomes for the Company to attract great and famous artists and their fans. Expected user growth During 2021, the launch will take place gradually. Focus will be on the listing of Zeptacoin in order to take advantage of the strong market situation that prevails. Marketing activities will mainly take place during the latter part of the year. Other highly prioritized activity is attracting interesting artists. In 2022, the Company expects an attractive rights portfolio on the platform that can be fully used for marketing, provide rapid spread on social media and via PR-activities. Market efforts will intensify. The company counts with the number of users growing rapidly and reaches critical mass in When the platform has reached enough users to attract famous artists, the Company expects a rapid increase in the number of users in the form of fans of the artists. Estimate, number of users 8

9 QUESTIONS AND ANSWERS CEO, Christina Löwenström What is Zeptagram's vision? Our vision is that we will become a platform / exchange for music rights and other IP rights and with the help of blockchain technology decentralize the music industry. We want to create justice, transparency and contribute to a democratization of the music industry while making it easy for fans and the general public to invest in music. How far is the road there? We have built the technology and guidelines for how to get there. Now we are facing a broad market launch and from there it is hard work that counts. If we do the right thing and create the marketing that is needed, this can potentially happen quickly as the development for other SaaS (platform companies) shows. When users discover new good platforms, the number of users often increases exponentially in the beginning. We have been at the forefront and pioneering when it comes to both ownership and tokenization of music rights with blockchain technology. We have had many eyes on us that have resulted in attention around the world. Through our platform and our technology, we have the conditions for rapid growth. Is it profitable to invest in music rights? Yes, compared to bank interest rates, the large catalogs have given a better returns. When it comes to new music, it is perhaps more interesting with such investments than buying tickets. A small investment in an unknown artist and song which could be a super hit or a soundtrack for a great Hollywood movie. You can invest in a mix of safe artists and music that ticks royalty all year round and new ones that do not tick at all, but can suddenly become a hit. An example of a return to famous music is Michael Jackson's purchase of the Beatles catalog, 1985, at a price of $ 47.5 million. It was sold for $ 1,500 million in 2015, giving a value increase of 12% per year. What knowledge do users and investors need? Larger catalogs have royalty bases. This allows you to calculate returns and determine a value. Copyright extends to the life of the composer plus 70 years after his death. Thus, music provides returns for a very long time. Note, however, that anyone who notes rights on Zeptagram's platform may choose copyright. Established music requires just like e.g. real estate has an ability to put current income in relation to the price so that one can calculate a return. Then it is up to you to judge whether it is a good return or not. When it comes to new artists and songs, investments are speculation. If you like the song, you invest and if you do not, you don t. You have to go on feeling. Most of us can remmember hearing a new song and correctly guessing it will become a hit. This is what will drive the investments in new music. 9

10 QUESTIONS AND ANSWERS CEO, Christina Löwenström Is the platform ready for launch? Yes, the platform is live. In 2020, we had the beta version out which we have tested with over 1000 users and some artists. We have seen that our technology works and received a good response from both artists and users. Which artists are Zeptagram s target group? We focus mainly on the growing sector of independent artists. How does Zeptagram make money? Via success fee of 10%, brokerage on trading and service and consulting services to artists from our publishing business. What does it take to reach large trading volumes? It requires many users and artists with many fans. It can be realized quickly after we have reached an acceptance and a critical mass, but more marketing and exposure is needed to reach this goal. It is i.e. therefore we are carrying out this new issue and intend to make an IEO of Zeptacoin. What are the costs of the business? Upgrading and development of the platform, but above all marketing in view of the phase we are entering with a broad launch of the platform. Purchase of music rights may be added as a temporary cost. One way to get the attention and users that we are considering is to buy music rights for famous music that investors can count on and then note the rights on the platform. How can buying music rights benefit Zeptagram? We can buy rights to music that provides a high and stable return and list it on our platform. We can also invest in music from famous artists. I.e. music that attracts users to the platform. It depends on which audience we want to attract, mainly fans or investors. Naturally, we will process the two categories. What are the costs? There does not have to be any major costs. We can buy rights for smaller amounts, i.e. half a million krowns. Actually, it will not be a cost to us because we note those rights on our platform and sell them to our users. However, such a deal binds up capital temporarily. You are carrying out a new issue of shares now. Will you need to make more new issues? Not if we make an IEO of Zeptacoin according to plan. An IEO will bring significant capital to the company. We have prepared the platform for this and have had extensive talks with stock exchanges regarding an IEO. We intend to implement this in the latter part of What can a listing of Zeptacoin mean for the company and the shareholders? As a shareholder, you are also the owner of Zeptacoin. A listing of Zeptacoin means that it can be bought and traded on various exchanges. On the one hand, a listing adds capital to the company and on the other hand, it creates a market value for the company's holding of Zeptacoin. The company receives growth capital and a stronger balance sheet. This without dilution for the shareholders. Will Zeptagram be listed? The listing of the share is part of our business plan. It is a strategic step that is important to give shareholders an opportunity to exit and to give the company more attention. This year we are focusing on the launch of the platform and an IEO of Zeptacoin. Next year, we will begin preparing a listing of the company's share. 10

11 PUBLIC STOCK OFFERING Zeptagram AB (publ) SUBSCRIPTION PRICE 4,00 SEK LOWEST SUBSCRIPTION shares LOWEST SUBSCRIPTION VOLUME SEK SUBSCRIPTION PERIOD 11 February - 22 March 2021 ISSUE VOLUME SEK MAXIMUM SHARE ISSUE PRE-MONEY VALUE SEK Other terms Subscription is binding First come, first accepted 11

12 IMPORTANT INFORMATION "Zeptagram" or "the Company" refers to ZEPTAGRAM AB (publ), organisation number Registration period Registration for subscription of shares in the offer is open during the period from 11 February 2021 through March 22, The board of directors has the right to extend the application period. In the event that a decision is made to extend the notifications period, the Company will inform the market about this no later than March 22, 2021 through press release. Procedure for registration Notification regarding subscription of shares shall include at least 1,500 shares, corresponding to SEK 6,000. Only one application form per person will be considered. In the event that more than one application form was submitted only the last received will be considered. In the case of subscription for minors, the guardian signature is required. Legal entities need to enter LEI code. Incomplete or incorrectly completed application form may be disregarded. No additions or changes may be made to the text printed on the application form. The application form is available on the Company's website. The application form must be received by the Company no later than March 22, Subscription can also be done online. Link is available on the Company's website. Please note that registration is binding. Payment Allocated shares must be paid within ten (10) working days according to instructions on the invoice sent out. In the event that full payment is not made in time, shares may be allotted or sold. Would the selling price at such a transfer be lower than the price in the offer, the difference may be claimed by the person who originally received the award. Incorrectly paid amount will be refunded. No interest will be paid for excess amounts. This Investment Proposal is a shortened version of the Investment Memorandum and the Summary published on the Company s webpage. Full documentation is available in Swedish on the Company s webpage. An investment in shares is associated with certain risks. When investors make an investment decisions, they must rely on their own assessment of Zeptagram and presented information, including the present facts and risks. This document does not constitute a prospectus and is thus not created in accordance with, for example the provisions of the Trade Act (1991:980) with financial instruments, European Parliament and Council Directive 2003/71 /EC and Regulation (EC) No 809/2004 of the European Commission. Before making an investment decision, potential investors should hire their own professional advisers and carefully evaluate and consider the investment decision. The offer is not directed, directly or indirectly, to those persons whose participation requires additional information, registration or other measures than those that follow from Swedish law. The investment offer does not include persons domiciled in USA, Australia, Japan, New Zealand, Hong Kong, South Africa or Canada or domiciled in any other country, where the distribution of this Investment Proposal or publication of the offer is contrary to applicable laws or regulations or requires additional prospectuses, registrations or measures other than the requirements that follow from Swedish Law. Notification of subscription of shares in violation of the above may be considered invalid. Consequently, the shares may not, directly or indirectly, offered, sold, resold or delivered in or to countries where the above action is required or to a person domiciled as above. 12