Royalty Flow FAQ

What is Royalty Flow?

Royalty Flow is a specialty financing company that will acquire and manage royalty interests in media assets. We focus on royalties derived from intellectual property (IP) in the media industry.

Royalty Exchange, our controlling shareholder, creates financing options for IP owners and royalty investment opportunities for investors.

What am I buying?

Buying shares of Royalty Flow means you are an owner of the company which will be entitled to receive royalty income from the catalogs it manages.

The first such asset is the sound recording royalty income from a portion of the producer's share of Eminem's pre-2013 catalog; including every solo recording, his side projects (with other artists such as Rihanna, Dr. Dre and music from the movie soundtrack for "8 Mile"), and the videos created for each of the recordings.

For more information on this asset, click here.

Can I sell my shares?

Yes. Shortly after the Regulation A+ offer is closed, Royalty Flow plans to list on a public exchange.

When will shares appear on the public exchange?

The timing is dependent on a number of factors, but we expect it to be a month or two after the Regulation A+ offering closes.

What are shares of Royalty Flow worth?

During the Regulation A+ offering, Royalty Flow shares will be priced at $7.50. Once listed on a public exchange, the share price will be based on supply and demand.

How long will the Regulation A+ offer last?

The offering will open once qualified by the SEC. From there, we expect the offering to be open for at least 2 weeks and until the minimum offering amount of $11 million is reached. Prior to closing the offering, management will make an announcement seven days in advance.

Can international investors participate in the Regulation A+ offering?

This Regulation A+ offering is only for U.S.-based investors. Due to differing securities regulations in each country, Royalty Flow has decided to only file in the U.S. Some international investors with U.S. entities may be able to participate. Royalty Flow cannot provide advice regarding the creation of such U.S. entities. Please consult your financial advisor for information on doing so.

If you cannot participate in the IPO, you may be able to purchase shares when Royalty Flow is listed on a public exchange. Please keep an eye on your email—we'll make an announcement when Royalty Flow shares are available for public trading.

How long until I see a return on my investment?

We intend to distribute dividends in the first year.

What is Regulation A+ and how is it different from crowdfunding sites like Kickstarter?

Regulation A+ regulations were created by the JOBS Act. They allow non-accredited investors to participate in startup investing. You are purchasing equity in Royalty Flow, which entitles you to future potential dividends. Kickstarter is crowdfunding in which the rewards are based on product tiers.

Read more here

What's the difference between buying during the Regulation A+ offering or on the public exchange?

The Regulation A+ offering will give you first access at a fixed per-share price of $7.50, with a minimum buy-in of $2,250 for 300 shares. The public exchange will let you buy a single share if you want but without a set per-share price.

Will I have to pay taxes on earnings?

As with other publicly-traded stocks, you'd have to pay taxes on any dividends received and on any profits from the sale of your shares.

How is Royalty Exchange involved?

Royalty Flow was created as a subsidiary of Royalty Exchange, which will own a minimum of 20% of Royalty Flow after the offering and will therefore make money the same way other shareholders do. For a more detailed explanation of the relationship between Royalty Exchange and Royalty Flow, see our Offering Circular, available here.

Is there a minimum investment?

Yes, the minimum investment during the Regulation A+ offering is $2,250 for 300 shares.

What are the risks?

Any investment carries risks. Past performance does not guarantee future results. For a full disclosure of the potential risks, please read our Offering Circular, available here (updated Nov. 27, 2017).

How much is Royalty Flow trying to raise?

Our goal is to raise between $11 - $50 million.

What is Royalty Flow using the proceeds of the offering for?

The proceeds from the initial offering will be used first to acquire a portion of the royalties from the FBT-Eminem catalog. We plan to use any remaining funds to acquire additional premium catalogs with a proven history of success to add to and diversify the Royalty Flow holdings.

What are royalties?

Royalties are payments made from one party (sometimes referred to as the "licensee") to another (the" licensor") for the right to make use of an asset. The asset can be virtually anything -- from music, to tangible assets like minerals and oil, to intellectual property like copyrights, trademarks and patents. Royalty payments are often calculated as a percentage of the revenue generated by the asset's use.

Learn more about industry-specific royalties here.

Do I have to be an accredited investor?

No. Regulation A+ allows anyone to participate, not just accredited investors.

How can I include my catalog in Royalty Flow?

We’re constantly evaluating other catalogs and media IP assets to include in Royalty Flow. If you’d like to get involved, contact us.

Where can I learn more about Royalty Exchange?

You can read more on the Royalty Exchange FAQ page.



  

Forward-Looking Statements

The content above contains forward-looking statements that are subject to risks, uncertainties and assumptions. All statements addressing events or developments that Royalty Flow expects or anticipates will occur in the future, including but not limited to, the success of its offering campaign, listing on a securities exchange and development of a market for its securities, and its business strategy, including acquiring future royalties. Because they are forward-looking, they should be evaluated in light of important risk factors and uncertainties, all of which are outlined in the company’s offering circular. Except as required by law, Royalty Flow disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in the content above.

Legal Disclaimer

The offering will be made only by means of an offering circular. An offering statement on Form 1-A relating to these securities was filed with the Securities and Exchange Commission and was qualified on Nov. 22, 2017. You may obtain a copy of the offering circular contained in the offering statement at the following link: https://www.sec.gov/Archives/edgar/data/1709847/000147793217005825/royalty_253g2.htm.

You should read the offering circular before making any investment.

The content above shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No money or other consideration is being solicited at this time with respect to such an offering, and if sent in response to these materials for such an offering, it will not be accepted. Any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date. An indication of interest made by a prospective investor in a Regulation A offering is non-binding and involves no obligation or commitment of any kind.

Our offering statement and any statements related to Marshall Mathers, aka Eminem, have not been approved or endorsed by Marshall Mathers.

The securities to be offered will be highly speculative. Investing in shares of Royalty Flow will involve significant risks. Investment will be suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No public market currently exists for the securities, and if a public market develops following the anticipated offering, it may not continue.

Due to state Blue Sky laws and timelines, residents of Michigan must wait until after Dec. 4, 2017 to reserve shares. Residents of Colorado, Iowa, Kentucky, Maine, Washington, and Wyoming can reserve shares immediately, but must wait until after Dec. 14, 2017 before any shares they reserve can close.

Purchasers of our Class A Common Stock may be limited in their ability to sell shares of our Class A Common Stock (a secondary sale) to any person in any jurisdiction where applicable state securities laws (Blue Sky Laws) prohibit or limit such sale.