FAQs

Characters can be funny. Investment terms should not be.

These answers explain Macguffin’s general process. Each offering is different, and its filed Form C, security agreement, subscription agreement and funding-portal materials—not this FAQ—contain the controlling terms.

1. What is The Macguffin Company?

The Macguffin Company is a media-franchise development company. We identify promising characters, stories and worlds; assemble writers, artists, designers and other creative professionals; and develop selected concepts into intellectual property that may be licensed across books, film, television, games, merchandise and other media.

Macguffin is not a broker-dealer, investment adviser or funding portal. Any Regulation Crowdfunding investment is conducted through an independent intermediary registered with the SEC and FINRA. Learn more about Macguffin.

2. What is “early-stage entertainment IP”?

Entertainment intellectual property, or IP, includes the legally protected characters, stories, artwork, names and worlds from which entertainment products can be developed.

“Early stage” means the property is still being developed. It may have a treatment, manuscript, artwork, prototype, pilot or pitch deck, but it usually has not yet secured broad distribution or generated significant revenue. That creates possibility—and considerable risk.

3. Am I investing in Macguffin Co. or in an individual franchise?

That depends on the specific offering. Macguffin generally intends its offerings to give investors an economic interest connected to a particular franchise rather than ownership of The Macguffin Company itself.

The Form C will identify the exact legal issuer and explain what the security represents. Never assume that investing in one property gives you an interest in Macguffin, another franchise or the underlying IP unless the offering documents expressly say so.

4. What type of security will I receive?

The security may vary by offering. Some Macguffin projects currently contemplate a revenue-sharing security under which investors would receive a specified portion of defined franchise revenue until a stated payment cap is reached.

Those terms are preliminary while a project is testing the waters. The final security, rights, restrictions and economics will appear in the Form C and definitive agreements on the registered intermediary’s platform. See an example of proposed terms.

5. How does a concept become an investment offering?

Macguffin reviews concepts and selects promising candidates for further development. A selected concept may be tested with the community, assigned a creative team and developed into a pilot, prototype or other market-facing materials.

If Macguffin believes the developed property warrants additional investment, it may test investor interest and prepare a Regulation Crowdfunding offering. Not every submitted, greenlit or piloted concept will become an offering.

6. What is Regulation Crowdfunding?

Regulation Crowdfunding, commonly called Reg CF, is a federal securities-law exemption that allows eligible companies to raise capital from the public through an online platform operated by an SEC-registered broker-dealer or funding portal.

A Reg CF issuer must file a Form C containing prescribed business, financial, ownership, risk and offering disclosures. Reg CF does not mean the SEC has approved the investment, endorsed the franchise or determined that its terms are fair. Read the SEC’s Reg CF overview.

7. What does “testing the waters” mean?

Testing the waters allows an issuer to ask whether potential investors might be interested before filing a Form C and formally launching the offering.

At this stage, proposed terms may be discussed, but they can change. No investment can be accepted, no purchase price can be received and no binding commitment can be made before the applicable filing requirements are satisfied. See the SEC’s testing-the-waters guidance.

8. Does requesting a pitch or indicating interest obligate me to invest?

No. Requesting materials or indicating interest is nonbinding. It does not reserve securities, guarantee access, establish final terms or require you to invest later.

Do not send money to Macguffin in response to testing-the-waters materials. If the offering launches, any investment must be made separately through the designated registered intermediary.

9. How does an offering launch, and where do I invest?

Before accepting investments, the issuer files a Form C and launches an offering page with a registered intermediary. That portal provides the official disclosures, educational materials, subscription process and payment instructions.

Macguffin.co may direct you to that page, but the investment transaction itself must occur through the intermediary. Never send investment funds directly to Macguffin or to an individual associated with a franchise.

10. Who can invest in a Reg CF offering?

Reg CF offerings can generally accept both accredited and non-accredited investors, subject to the intermediary’s eligibility, identity-verification and compliance procedures. You do not necessarily need to be wealthy or professionally connected to the entertainment industry.

You must satisfy the portal’s requirements and be legally able to enter the transaction. Non-accredited investors are also subject to aggregate investment limits.

11. How much can a non-accredited investor invest?

Current SEC thresholds limit a non-accredited investor’s total investments across all Reg CF offerings during a 12-month period:

• If either annual income or net worth is below $124,000, the limit is the greater of $2,500 or 5% of the greater of annual income or net worth.

• If both are at least $124,000, the limit is 10% of the greater of annual income or net worth.

• The overall maximum is $124,000.

Accredited investors are not subject to these Reg CF limits. The intermediary applies the limits, and spouses may calculate income and net worth jointly. Review the SEC’s current calculation.

12. What is the minimum investment?

The minimum is set separately for each offering. Some proposed Macguffin offerings currently contemplate a $50 minimum, but that figure is neither universal nor final.

Check the live offering page for the actual minimum, permitted increments and any portal charges before committing funds. Browse Macguffin’s properties.

13. What should I review before investing?

At minimum, read the entire Form C, financial statements, risk factors, use-of-proceeds disclosure, description of the security, related-party transactions, subscription agreement and any revenue-sharing or other security agreement.

Also consider the creative team, IP ownership, development plan, budget, revenue definition, payment priority, offering target, deadline and what happens if the property never obtains a license. The portal’s materials control if anything on Macguffin.co differs from them.

14. How does a revenue-sharing investment work?

Under a typical revenue-sharing structure, the issuer allocates a stated percentage of defined revenue to investors. Investor payments continue according to the agreement until a specified cap, expiration event or other contractual endpoint is reached.

A revenue share is not necessarily equity, a royalty ownership interest or ownership of the characters. It also is not a promise that the franchise will generate revenue. The definitive agreement explains precisely what you receive.

15. What do “net revenue” and “payment multiple” mean?

“Net revenue” generally means revenue remaining after the particular deductions defined in the security agreement. Those deductions may materially affect what is available for investor payments, so read the definition carefully.

A 3× payment multiple, for example, ordinarily describes the maximum aggregate amount payable under the proposed agreement—not a guaranteed return and not a 300% annual return. If the franchise generates insufficient qualifying revenue, investors may receive less than the cap or nothing at all.

16. When will I receive a return?

There may be no fixed payment date. Returns depend on the property being completed, licensed or otherwise commercialized; qualifying revenue being received; and the payment provisions in the security.

Development and licensing can take years. A project may never produce distributable revenue. Do not invest money you may need back on a particular schedule.

17. How will the offering proceeds be used?

Use of proceeds varies by franchise and will be stated in the Form C. Possible uses include writing, illustration, character design, storyboarding, prototype or pilot production, legal work, franchise strategy, marketing materials and efforts to secure licensing or distribution.

Review both the planned allocation and the issuer’s discretion to change it. Raising money funds development; it does not guarantee completion, licensing, distribution or commercial success.

18. What are the principal risks?

These are speculative, early-stage and illiquid investments. Risks include creative-development failure, delays, budget overruns, disputes over IP, failure to secure licensing or distribution, weak audience demand, competition, dependence on key people, unfavorable contract terms and the possibility of no revenue.

You could lose your entire investment. Reg CF securities generally cannot be resold for one year except through limited permitted transfers, and there may be no buyer or trading market even after that period. Review the SEC’s resale restrictions.

19. Can I cancel an investment commitment, and what happens if the offering changes or misses its target?

Investors may generally cancel through the intermediary for any reason until 48 hours before the offering deadline. If the issuer makes a material change, investors ordinarily receive five business days to reconfirm; commitments that are not reconfirmed are canceled.

If the required target is not met by the applicable deadline, investor commitments generally are canceled and funds held for the offering are returned according to the portal’s procedures. Always follow the dates and instructions on the live offering page. FINRA explains the commitment process.

20. How will I receive updates after investing?

During an offering, the intermediary provides funding progress, amendments, material notices and closing information. After a successful Reg CF offering, the issuer is generally required to file annual reports on Form C-AR with the SEC and post them on its website until a permitted reporting-termination event occurs.

Macguffin may provide additional creative and portfolio updates through GUFF, project pages and investor communications. These informal updates do not replace required filings. Investors should keep their portal contact information current and consult their own tax adviser about tax treatment and any forms they receive.

Still have a question?

Contact us. Questions about a live offering’s mechanics, payment processing or account verification should be directed to the registered intermediary shown on that offering’s official page.

This FAQ provides general educational information and is not an offer to sell securities, a solicitation to buy securities, or investment, legal or tax advice. Every investment involves risk. The applicable Form C, definitive agreements and registered-intermediary materials control.