Proposed capital structure
| Item | Proposed treatment |
|---|---|
| Founder holding | 510,000 common voting shares, subject to corporate records and approvals |
| New investor shares | Up to 490,000 common voting shares issued by the company |
| Share price | CAD $10 per share; a proposed asking price |
| Minimum subscription | CAD $10,000 for 1,000 shares, subject to investor eligibility |
| Full-subscription total | 1,000,000 shares: founder 51%; investors collectively 49% |
| Maximum gross proceeds | CAD $4,900,000 before fees and expenses |
| Implied full-round valuation | CAD $5,100,000 pre-money / CAD $10,000,000 post-money |
The one-million figure is the proposed total after full subscription, not a verified authorised-share limit or a statement that these shares have already been issued. Existing corporate records, liabilities, options, and share classes must first be reconciled. Any inconsistent existing capital structure requires a documented restructuring before this model could apply.
Understand ownership at different closings
At full subscription, 1,000 shares represent 0.10% of the proposed one-million-share total. If just 1,000 investor shares are initially issued alongside 510,000 founder shares, that investor initially holds approximately 0.1957% of 511,000 issued shares. Their percentage falls to 0.10% if the remaining planned shares are issued. Unissued shares do not vote or receive distributions.
| Investment | Shares at $10 | Ownership at full subscription |
|---|---|---|
| $10,000 | 1,000 | 0.10% |
| $50,000 | 5,000 | 0.50% |
| $100,000 | 10,000 | 1.00% |
| $250,000 | 25,000 | 2.50% |
| $4,900,000 collectively | 490,000 | 49.00% |
Illustrate a possible subscription
Arithmetic illustration only. No funds are reserved, no investor eligibility is determined, and no security is issued.
How patent and technology proceeds would work
The proposed route is company equity supported by documented company IP ownership or licensing. Justin would enter into a defined founder-services and invention-assignment agreement for work within the agreed company scope, subject to existing obligations and third-party rights.
- Included assets: specifically scheduled existing IP validly assigned or licensed to the company, plus future work covered by signed agreements.
- Excluded unless expressly transferred: other ventures’ assets (including Waking Giant Marine), previous employer/client IP, jointly owned inventions, personal work outside the agreed scope, and rights Justin does not own or cannot transfer.
- Revenue: licensing fees, royalties, product income, and IP-sale proceeds belong to the company to the extent its contracts provide.
- Investor participation: dividends if lawfully declared, and other entitlements under the articles and final agreements. Equity does not automatically pay a fixed percentage of gross patent receipts.
An investor would own company shares, not Justin as a person and not direct fractional ownership of each patent. A separate royalty instrument would require its own definitions, revenue calculation, exclusions, term, and legal review; it is not included in this equity proposal.
Founder control and shareholder protections
The objective is to retain at least 51% of ordinary voting shares at full subscription, assuming one vote per share and no other dilutive instruments. That supports ordinary voting control, but does not guarantee unilateral power over special resolutions, class rights, board decisions, or negotiated investor protections.
Proposed safeguards for counsel to document include approval rules for new share issues and convertibles, a fully diluted cap table, proportionate participation rights, related-party spending oversight, and reporting rights. Future financing, an option pool, or conversion rights can change ownership. No permanent anti-dilution guarantee is made.
Conditions before an investment can close
- Verify the exact issuer name, incorporation/good standing, cap table, and authority to issue shares.
- Establish a compliant securities-law route for each investor and jurisdiction, including registration analysis where relevant.
- Provide final disclosures, risk factors, subscription and shareholder documents, and required acknowledgements.
- Complete IP diligence and execute necessary assignments or licences.
- Approve a minimum closing amount, use-of-proceeds budget, founder compensation, and handling of any subscriptions through the selected lawful process.
Final documents must also address key-person risk, founder availability and compensation, termination or incapacity, conflicts with other ventures, IP warranties, transfer restrictions, liquidation rights, and investor remedies.
A $10,000 investment amount does not by itself qualify someone to buy private securities. No payment instructions or share checkout are enabled here.
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