• all purchasers in the offering are accredited investors,
• the issuer takes reasonable steps to verify their accredited investor status, and
• certain other conditions in Regulation D are satisfied.
This Offering is limited to accredited investors only
An “accredited investor” is:
• a bank, insurance company, registered investment company, business development company, or small business investment company;
• an employee benefit plan (within the meaning of the Employee Retirement Income Security Act) if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
• a tax exempt charitable organization, corporation or partnership with assets in excess of $5 million;
• a director, executive officer, or general partner of the company selling the securities;
• an enterprise in which all the equity owners are accredited investors;
• an individual with a net worth of at least $1 million, not including the value of his or her primary residence;
• an individual with income exceeding $200,000 in each of the two most recent calendar years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or
• a trust with assets of at least $5 million, not formed only to acquire the securities offered, and whose purchases are directed by a person who meets the legal standard of having sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the prospective investment.
There are approximately 29 million small businesses in North America . Every business needs new customers. Successful ones understand the important role that utilizing multiple forms of promotion and creating brand awareness plays in their customer acquisition processes. II
Transatlantic, Inc. (the “Company” or “Instant Imprints®”), was formed to develop a best-in-class franchise concept offering turnkey marketing and promotional solutions to small-to-mid-sized (SMB), schools, sporting organizations, regional and national organizations and retail consumers throughout North America through No Frill Franchising Inc., its U.S. subsidiary and II Canada, Inc., its Canadian subsidiary.
The Instant Imprints® concept began as a family retail apparel business offering services that integrated screen-printing, embroidery, promotional products, cut vinyl signs and banners as well as heat transfer team wear and personalized clothing. In 2001, under the original management team, Instant Imprints, Inc. was established to develop Instant Imprints under a franchise model in the United States.
In 2008, the Company’s current CEO, Ralph Askar, who had a proven track record of successfully growing the Mail Box Etc. franchise concept in North America and Europe, formed II Canada, Inc. to acquire an international Master Franchise license to develop the Instant Imprints concept in Canada. In 2011, II Canada acquired the U.S. parent company, and commenced recruitment of an experienced management team.
The Company enhanced its business model to compete more effectively and better drive profitability, based on adoption of best-in-class technologies and a streamlined store footprint and showroom design, in addition to implementing best practices across the brand for training and operations.
In 2015, under the leadership of Mr. Askar, II Transatlantic was incorporated and the organization was restructured as a US corporation owning the licensing and intellectual property for the Instant Imprints brand. Today, the Company has grown to 50 franchises, with 22 operating in Canada and 28 operating in the United States.
We believe that small business owners want a one-stop shop for their marketing and promotional requirements, and the ability to interact directly with professionals that understand how to deliver best-in- class solutions in each category, cost effectively. In contrast with emerging Internet-based, on-demand mass customization solutions offered by firms such as VistaPrint and Café Press, which are price-primary in their approach to market, Instant Imprints is positioned to cater to customers that have high expectations about the service and products they purchase and are willing to pay a little extra for them (see “Competitive Landscape” below).
We believe we are well-positioned to become a global brand in the decorated apparel, print, sign and promotional marketplace.