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US Capital Investment Management

Device Authority Ltd.


US Capital Investment Management

INVESTMENT OPPORTUNITY


US Capital Global Securities (“USCGS”) is offering 400 Membership Units in USCIM Fund XXX Device Authority, LLC (“Fund XXX”), a pooled investment vehicle on a “best efforts” basis. Fund XXX will be managed by San Francisco-based asset management firm US Capital Investment Management, LLC (“USCIM” or the “Manager”), investing in Class A-1 preference shares of Device Authority Ltd. (“DA” or the “Company”). The Company will use the new capital primarily for financing pre-sales and sales coverage expansion, marketing, product R&D, and working capital.


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COMPANY’S OVERVIEW


Device Authority, an Internet of Things (IoT) Security Automation Company headquartered in Bracknell England (with a development center based in Fremont, CA), aims to provide simple, innovative solutions to address the challenges of securing IoT. They help customers simplify the process of establishing an end-to-end security architecture within the IoT and delivers efficiencies at scale through security automation. The KeyScaler™ IoT software security platform is purpose-built to address these challenges through automated device provisioning, credential management, secure updates & policy-driven data encryption. The company aims to have three revenue streams 1) Subscription pricing, 2) Professional Services, and 3) Annual Support & Maintenance.


Company’s Market


The compelling economic and social benefits envisioned with the disruptive IoT eco-system (Digital+Physical) is at risk as we don’t have a way to manage the security and complexity of the device identity, integrity, and data. As seen recently, the infamous Mirai botnet, comprised of approximately hundreds of thousands of IoT devices worldwide, issued progressive DDoS attacks against Dyn network that limited access to major websites like Twitter, Reddit, and Netflix. After that, it affected internet speed and access altogether in some parts of Liberia, and attackers even attempted to hit the campaign websites for presidential candidates like Donald Trump and Hillary Clinton.


Device Authority focuses on the following 4 primary verticals: Industrial IoT, Healthcare & Medical devices, Surveillance Camera/CCTV, and Cable Box and Router companies. The Company’s Go To Market strategy is the following: Licensing through OEM Partners, System Integrators, Managed Service Providers (MSP’s), Partners, and Direct to end users or service providers on the AWS IoT marketplace (through subscriptions and SaaS contracts).


Company’s Product Offering


Device Authority’s product KeyScaler™ is a purpose-built Identity and Access Management (IAM) platform for IoT. It establishes Device Identity, registration, provisioning and connection of IoT devices to IoT platforms, applications and services. It simplifies the process of establishing a complex end-to-end security architecture within the IoT and deliver efficiencies at scale through security automation, without human intervention. KeyScaler™ results in the following:


  • Prevent device participation in DDoS attacks
  • Delivers operational efficiency and support at IoT scale
  • Mitigates security breaches related to human error

The KeyScaler™ platform employs security at the device level with unique patented device trust anchor and a server to interface to IoT platforms and applications. For embedded and resource-constrained devices, a small foot print agent, developer-independent, device application can make their own calls to KeyScaler enabling broader device support.


KeyScaler™ Platform Architecture:


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IP Portfolio


Device Authority holds 9 US patents as well as 6 foreign patents, other applications currently being processed.


COMPANY’S FINANCIAL SNAPSHOT


US Capital Investment Management

Pro forma data is contingent upon a successful and full completion of the proposed $10,000,000 Offering and execution by management team.


US Capital Investment Management

(1) Intellectual property from Cryptosoft acquisition and software purchased
(2) Purchase of Device Authority, Inc.


COMPANY’S MANAGEMENT TEAM


Darron Antill, Chief Executive Officer


  • Former CEO of AppSense, a global software company (acquired by LANDesk). Drove growth 270% to reach $100M+ revenue and helped raise a $70M round from Goldman Sachs.
  • Former CEO of leading Information Security Services Company, Vistorm (acquired by EDS).

Talbot Harty, Chief Technology Officer & Co-founder


  • Former Chief Development Officer at Network Equipment Technologies (acquired by SONUS).
  • Held executive positions in corporations such as Perfect Commerce, Roamware, iPrint.com, General Magic, NEC Electronics, Newbridge Networks, and Ungermann-Bass Networks/Tandem Computers.

Albert Sisto, Executive Chairman


  • Current Director of Tern Plc, an AIM listed company.
  • Former Chairman and CEO of Hifn (NASDAQ: HIFN). Prior to Hifn, he had a seven-year tenure as Chairman, President and CEO of Phoenix Technologies (NASDAQ: PTEC), a provider of platform-enabling software.
  • Former COO of RSA Data Security (acquired by Dell), he focused on strategy, operations and strategic investments to expand the security ecosystem.

Rao Cherukuri, Chief Product Officer


  • Founded and led Perspica Networks, a provider of infrastructure fault and performance management software for virtualized datacenters. Rao holds five patents in Trusted Computing, Containers and Networking
  • Co-founder of Ramp Networks and FlowWise. Ramp Networks went public in 1999 and was later acquired by Nokia. FlowWise was acquired by Network Equipment Technologies.

SOURCES AND USES OF FUNDS


US Capital Investment Management

Click on table to enlarge.


RISK FACTORS


You should be aware that an investment in Units of the Issuer, and the Issuer's investment in Company Securities, involves considerable risks, including the possible loss of all or a material portion of your investment. Securities sold through private placements are not publicly traded and are intended for investors who do not have a need for a liquid investment. The abbreviated risks set forth below, as well as the detailed risk factors set forth in the Confidential Offering Memorandum and Supplement, are not the only risks facing investors.

The abbreviated risks set forth below, as well as the detailed risk factors set forth in the Confidential Offering Memorandum and Supplement, are not the only risks facing investors.

The Company is subject to a number of significant risks that could result in a reduction in its value and the value of the Company Securities, potentially including, but not limited to:

  • Market fluctuations, which are caused by such factors as economic cycles in each region and shifts in demand of end customers, will affect company performance.
  • Device Authority engages in business activities in all parts of the world and in a wide range of currencies, primarily USD and GBP.
  • The software industry is extremely competitive, with new products always being released and current product offerings always evolving, from rival companies around the world.
  • Device Authority conducts business worldwide, which can be adversely affected by factors such as; restrictions on investment and imports/exports; tariffs; fair trade regulations; political, social, and economic risks; outbreaks of illness or disease; and exchange rate fluctuations.
  • The software market is characterized by rapid technological changes and rapid evolution of technological standards.
  • Existing companies may enter the industry and become competitors and they may have greater financial resources, brand recognition, and experience than the management or the Issuer.
  • Tern Plc, currently the largest shareholder in Device Authority, is a company listed on the Alternative Investment Market (AIM). Thus, the Company may be subject to additional audit and review from the AIM Regulators team.
  • The software market is characterized by rapid technological changes and rapid evolution of technological standards.
  • Software products require extremely complex production processes. In an effort to increase yields, the Company takes steps to properly control production processes and seeks ongoing improvements, these include product plans and development sprints.
  • The Company receives orders from customers for the development of specific integrated products in some cases. There is the possibility that after the Company received orders the customers decide to postpone or cancel the launch of their end products in which the ordered software is scheduled to be embedded.
  • The Company works hard to secure superior talent for management, technology development, sales, and other areas when deploying business operations.
  • Information systems are growing importance in the Company’s business activities.
  • The Company is subject to a variety of legal restrictions in the various countries and regions.  These include requirements for approval for businesses and investments, antitrust laws and regulations, export restrictions, customs duties and tariffs, accounting standards and taxation, and environment laws.
  • While the Company seeks to protect its intellectual property, it may not be adequately protected in certain countries and areas.
  • As the Company conducts business worldwide, it is possible that the Company may become a party to lawsuits, investigation by regulatory authorities and other legal proceedings in various countries.

Investors must understand that by purchasing Units they are voluntarily assuming all of the risks of the investment, including any and all risks relating to the Company and Company Securities, whether disclosed in this Fund Summary, Offering Memorandum and Supplement or not.



CONFLICT OF INTEREST DISCLOSURES


The Manager and USCGS are affiliated entities. Charles Towle is Co-Managing Partner of the Manager, the Division Head and licensed principal of USCGS, and a stockholder of the parent company of the Manager and USCGS. Jeffrey Sweeney is Co-Managing Partner of the Manager and is also Chairman, CEO, and the controlling stockholder of the parent company of the Manager and USCGS. Conflicts of interest may arise in connection with Mr. Towle’s and Mr. Sweeney’s control of both the Manager and USCGS. Investors should be aware that these conflicts of interest, and a number of other conflicts of interest relating to the Manager and its affiliates, are permitted under the terms of the Fund’s offering documents. You should not invest in the Fund unless you are willing to accept these conflicts of interest and the associated risk.



DISCLOSURES


The Manager and USCGS are affiliated entities. Charles Towle is Co-Managing Partner of the Manager, the Division Head and licensed principal of USCGS, and a stockholder of the parent company of the Manager and USCGS. Jeffrey Sweeney is Co-Managing Partner of the Manager and is also Chairman, CEO, and the controlling stockholder of the parent company of the Manager and USCGS. Conflicts of interest may arise in connection with Mr. Towle’s and Mr. Sweeney’s control of both the Manager and USCGS. Investors should be aware that these conflicts of interest, and a number of other conflicts of interest relating to the Manager and its affiliates, are permitted under the terms of the Fund’s offering documents. You should not invest in the Fund unless you are willing to accept these conflicts of interest and the associated risk.

This presentation does not constitute an offer to sell or a solicitation of an offer to buy any security and may not be relied upon in connection with the purchase or sale of any security. Any offer would only be made by means of a formal offering memorandum. No offer or solicitation will be made prior to delivery of a confidential information memorandum, private placement memorandum, or similar offering documents (“Offering Documents”). Offer and sales will be made only in accordance with applicable security laws and pursuant to the Offering Documents, operating agreement, subscription agreement, and other definitive documentation.

This presentation does not purport to be all-inclusive or to contain all of the information that the Recipient may require and is qualified in its entirety by reference to the Offering Documents. This presentation is not a part of or supplemental to the Offering Documents or such definitive documentation. The Offering Documents and any supplements will supersede this Presentation in its entirety. Projections and other forward-looking information as to events that may occur in the future (including projections of revenue, expense, net income and stock performance) are based on information provided by the Issuer and other publicly available information as of the date of this presentation. There is no guarantee that any of these estimates or projections will be achieved. The Recipient should not rely on any information contained herein. No investment, divestment or other financial decisions or actions should be based solely on the information in this presentation. Actual results will vary from the projections and such variations may be material, including the possibility that an investor may lose some or all or its invested capital. This presentation is confidential. By acceptance hereof, you agree that (i) the information must not be used, reproduced, distributed to others without the prior written consent; (ii) you will maintain the confidentiality of this information, not already in the public domain; and (iii) you will on use the information contained herein for informational purposes.

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Securities offered through US Capital Global Securities, LLC, member FINRA, SIPC.

IMPORTANT: All investing is risky, and no investor should decide to commit funds without first consulting with a competent professional adviser. Some or all invested funds can be lost. The past performance of any investment, investment strategy or investment style is not indicative of future performance. Future results may vary, and are not guaranteed. The value of investments and their income may increase or decrease, and a loss of principal – including all principal – may occur.

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