As filed with the U.S. Securities and Exchange Commission on July 13, 2016
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AEGIS IDENTITY SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number)
Employer Identification Number)
Aegis Identity Software, Inc.
750 West Hampden Avenue, Suite 500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
President and Chief Executive Officer
Aegis Identity Software, Inc.
750 West Hampden Avenue, Suite 500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications to:
Olshan Frome Wolosky LLP
1325 Avenue of the Americas, 15th Floor
New York, New York10019
Telephone: (212) 451-2300
Fax: (212) 451-2222
Approximate date of commencement of proposed sale to the public: Assoonaspracticableaftertheeffectivedateofthisregistrationstatement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,”“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer
Smaller reporting company
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities To Be Registered
Amounts To Be Registered(1)
Proposed Maximum Offering Price Per Unit(1)
Proposed Maximum Aggregate Offering Price(1)
Amount of Registration Fee(1)
Common Stock, par value $0.001 per share
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.
This registration statement shall also cover, pursuant to Rule 416 under the Securities Act, any additional shares of common stock that shall become issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall hereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, dated July 13, 2016
This is an initial public offering of 2,000,000 shares of common stock of Aegis Identity Software, Inc.
Prior to this offering, there has been no public market for our common stock.
We expect that the initial public offering price will be $5.00 per share.
We have reserved the symbol “AIDM” for purposes of listing our common stock on the Nasdaq Capital Market and have applied to list our common stock on that exchange. If the application is approved, trading of our common stock on the Nasdaq Capital Market is expected to begin within five days after the date of initial issuance of the common stock.
We will not close this offering without a listing approval letter from the Nasdaq Capital Market.
Investing in our common stock may be considered speculative and involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 8 to read about the risks you should consider before buying shares of our common stock.
We are an “emerging growth company” under applicable law and will be subject to reduced public company reporting requirements.
Please read the disclosures on page 4 of this prospectus for more information.
Public Offering Price
Total minimum offering
Total maximum offering
For the purpose of estimating the underwriting commissions, we have assumed that the underwriter will receive its maximum commission on all sales made in this offering.
The underwriter will also be entitled to reimbursement of out-of-pocket expenses incurred in connection with this offering, including fees and expenses of its counsel, in an aggregate amount not to exceed $100,000.
__________ is acting as the underwriter for this offering.
The underwriter is selling shares of our common stock in this offering on a best efforts basis. We do not intend to close this offering unless we sell at least a minimum number of 1,100,000 shares of common stock, at the price per share set forth in the table above, and otherwise satisfy the listing conditions to trade our common stock on the Nasdaq Capital Market.
This offering will terminate on __________, 2016 (60 days after the date of this prospectus), unless we sell the minimum number of shares of common stock set forth above before that date or we decide to terminate this offering prior to that date. The gross proceeds of this offering will be deposited at Signature Bank, New York, New York in an escrow account established by us, until we have sold a minimum of 1,100,000 shares of common stock and otherwise satisfy the listing conditions to trade our common stock on the Nasdaq Capital Market.
Once we satisfy the minimum stock sale and Nasdaq listing conditions, the funds will be released to us.
In the event we do not sell a minimum of 1,100,000 shares of common stock and raise minimum gross proceeds of $5,500,000 by __________, 2016, all funds received will be promptly returned to investors without interest or offset.
See “Prospectus Summary – The Offering” on page 6.
Delivery of the shares of our common stock is expected to be made on or about __________, 2016.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
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Any representation to the contrary is a criminal offense.
The date of this prospectus is __________, 2016
About this Prospectus
You should rely only on the information in this prospectus. Neither we nor the underwriter has authorized anyone to provide you with different information.
The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery or of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since the date of this prospectus.
We are making offers to sell and seeking offers to buy shares of our common stock only in jurisdictions where offers and sales are permitted.
You should not consider this prospectus to be an offer to sell, or a solicitation of an offer to buy, shares of our common stock if the person making the offer or solicitation is not qualified to do so or if it is unlawful for you to receive the offer or solicitation.
This summary highlights some of the information in this prospectus.
It is not complete and may not contain all of the information that you may want to consider. To understand this offering fully, you should carefully read the entire prospectus, including the section entitled “Risk Factors,” before making a decision to invest in our common stock. Unless otherwise noted or unless the context otherwise requires, the terms “we,”“us,”“our,” the “Company” and “Aegis Identity” refer to Aegis Identity Software, Inc.
Overview of Our Business
Aegis Identity Software provides identity and access management (IAM) products and services for education IT environments, including software applications, platforms and infrastructure, which are available to our customers via cloud computing or on-premise deployment models.
Our current IAM solutions – TridentHE, TridentK12, TridentCloud and EduZone – have been developed, tested and enhanced over the last five years and are being used by more than 75 major universities, private colleges, community college systems and K-12 school districts across the United States.
Our IAM solutions are designed to deter and prevent fraudulent activities and thwart the misuse of protected data by establishing digital “identities” of computer system users and validating such users’ access rights to digital information.
TridentHE and TridentK12 products include features such as authentication through the identification of users, roles and resources to be accessed and the creation of user accounts, authorization through password creation and management, reconciliation that minimizes security risks and ensures appropriate user access, and auditing where users can create IAM reports and have centralized access to their IAM records. We also provide TridentCloud, which delivers software support and applications that are hosted by enterprise-class cloud service providers via the internet to licensees of our products, making it unnecessary for customers to install and maintain hardware and software within their own IT infrastructure.
Our EduZone product is a SaaS (software as a service) technology platform designed to be fully integrated with the educational institution’s identity and information ecosystem.
EduZone is one of the first education community platforms to allow school districts to utilize and protect student data while they rapidly adopt, standardize and share learning applications with students, parents, educators and district administrators.
Our present and potential customers are major universities and school systems.
There are more than 4,700 universities and colleges and over 13,800 K-12 school districts in the United States. Our selling efforts are conducted by our internal sales team, which is being expanded (and will continue to be expanded following the completion of this offering) to include a reseller channel that will buy and distribute our IAM software products and provide implementation and maintenance services.
In 2015, our five largest educational institution customers (by revenue) were IlliniCloud (a voluntary organization with a potential user base of the 835 K-12 school districts in Illinois, representing approximately 2.3 million students), Chicago State University, Colorado School of Mines, City College of San Francisco and The College of William and Mary.
In 2014, this list included IlliniCloud (Illinois K-12), Radford University, Chicago State University, West Virginia University and Queen’s University (Canada), all of which continue to license our software.
Our primary revenue model is based on traditional software licensing. When a customer downloads our IAM software, we receive an upfront software license fee, with annual revenue and maintenance fees of approximately 20% of the original license fee.
Customer pricing is predicated on university size determined by the Carnegie Classification of Institutions of Higher Education. Additionally, we charge our customers a premium for professional services, including custom engineering and development work.
We estimate that our average new licensing contract generates an initial fee of between $75,000 and $125,000, and that new professional services contracts for installation and configuration range from approximately $50,000 to $150,000.
We recorded total revenue of $243,232 for the three months ended March 31, 2016 and total revenue of $1,769,901 and $1,794,634 for the years ended December 31, 2015 and 2014, respectively.
We had a net loss of $2,763,998 for the three months ended March 31, 2016 and net losses of $4,458,442 and $3,174,487 for the years ended December 31, 2015 and 2014, respectively.
Due to these accumulated losses, our total stockholders’ deficit was $4,751,926 as of March 31, 2016.
In response to the explosive growth of internet technologies and the associated proliferation of digital identities, schools around the country have been seeking appropriate software and services to manage large amounts of personal data, prevent the unauthorized access of such data and maintain easily accessible and navigable IT systems for their students, faculty and employees.
We believe that schools that do not adopt appropriate IAM software and services are more likely to experience data breaches, losses of data, liability for failure to protect data and reputational damage.
Our objective is to provide the education sector with an identity infrastructure that enables the protection of digital identities created by the growth of internet technologies.
Our IAM Software Products
Our TridentHE, TridentK12 and other software products improve the efficiency of IT systems with automated tools for on-boarding of thousands of new users and provisioning user access rights.
Below is a description of each of our current software products:
TridentHE for Higher Education Market
TridentHE is an open-standards (software that can be easily adapted and extended for specific users) and enterprise-class identity management software program dedicated to addressing the specific needs of higher education. TridentHE provides comprehensive provisioning, password management and identity synchronization. TridentHE’s provisioning capabilities allow for the creation of users, roles and resources, access that is role- and rule-based, automated workflows, delegated access administration and approvals, multiple authoritative sources of record and multiple targets.
TridentHE enables the establishment of a password policy, the synchronization of passwords to all applications, self-service password changes, profile management, access request approvals, white pages and Family Education Rights and Privacy Act (“FERPA”) compliance, and integration of our software with a help desk.
TridentHE’s reconciliation functionality allows connectors to determine if target systems have the correct credentials, automated error detection and correction, and periodic user access confirmation. TridentHE’s audit abilities include the creation of ad hoc and custom reports. Our TridentHE software, first released in October 2011, and its associated services and maintenance represented a majority of our total revenue for the three months ended March 31, 2016 and the years ended December 31, 2015 and 2014.
Revenue from TridentHE sales is expected to continue to constitute a significant percentage of our total revenue for the full 2016 year.
TridentK12 for K-12 Education Market
TridentK12 is an identity-management software designed specifically for K-12 education, providing quality provisioning, password management and identity synchronization.
TridentK12 is a cost-effective, open standards-based identity software program that provides “out-of-the-box” integration for K-12 education environments.
TridentK12’s provisioning capabilities allow for near real-time account creation with multiple authoritative sources of record and multiple access targets based on users’ information, roles and resources, as well as automated workflow control and delegated access approvals and administration. TridentK12’s password management allows for the establishment of a customized password policy, self-service password changes, profile management, access request approvals, white pages and the school’s FERPA compliance, synchronization of passwords to all applications, and integration of our software with a help desk.
TridentK12’s functionality allows for connectors to determine if target systems have the correct credentials, automated error detection and correction, and the periodic sending of access configurations to appropriate access approvers to confirm access of a user.
TridentK12’s audit abilities include the creation of ad hoc and custom reports, automated audit workflows to enforce an organization’s access policy and centralized account and access records.
Our TridentK12 software was released in late 2014.
Aegis Identity Software Launches Education Community Platform - EduZone
TridentK12 generated minimal revenue in the first quarter of 2016 and during 2015. We expect that revenue from TridentK12 sales will increase as a percentage of our total revenue in future periods as we expand our marketing and distribution efforts in the K-12 market segment.
EduZone is a platform of technologies that brings together an ecosystem we call Digital Citizenship in Education.
Digital “citizenship” is the online presence, via school district systems, of students, teachers, administration, technology leaders, academic leaders, parents, application providers and other partners representing the educational community today and of the future.
In EduZone, digital citizens access a single platform where they find their digital resources, secured by a unique login, which allows them to focus on a student’s performance. The platform is designed to be fully integrated with school district identity and information systems, under the full control and discretion of the school district, enhancing student data privacy and providing control and fast adoption that the ecosystem requires. We initially demonstrated a prototype of our EduZone platform in mid 2015 and EduZone is currently in its “pilot stage.” In order to bring EduZone to market, we are finalizing the multi-tenant functionality of our Trident database, the integration of an “operational data store” and the connector work to integrate “educational applications” into our EduZone system.
We expect to roll-out EduZone to the education market on a commercial basis following the completion of this offering.
TridentCloud is a flexible and simple to implement software designed to provide IAM services to higher education and K-12 institutions from a cloud environment, which we refer to as identity as a service (“IDaaS”).
Once deployed within its infrastructure, an educational institution can deliver quality provisioning, password management and identity synchronization services at a lower cost due to economies of scale. The current version of our TridentCloud is operational and is being rolled out to K-12 school districts to provide them with IDaaS services. Subsequent versions of TridentCloud are being developed in conjunction with strategic educational partners and service providers to service the higher education market segment.
Our Industry and Target Markets
International Data Corporation (“IDC”), an independent market research firm, estimated in a November 2014 report that the worldwide IAM market is expected to account for $7.1 billion in license, maintenance and SaaS revenue by 2018.
While IDC’s report showed significant historical revenue growth and predicted strong future growth in the IAM market, it also revealed considerable market fragmentation with respect to the market share and overall number of vendors.
We believe that this fragmentation creates a significant growth opportunity for our business, and we have attempted and plan to continue to attempt to capitalize on this potential through an aggressive product strategy that we believe is superior to the approach to IAM software and services used by several of our competitors.
During 2015, approximately $6.6 billion was invested in the education technology market segment, according to a report by The Center for Digital Education, an independent market research publication. We believe education technology lags behind numerous other commercial enterprises in terms of technological advancements, leading to greater demand for solutions that enhance student data privacy, a topic of increasing importance as there have been many data breaches in recent years.
Our Growth and Expansion Strategy
We intend to grow our business organically by expanding our reseller channel, developing our in-house channel support, extending our product line, building our industry position and accelerating our marketing and distribution efforts.
Aegis Identity Software, Inc.
We also intend to commercially launch our EduZone technology platform, which we expect to further broaden our product line and service offerings, and provide additional growth opportunities for our business.
We plan to develop an international market by focusing initially on countries where English is a primary working language, limiting exports to countries with sufficiently robust intellectual property and software copyright laws, enhancing global partnerships, creating greater brand awareness and building customer support infrastructure.
Along with organic growth, we plan to position our company as a “consolidation platform” for cyber security-focused companies that service the EdTech marketplace, and we will seek business combination transactions with well-positioned companies to the extent that we believe such transactions may be accretive and synergistic in terms of immediate revenues, business lines, customers and cross-selling opportunities.
Areas of interest to us are cyber-security companies that could provide complementary software and/or technology platforms, existing customer bases in various niche or regional markets and experienced technical employees. As of the date of this prospectus, we have not entered into any term sheets or agreements with respect to an acquisition.
Our Competitive Advantages
We offer an open-standards, enterprise-class identity management software in the vertical market of higher education and K-12 school districts. We believe that our TridentHE and TridentK12 software costs less than the IAM software offered by our competitors and provides a “value for money” alternative.
We leverage open-standards software to provide affordable software products for the education market. By using open standards as part of our software, our cost of development and our customers’ ongoing cost of ownership are lower.
Complementing the overall lower cost, we offer very competitive fixed license pricing based on the overall size of the institution instead of the number of users or connectors that are required. We believe that this makes TridentHE and TridentK12 more affordable for educational institutions with budgetary constraints. We believe the lower price point of our TridentHE software expands our market opportunity well beyond the current enterprise-focused IAM software offered by most vendors.
Exclusive: Ping Identity CEO On Breaking $180m Revenue, Files to IPO
For example, in our experience we believe that Sun Microsystems has focused its efforts on the top 1,000 universities and that Oracle has focused its efforts on the top 600 universities. We anticipate that our TridentHE software will be able to address the larger market of over 4,700 universities and colleges due in large part to being more affordable than similar products offered by our competitors.
Additionally, we expect our TridentK12 software will be able to effectively address the unique requirements of the over 13,800 K-12 school districts in the United States.
Barriers to Entry. While there are no absolute barriers to entering the IAM software business for the education market, we believe there are significant hurdles for prospective competitors to overcome.
These barriers include long software development time, the difficult and time-consuming process of acquiring new customers, systems testing, knowledge of the market and specific customer needs, and the cost of developing a sales distribution network. Unlike new entrants in the industry, we have already established an internal sales force and are building a reseller network, and our software is already installed and operating at more than 75 major universities, private colleges, community college systems and K-12 school districts across the United States.
Our executives have extensive experience managing companies, with significant, practical experience involving numerous IAM implementations utilizing legacy Sun Microsystems, Inc. software to deliver custom IAM services to higher education customers.
Additionally, our management has substantial vertical market expertise in the higher education market.
Selected Risks Relating to Our Business
Despite our growth and expansion strategy and the competitive advantages we describe above, our business and prospects may be limited by a number of risks and uncertainties that we currently face, including:
We operate in an intensely competitive market for identity and access management software against a number of large, well-known providers, many of which also offer their products in the education market.
We do not currently offer our IAM software and services in non-education vertical markets or outside the United States and Canada, making us dependent largely upon the prevailing conditions and growth of the United States and Canadian education markets, which are frequently subject to budgetary pressures.
We had a net loss of $2,763,998 for the three months ended March 31, 2016 and net losses of $4,458,442 and $3,174,487 for the years ended December 31, 2015 and 2014, respectively.
We expect to report a net loss for the full 2016 year. Our independent registered public accounting firm, in its report dated July ___, 2016, expressed substantial doubt about our ability to continue as a going concern.
There can be no assurance we will have significant levels of total revenue or net income in future periods.
Historically, we have been able to fund our growth and expansion through private placements of equity securities and notes, but we have no agreements for future financing after the completion of this offering.
Implications of Being an “Emerging Growth Company”
As a public reporting company with less than $1 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” under the Jumpstart our Business Startups Act of 2012, commonly known as the JOBS Act.
An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company we:
are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;
are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”);
are not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,”“say-on-frequency” and “say-on-golden-parachute” votes);
are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;
may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A;
are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act; and
We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act.
Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act. Please see “Risk Factors,” page 18 (“We are an ‘emerging growth company’.
. . .”).
Certain of these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a “smaller reporting company” under SEC rules.
Aegis identity software ipo
For instance, smaller reporting companies are not required to obtain an auditor attestation and report regarding management’s assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.
Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, or such earlier time that we no longer meet the definition of an emerging growth company.
In this regard, the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1 billion in annual revenues, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.
Further, under current SEC rules we will continue to qualify as a “smaller reporting company” for so long as we have a public float (i.e., the market value of common equity held by non-affiliates) of less than $75 million as of the last business day of our most recently completed second fiscal quarter.
Corporate Information and Background
We were originally formed as a Colorado corporation in August 2011 and we reincorporated in Delaware in December 2015.
Our executive offices are located at 750 West Hampden Avenue, Suite 500, Englewood, Colorado80110 and our telephone number is (303) 222-1060. We maintain a corporate website at http://www.aegisidentity.com. Information on our website and any downloadable files found there are not incorporated by reference into this prospectus and should not be considered to be a part of this prospectus.
On March 14, 2016, we entered into a “merger of equals”