Golden Section
iSite Media — Confidential · Series Seed-3 Preferred
CONFIDENTIAL
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iSite Media
SERIES SEED-3 · EQUITY
Dec 2025
iSite Media, Inc.
Sports Tech / B2B SaaS · St. Louis, MO · Delaware C-Corp
SERIES SEED-3 EQUITY — DEAL MEMO GSV FUND II SPORTS TECH ACHIEVING
GSV INVESTMENT
$300,000
GSV Fund II · Series Seed-3
LQ ARR
$1.47M
Last Quarter · 90% Gross Margin
BLENDED VALUE
$339,705
MOIC: 1.13x
PRE-MONEY CAP
$10.0M
4x Gross multiple
GSV STAKE (FD)
~3%
138,198 Seed-3 shares
FINANCIAL ASSESSMENT
KPI Summary — December 2025
Source: GS Value Tracker — December 2025, iSite Media Monthly EBIT 2025
LQ ARR
$1,468,850
NQ ARR: $1,421,481 · CQGR: −3.2%
GROSS MARGIN
90%
High-margin SaaS model
Q4 2025 EBIT
+$63,702
Oct–Dec combined · Profitable
FY2025 EBIT
($24,546)
Near breakeven · Trending positive
MONTHLY EBIT — JAN–DEC 2025
VALUATION METRICS
METRICVALUE
LQ ARR$1,468,849.98
CAGR−12.9%
Growth-Based Value$379,409.76
Revenue-Based Value$300,000.00
Blended Value$339,704.88
MOIC1.13x
INVESTMENT STRUCTURE
Series Seed-3 Terms & Round Details
Source: Complete_with_Docusign_Series_Seed-3_and_See.pdf, GS Value Tracker Dec 2025
GSV INVESTMENT — SERIES SEED-3
InvestorGSV Investors II, LP
Investment Amount$300,000.22
Share ClassSeries Seed-3 Preferred
Price Per Share$2.1708
Shares Acquired138,198
Closing DateJune 13, 2025
GSV Stake~3%
Pre-Money / Cap$10,000,000
Valuation Multiple4x Gross Revenue
QSBSYes
ROUND SUMMARY
$500,000.38 cash (Seed-3 at $2.1708/share) + $675,000 note conversions (Seed-4 at $1.7366/share) = $1,175,000.38 total round. GSV is lead cash investor. QSBS eligible.
GSV is Lead Cash Investor
$300K of $500K cash · 60% of Seed-3 cash tranche
Additional Closings
Up to 90 days after Initial Closing
CASH PURCHASES — SEED-3 AT $2.1708/SHARE
PURCHASERAMOUNTSHARES
GSV Investors II, LP$300,000.22138,198
NM Desai Family, L.P.$100,000.0846,066
Donald M. Cobin Rev Trust$50,000.0423,033
Jean & Roy Schroer$50,000.0423,033
Total Cash (Seed-3)$500,000.38230,330
NOTE CONVERSIONS — SEED-4 AT $1.7366/SHARE
HOLDERPRINCIPALSHARES
Jean & Roy Schroer$50,00035,656
James Blatt$50,00035,915
Ron Greenberg$25,00017,957
Harold Blatt$50,00035,783
John & Ann Beck Rev Trust$60,00042,735
Cultivation Twain Seed Fund I$50,00035,606
Hawk Partners$50,00035,562
Mid America Capital Partners III$190,000134,968
Missouri Technology Corporation$150,000105,607
Total Conversions (Seed-4)$675,000479,789
FOUNDER FUNDING
Founder Funding Facility & Warrants
Source: Complete_with_Docusign_Series_Seed-3_and_See.pdf, GS Value Tracker Dec 2025
WARRANT DETAILS
WARRANTSHARESSTRIKENOTES
Warrant 1 (Sept 2023)17,611$3.407/shCommon shares
Warrant 2 (Apr 2025)TBDTBD20% of 2025 FF, 85% QF or $15M cap
Cultivation Twain12,237$0.01/shCommon shares
FACILITY CONTEXT

The Founder Funding Facility provides additional capital support through warrant-based instruments. Warrant 1 was issued in September 2023 for 17,611 common shares at $3.407/share. The 2025 facility (April 2025) provides 20% participation at 85% of the qualifying financing price or a $15M cap, whichever is lower.

Cultivation Twain Seed Fund I also holds a warrant for 12,237 common shares at a nominal $0.01/share, issued in June 2022 in connection with earlier financing activities.

PROFITABILITY ANALYSIS
Monthly EBIT — January–December 2025
Source: GS Value Tracker — December 2025
MONTHJANFEBMARAPRMAYJUN JULAUGSEPOCTNOVDECFY TOTAL
EBIT ($16,693) $2,538 ($1,560) ($837) ($568) ($9,089) ($17,835) ($18,238) ($25,968) $20,443 $22,936 $20,323 ($24,546)
Q4 2025 INFLECTION
Three consecutive profitable months (Oct +$20,443, Nov +$22,936, Dec +$20,323) total +$63,702 in Q4 EBIT. This represents a meaningful inflection from the Q3 trough of −$62,041.
FY2025 SUMMARY
Full-year EBIT of ($24,546) is near breakeven. With 90% gross margins and a Q4 profitability inflection, the trajectory is positive. The company burned through H2 headwinds but recovered strongly.
CAPITALIZATION
Cap Table — Post Seed-3 / Seed-4
Source: Complete_with_Docusign_Series_Seed-3_and_See.pdf
STOCK OUTSTANDING
CLASSAUTHORIZEDOUTSTANDING
Common5,750,0002,000,000
Series Seed553,595553,595
Series Seed-1443,586443,586
Series Seed-2406,035406,035
Series Seed-3 (cash)472,905230,330
Series Seed-4 (conversions)479,789479,789
Total Preferred2,355,9102,113,335
Total Stock8,105,9104,113,335
OPTIONS & WARRANTS
ITEMSHARES
Stock Option Plan Reserved1,027,749
Granted Options918,725
Available for Future109,024
CAP TABLE BREAKDOWN (OUTSTANDING)
ROUND ECONOMICS
PRE-MONEY
$10,000,000
4x Gross Revenue
TOTAL CASH (SEED-3)
$500,000
4 investors · $2.1708/sh
TOTAL CONVERSIONS
$675,000
9 note holders · $1.7366/sh
TOTAL ROUND
$1,175,000
QSBS eligible
INVESTMENT HISTORY
Investment Timeline
Source: Complete_with_Docusign_Series_Seed-3_and_See.pdf, GS Value Tracker Dec 2025
JUN 16, 2022
Cultivation Twain Warrant
Cultivation Twain Seed Fund I receives warrant for 12,237 common shares at $0.01/share in connection with early-stage financing.
SERIES SEED
Initial Preferred Round
553,595 Series Seed preferred shares issued. First institutional round establishing the preferred equity stack.
SERIES SEED-1
Follow-On Round
443,586 Series Seed-1 preferred shares issued. Continued capital formation for growth.
SERIES SEED-2
Follow-On Round
406,035 Series Seed-2 preferred shares issued. Additional growth financing pre-GSV entry.
SEP 12, 2023
Founder Funding Warrant 1
Founder Funding Facility warrant issued for 17,611 common shares at $3.407/share strike price.
DEC 31, 2024
Balance Sheet Date
Unaudited financial statements as of December 31, 2024 referenced in SPA documentation.
APR 4, 2025
Founder Funding 2025 Facility
New Founder Funding Facility warrant: 20% of 2025 FF Facilities at 85% of qualifying financing price or $15M cap.
JUN 12–13, 2025
GSV Fund II Invests $300K
DocuSign SPA created Jun 12, executed Jun 13. GSV Investors II LP acquires 138,198 Seed-3 shares at $2.1708/share. $675K notes convert to Seed-4.
JAN–DEC 2025
Monthly EBIT Tracking
Monthly EBIT tracked through 2025. Q4 turns profitable with three consecutive positive months totaling +$63,702.
RISK ASSESSMENT
Key Risks & Mitigants
Source: GS Value Tracker Dec 2025, Complete_with_Docusign SPA
HIGH
Negative CAGR / Revenue Decline: CAGR of −12.9% and CQGR of −3.2% indicate declining top-line momentum. LQ ARR fell from prior periods despite high gross margins.
MED
Not Yet Profitable Full Year: FY2025 EBIT of ($24,546) is near breakeven but not positive. Q4 inflection is encouraging but not yet sustained over a full cycle.
MED
Key Person Risk: Brian Lord (CEO) and Kimberly Lord (co-founder) are the primary executives. Concentration of leadership in a small team.
MED
Founder Funding Dependency: Multiple warrant tranches across Founder Funding Facilities suggest ongoing dependency on structured capital instruments beyond traditional equity.
LOW
High Gross Margins: 90% gross margin provides substantial buffer against revenue softness and operational headwinds. Strong SaaS unit economics.
LOW
Q4 Profitability Inflection: Three consecutive profitable months (Oct–Dec) suggest operational improvements are taking hold.
LOW
Diversified Investor Base: 13 distinct investors across Seed-3 cash and Seed-4 conversions reduces single-investor dependency.
BUSINESS OVERVIEW
Investment Thesis
Source: Complete_with_Docusign SPA, GS Value Tracker Dec 2025
Product: Sports Tech / B2B SaaS platform headquartered in St. Louis, MO. Delaware C-Corp with focused industry positioning in sports technology.
Financial Profile: ~$1.47M ARR with 90% gross margins. Valued at 4x gross multiple with $10M pre-money. Blended MOIC of 1.13x on GSV’s $300K investment.
Profitability Trajectory: FY2025 EBIT of ($24,546) with Q4 inflection of +$63,702. Three consecutive profitable months signal an operational turning point.
Capital Structure: Four preferred rounds totaling 2.1M+ shares. 1M share option plan. Founder Funding Facility with multiple warrant tranches for ongoing capital flexibility.
Legal: Polsinelli PC (Andrew Speciale) serves as legal counsel. No subsidiaries. QSBS eligible, providing potential tax advantages for qualifying investors.
LEADERSHIP
Management Team
Source: Complete_with_Docusign SPA, Company Records
BL
Brian Lord
CEO
Leads strategy, product, and operations. Primary executive driving iSite Media’s growth in sports technology. brian@isitemediagroup.com
KL
Kimberly Lord
CO-FOUNDER / KEY EXECUTIVE
Operations, strategy, and stakeholder management. Co-founder with deep involvement in company direction and investor relations.
AS
Andrew Speciale
LEGAL COUNSEL — POLSINELLI PC
External legal counsel at Polsinelli PC. Advises on corporate governance, securities, and transaction documentation.
Document Index
4 source files referenced in this memo
Series Seed-3 / Seed-4 SPA
Stock purchase agreement · 40 pp · DocuSign · Jun 2025
iSite Media Wiring Instructions
Banking & wire details · Todd Killgore · Jan 2021
GS Value Tracker — December 2025
Portfolio valuation model · okutch / Isaac Shi · Mar 2026
GSV Fund II Record 2025-09-30
Fund investment ledger · Mar 2026
GP RECOMMENDATION
Verdict: ACHIEVING
iSite Media is a Sports Tech / B2B SaaS company with ~$1.47M ARR and 90% gross margins. GSV Fund II invested $300,000.22 for 138,198 Series Seed-3 preferred shares at $2.1708/share (June 2025), representing ~3% ownership on a fully-diluted basis. The $10M pre-money valuation at 4x gross revenue is reasonable for a high-margin SaaS business at this stage. While CAGR is negative (−12.9%) and full-year EBIT is modestly negative ($24,546), the Q4 2025 profitability inflection (+$63,702 across three consecutive months) is a meaningful positive signal. The blended MOIC of 1.13x provides modest upside from cost basis. The capital structure with four preferred rounds, Founder Funding warrants, and a 1M-share option plan is complex but manageable. Status: Achieving (Green). QSBS eligible.
BLENDED MOIC
1.13x
On $300K deployed
BLENDED VALUE
$339,705
Growth + Revenue blend
STATUS
Achieving
Green · Studio Allocation
KEY POSITIVE
Q4 Profitability
+$63,702 in Oct–Dec 2025
KEY CONCERN
Revenue Decline
CAGR −12.9% · CQGR −3.2%
WATCH ITEM
FY2026 Profitability
Sustain Q4 inflection over full year
Prepared by Derek · March 2026 · Sources: Series Seed-3/Seed-4 SPA, iSite Media Wiring Instructions, GS Value Tracker, Fund II Record
CONFIDENTIAL — FOR LENDER USE ONLY  |  Golden Section Ventures  |  iSite Media Deal Memo  |  Prepared June 2025

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