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PopCom
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PopCom has developed an AI-powered software platform that turns any vending machine or kiosk into a smart, secure, data-rich sales channel. We provide brands, distributors, and operators with the tools to grow, learn, and sell 24/7 — with lower risk, higher margins, and enhanced customer insigh ...ts. PopCom doesn’t just automate retail — we elevate it with intelligence, security, and scalability. Show more

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This Reg CF offering is made available through PicMii Crowdfunding, LLC. This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment.

Business Description

PopCom.AI is a software company transforming automated retail for the age of AI, data, and compliance.

Our patented technology empowers brands to sell products in physical spaces without the high costs of traditional retail while unlocking powerful customer insights in real time. At the core of our platform is machine-agnostic software that uses computer vision and AI to collect anonymous demographic data (age, gender, emotion), optimize product performance, and support secure, compliant sales of regulated goods. PopCom.AI is going live with our first strategic AI partnership: a deployment with Myavana, the AI-powered hair intelligence company, placing PopCom machines on HBCU campuses beginning with Spelman College in Atlanta. This collaboration represents two Black female AI founders building foundational technology at the intersection of retail, AI, and culture.

Following years of R&D and field validation, PopCom is now laser-focused on scaling a lean, software-first business model. With a refined strategy, recurring SaaS revenue, and proven demand from enterprise partners, PopCom is leading the next evolution in retail: one that is intelligent, automated, and built for the future of commerce.

PopCom has an operating history that includes multiple successful crowdfunding campaigns in 2019, 2020, and 2021, during which we raised over $7 million from thousands of investors. These early rounds allowed us to develop and launch three core products, validate the market demand for automated retail software, and test our PopShop kiosks in live environments and scale to $35,000 MRR from our pilot program, PopShop Local.

Problem

Vending Machines Are Dumb.

35 million+ vending machines worldwide operate with zero intelligence. They collect no customer data. Operators are blind to who walks by, have no insight into why sales fail, cannot optimize product mix, and have zero behavioral intelligence. Meanwhile, every other retail channel   e-commerce, in-store POS, even digital billboards   is powered by data and AI. Vending has been left behind. PopCom changes that. With PopCom, every machine becomes a smart retail endpoint: AI detects age, emotion, and dwell time; real-time shopper behavior data surfaces what’s working and why; products, pricing, and placement are continuously optimized; and targeted ads are served at the exact point of sale.

Every major retail and marketing channel — e-commerce, social media, search, streaming — delivers rich, real-time consumer data. Brands know who viewed their product, for how long, what drove the purchase, and how to retarget the ones who didn’t convert. Automated retail delivers none of this. A machine takes a customer’s money and gives nothing back: no demographics, no behavioral signals, no foot traffic data, no attribution, no way to learn or improve.

This is not a minor inefficiency. It is a fundamental data gap that keeps brands from investing deeper in the channel — because they cannot measure it, optimize it, or justify it to stakeholders. PopCom.AI closes this gap. We give brands and operators the same intelligence at the machine that they get everywhere else online: who walked by, who engaged, who bought, and why.

Solution

Business Model

By relaunching with a focus on machine leasing, growing software subscriptions, and expanding into hardware-agnostic licensing, PopCom is poised to scale faster and more sustainably than ever before. We believe the challenges we faced made us stronger, sharper, and more prepared to build lasting value for our customers, partners, and investors. 

The Evolution: 87% Leaner, Same Vision

One of PopCom’s most significant and underappreciated milestones is how dramatically we’ve restructured our cost base. At our 2022 peak, operating the company — with full-time staff, office space, a dedicated CTO, and hardware-led operations — cost $120,000 to $150,000 per month. Today, we run the same core platform at $15,000 to $20,000 per month. That is an 87% reduction in monthly burn, achieved without sacrificing any core product capability.

How we did it: we eliminated fixed office space entirely (remote-first), replaced full-time engineering hires with Big Kitty Labs, our retained 55-person software foundry, engaged 1099 contractors instead of W-2 employees across all functions, and integrated AI tools for customer service, analytics, and internal operations. The result is a company that can execute at scale on a startup budget — giving every dollar raised dramatically more runway and impact than it had in our prior chapter.

Market Projection

PopCom is positioned at the convergence of AI, data analytics, and automated retail   where demand is growing rapidly, but innovation still lags.

While e-commerce continues to expand, over 70% of global retail sales still happen offline, and there is a growing push to digitize physical retail experiences with smarter, data-driven solutions. PopCom fills this gap by transforming traditional vending into intelligent, connected points of sale that generate real-time customer insights and unlock new revenue opportunities.

PopCom stands apart in this landscape by not just delivering products but capturing and monetizing the data behind every interaction. While legacy hardware companies remain product-focused, we’re building a scalable data and AI platform that enables brands to sell smarter, not just faster.

Competition

Fun Facts & Milestone Moments for PopCom

Traction & Customers

With a proven product, patent protection, and strong early traction, PopCom.AI is positioned to lead the next generation of automated, data-powered retail. Our newest strategic partnership is with Myavana, the AI-powered hair intelligence company, deploying 20 PopCom machines on HBCU campuses beginning with Spelman College in Atlanta, with expansion planned to Ulta Beauty, Sephora, and mall kiosks. PopCom machines have been deployed internationally at the Qatar Vendôme Mall, our PopShop autonomously sold iPhones. PopCom is also the first and only company approved by the California ABC to sell alcohol through automated vending, a landmark regulatory milestone that opens an entirely new market vertical.

Investors

How We Will Use Your Investment

We are raising $600,000 to fund PopCom’s next phase of growth with a focus on product development, operational strength, and strategic market expansion. Here’s how the funds will be used:

  • • $225,000 – AI Platform Development (45%)
    To accelerate development of the PopCom.AI platform, including computer vision enhancements, anonymous demographic analytics, hardware-agnostic integrations, and new compliance modules for regulated retail markets.
  • • $150,000 – Sales & Revenue Generation (30%)
    To fund a lean sales team, enterprise outreach, channel partnerships with third-party vending operators, and SaaS customer acquisition. Includes trade show presence and brand marketing to position PopCom.AI as the leader in AI-powered automated retail.
  • • $50,000 – Hardware & IT – Myavana Pilot (10%)
    To configure, update, and deploy machines for the Myavana partnership on HBCU campuses. Covers logistics, hardware refurbishment, software integration, and on-site setup for the Spelman College launch and subsequent campus rollouts.
  • • $50,000 – Operations (10%)
    To cover day-to-day operational costs including 1099 contractor support, accounting, legal, storage, and server infrastructure. Remaining $25,000 held as a contingency reserve to ensure the company can execute its plan without disruption.

Every dollar raised will directly support the AI platform, strategic partnerships like Myavana, SaaS business expansion, and growth into regulated retail markets   with 45% going directly toward technology that makes PopCom.AI smarter, faster, and more competitive.

 

Join Our Community of Over 10,000 Investors

PopCom has learned from its early growth stage and is now positioned to scale a lean, software-driven business in one of the fastest-growing segments of retail. Join us as we lead the future of automated, data-powered commerce invest now and be part of the next retail revolution.

Terms

Up to $600,000.07 in Class A Common Stock at $0.222 per share with a minimum target amount of $9,999.99.

Offering Minimum: $9,999.99 | 45,045 shares of Class A Common Stock
Offering Target: $600,000.07 | 2,702,703 shares of Class A Common Stock
Type of Security Offered: Class A Common Stock
Purchase Price of Security Offered: $0.222 per Share
Minimum Investment Amount (per investor): $250.19

The Minimum Individual Purchase Amount accepted under this Regulation CF Offering is $250.19. The Company must reach its Target Offering Amount of $9,999.99 by April 20, 2026 (the “Offering Deadline”). Unless the Company raises at least the Target Offering Amount of $9,999.99 under the Regulation CF offering by the Offering Deadline, no securities will be sold in this Offering, investment commitments will be cancelled, and committed funds will be returned.

NOTE TO INVESTORS ABOUT THE SPV

Regulation Crowdfunding allows an issuer to use a special purpose vehicle, or SPV. The technical legal term is a “crowdfunding vehicle.”

In this case, while the name of the Company itself is Solutions Vending International, Inc., the name of the SPV is Solutions Vending International SPV, LLC. You and all the other Regulation Crowdfunding investors will invest in Solutions Vending International SPV, LLC and Solutions Vending International SPV, LLC will, in turn, use your money to invest in Solutions Vending International, Inc. Hence, Solutions Vending International SPV, LLC will be reflected as one investor in Solutions Vending International, Inc.

Solutions Vending International, Inc. believes this structure – with one investor rather than many – will make it easier to raise additional capital in the future because the Offering will leave the Company with only one investor on its capitalization table.

Solutions Vending International SPV, LLC will conduct no business other than to invest in Solutions Vending International, Inc. The SPV has been organized and will be operated for the sole purpose of directly acquiring, holding and disposing of the Company’s securities, will not borrow money and will use all the proceeds from the sale of its securities solely to purchase a single class of securities of the Company. Solutions Vending International SPV, LLC will be managed by the Company itself. The Company’s use of the SPV is intended to allow investors in the SPV to achieve the same economic exposure, voting power, and ability to assert State and Federal law rights, and receive the same disclosures, as if they had invested directly in the Company. The Company’s use of the SPV will not result in any additional fees being charged to investors.

Although Solutions Vending International, Inc. is a corporation, you will be an owner of Solutions Vending International SPV, LLC, which is a limited liability company. Hence, you will receive IRS Form K-1 for tax reporting purposes.

All the information about “the Company” in this Form C refers to Solutions Vending International, Inc., not to Solutions Vending International SPV, LLC unless otherwise indicated.

NOTE TO INVESTORS: As explained above, you will invest in Solutions Vending International SPV, LLC, not in the Company directly. You will receive an interest in Solutions Vending International SPV, LLC called “Investor Units” while Solutions Vending International SPV, LLC will receive shares of Class C Common Stock issued by the Company. The governing documents of Solutions Vending International SPV, LLC, being its Certificate of Formation and Limited Liability Company Agreement (EXHIBIT E and EXHIBIT G), and the Investor Units to be issued to you from Solutions Vending International SPV, LLC, are intended to put you in the same position as if you had purchased shares of Class C Common Stock directly from the Company.

Voting Proxy to the Manager

The SPV investor units do not have voting rights. With respect to those voting rights, the investor and his, her, or its transferees or assignees (collectively, the “Investor”), through a voting proxy granted by Investor in the subscription agreement (Exhibit C), has appointed or will appoint the Manager, Solutions Vending International, Inc., as the Investor’s true and lawful proxy (the “Proxy”) with the power to act alone and with full power of substitution, on behalf of the Investor to: (i) vote all securities related to the Company purchased in an offering hosted by PicMii Crowdfunding, LLC, and (ii) execute, in connection with such voting power any instrument or document that the Manager determines is necessary and appropriate in the exercise of his or her authority. The Investor Units shall have one hundred percent (100%) of the economic rights and no management rights other than to replace the Manager upon a majority vote at a duly called meeting. The Manager Units shall be held only by Solutions Vending International, Inc., or its affiliates or assigns.  The Manager Units will confer no economic rights but shall confer one hundred percent (100%) of the management authority to the holders of the Manager Units. The holders of Manager Units shall have all rights necessary to manage the business affairs of the Company, including but not limited to, the authority to direct the acquisition, holding, and disposition of the Company’s assets, and to make all decisions regarding the Company’s operations without requiring the consent of the holders of the Investor Units, subject to limitations in Delaware state law, participation in tender offers, mergers, acquisitions, or any other matters requiring shareholder approval.

Risks

Please be sure to read and review the Offering Statement. A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can afford to lose your entire investment.

In making an investment decision, investors must rely on their examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority.

The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature.These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.

Neither PicMii Crowdfunding nor any of its directors, officers, employees, representatives, affiliates, or agents shall have any liability whatsoever arising from any error or incompleteness of fact or opinion in, or lack of care in the preparation or publication of, the materials and communication herein or the terms or valuation of any securities offering.

The information contained herein includes forward-looking statements. These statements relate to future events or future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause actual results to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties, and other factors, which are, in some cases, beyond the company’s control and which could, and likely will materially affect actual results, levels of activity, performance, or achievements. Any forward-looking statement reflects the current views with respect to future events and is subject to these and other risks, uncertainties, and assumptions relating to operations, results of operations, growth strategy, and liquidity. No obligation exists to publicly update or revise these forward-looking statements for any reason or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Security Type:

Equity Security

Price Per Share

$0.222

Shares For Sale

2,702,703

Post Money Valuation:

$12,577,647.87

Investment Bonuses!

TBD

Regulatory Exemption:

Regulation Crowdfunding – Section 4(a)(6)

Deadline:

April 20, 2026

Minimum Investment Amount:

$250.19

Target Offering Range:

$9,999.99-$600,000.07

*If the sum of the investment commitments does not equal or exceed the minimum offering amount at the offering deadline, no securities will be sold and investment commitments will be cancelled returned to investors.


Dawn Dickson
Founder, CEO, and Director
BackgroundDawn Dickson is a seasoned entrepreneur, inventor, and fundraising pioneer with over 20 years of experience at the intersection of technology, retail, and marketing. As the Founder and CEO of PopCom, Dawn leads the development of an automated retail platform revolutionizing how brands sell products and collect customer insights through vending machines and kiosks. Under her leadership, PopCom has raised over $7 million from more than 10,000 investors worldwide—making Dawn the first woman globally to raise over $1 million through a Secure Token Offering (STO) via equity crowdfunding. Her innovative approach to capital raising and product development has earned her widespread recognition in both the tech and investment communities. Dawn has been featured in Forbes, Fast Company, Fortune, Essence, Black Enterprise (cover), INC Magazine’s Top 100 Female Founders, and more. In 2020, she was named OBWS Black Entrepreneur of the Year presented by Snapchat. A passionate advocate for emerging technologies, Dawn was invited to testify before the U.S. House of Representatives on the benefits of blockchain for small businesses. With a proven track record of building companies, raising capital, and bringing cutting-edge products to market, Dawn continues to be a force in retail innovation and a leader to watch in the tech industry. Through PopCom, she’s not just transforming vending—she’s democratizing retail.

Company Name

PopCom

Location

997 N Fourth Street
Columbus, Ohio 43201

Number of Employees

4

Incorporation Type

C-Corp

State of Incorporation

Delaware

Date Founded

October 1, 2012

Transparency has always been a core value at PopCom, especially because we chose to raise capital publicly and invite everyday investors into our journey.

Recently, an (See more) article was published online that contained inaccuracies about PopCom, our financial history, and my actions as founder. While the article did not reach a wide audience, I believe that anyone considering an investment—or who has already invested—deserves clear, factual information directly from the source.

For that reason, I’ve published a detailed, evidence-backed public statement that addresses:
1. How investor capital was raised and used
2. The company’s financials, revenue, and assets
3. Governance and oversight
4. Ongoing investor communication and company status

This statement is supported by primary documents, including audited financials, tax filings, contracts, and internal records.

If you are new here, welcome. Building a hardware and software company is complex, capital-intensive, and rarely linear—but transparency and accountability matter at every stage. If you are an existing investor, thank you for your continued engagement and support.

🔗 You can read the full statement here:
1. https://thedawndickson.substack.com/p/setting-the-record-straight-a-fact
2. https://thedawndickson.substack.com/p/popcom-where-did-the-6-million-raise?r=6ggp

As always, I remain committed to building responsibly, communicating openly, and putting facts on the record.

Dawn Dickson
Founder & CEO, PopCom
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We are excited to share some major updates with you as we continue moving toward the PopCom relaunch.

We recently took our second disbursement of (See more) funds and made another payment toward the outstanding storage bill—allowing us to regain full access to our machines for the first time in over a year. I’m thrilled to report that everything was exactly as we left it: clean, covered, and in near-new condition.

Currently, in our Columbus warehouse, we have 19 PopCom machines (9 in crates and 10 uncrated), plus one PopShop in Atlanta and another in Hawaii, both safely stored. We also have a storage unit full of PopCom marketing materials, test devices, prototypes, and all documentation from our former office—everything we need to restart operations. Beyond fundraising, we have a customer ready to take all of our machines once testing is complete. We’re finalizing that deal now, and I hope to announce it soon. Everyone I’ve spoken to is thrilled that PopCom is relaunching—they all agree that the timing is perfect, and I believe it too.

You can see pictures of the machines below:
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The $36,000 Glass Ceiling: How Dawn Dickson Weaponized Crowdfunding Against VC Bias
When venture capital failed her, Dawn Dickson raised funding from 10,000 everyday investors — (See more) and rewrote the rules of startup funding

In this new feature from Scaling Smarter Magazine, the article profiles how PopCom CEO Dawn Dickson rewrote the rules of startup funding by moving beyond traditional venture capital when the system failed her. After managing hardware-intensive growth and facing severe setbacks (including a stolen prototype and empty coffers despite raising over $1 M in VC funding) she turned to equity crowdfunding — raising more than $4 million from 10,000 everyday investors who could invest as little as $250.

1. The "million-dollar milestone" was a mirage: Despite being celebrated as one of fewer than 25 Black women to raise $1M in VC, Dickson found herself with an empty bank account, stolen prototype, and unable to make payroll while gracing the cover of Black Enterprise magazine
2. She discovered VCs would rather lose $500,000 than risk another $50,000 on her: When her manufacturer held her prototype hostage, investors who had already put in half a million refused to provide $50K more to rebuild, revealing she was just a "diversity checkbox" investment
3. Crowdfunding became her weapon against a broken system: After the SEC shut down her ICO attempt, Dickson pivoted to equity crowdfunding, raising $4M from 10,000 everyday investors who could invest as little as $100, becoming the first woman founder to raise $1M through this method.
4. She built "Team PopCom": a community movement that replaced traditional VC backing – Her 10,000 investors became evangelists and the company's best marketing, providing not just capital but the support and belief that traditional VCs never offered

Read the full article HERE - https://startups.hubspot.com/magazine/issue04/dawn-dickson-popcom

Now is the time to join the journey. We invite you to be part of our community of investors, evangelists, and partners. Your investment won’t just fund a vending-machine company — it will support a platform that is scaling into regulated industries ripe for disruption, backed by proven traction and a founder who knows how to navigate real challenges and build momentum. Invest now and join the movement.

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Thank You Investors! 🙏

We’re excited to share that we’ve raised over $17,000 in our campaign so far! 🎉 I’ll be taking our first disbursement of (See more) funds, and I want to thank each of you for your investment and belief in PopCom.

Here’s how this disbursement will be used:
- $4,000 will go toward our PicMii campaign fees (which were deferred until we raised funds).
- The remaining balance will be applied to our storage facility so we can begin inspecting and testing our machines in preparation for our relaunch.

This is a major step forward—but we still have work to do. To fully test and update our machines, we must raise at least $50,000. In addition to this milestone, we’re excited to share that we already have sales traction and are gaining commitments from customers who want machines once they are updated. This early demand shows the strong market need for PopCom and positions us for a successful relaunch.

Every day we’re getting closer to our goal thanks to your support and continued sharing of our campaign. Together, we’re building something powerful—and this is only the beginning. 🚀

Thank you again for believing in us!
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Top 5 Questions Investors Ask about PopCom

1. Why did PopCom cease operations? And why relaunch now?
PopCom temporarily paused operations in 2023 due to macroeconomic
shifts in (See more) the retail and venture markets, increased hardware costs, and the need to retool the business model for sustainable, capital-efficient growth. Rather than burn investor capital during a down market, the team made the strategic decision to preserve resources, maintain IP, and reassess the go-to-market strategy. Now, with demand rising for automated retail, advances in AI and data analytics, and renewed customer interest, the time is right to relaunch PopCom with a sharper focus, leaner operations, and a software-first approach.

2. Why is the new capital raise structured as an equity crowdfunding campaign? And why this platform?
PopCom was one of the first companies to successfully raise over $1M through equity crowdfunding, and we believe in giving everyday investors the opportunity to participate in early-stage innovation — especially those who’ve supported us since day one. We chose PicMii as our platform for this raise because of its flexibility, favorable terms for founders, and alignment with our vision to build a community of engaged stakeholders. This campaign is more than capital — it’s about rebuilding momentum with customers, investors, and advocates.

3. How will the target raise amount be used to grow and scale the business?
The $600,000 raise will fund core operational relaunch efforts over 24 months. That includes updating existing machines with the latest AI-powered software, shipping and placing units in high-traffic locations, staffing a lean team for customer support and operations, and accelerating enterprise sales. Unlike previous phases, PopCom 2.0 emphasizes software and data monetization, not just hardware — reducing overhead and increasing margins. We expect revenue generation to resume within 3–6 months of deployment.

4. What is the pathway to and timeline for an exit? What type of exit is in scope and why?
PopCom’s path to exit includes strategic acquisition by a retail technology, AI, or data analytics company, or a buyout by a global enterprise looking to scale in-store automation. This could occur within 3–5 years, once the platform has reached meaningful market penetration and recurring revenue milestones. An acquisition is the most likely scenario, as companies in retail tech are actively acquiring solutions with strong IP, proven deployments, and customer data insights — all areas where PopCom holds a competitive advantage.

5. What exactly is different about PopCom 2.0 that will yield different results than 1.0?
PopCom 2.0 is a leaner, smarter version of the original vision. We’re shifting from a hardware-heavy model to a platform-first strategy focused on software, AI-powered customer insights, and partnerships with established machine operators. Instead of building all infrastructure ourselves, we’re licensing the PopCom OS and focusing on high-margin SaaS revenue. We’ve also built deeper customer acquisition pipelines, refined our unit economics, and learned from past cycles to operate with discipline and scalability.
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Raises half the minimum amount

PopCom has raised half of the target offering amount on August 21, 2025. $5,209 has been raised at this time.

Raises 100% of the minimum amount

PopCom has raised the target offering amount on September 25, 2025. $11,753 has been raised at this time.Investors should be aware that the Issuer can now conduct rolling closes if they wish. If the Issuer decides to do so, you will be notified and given time to cancel your investment.
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