WE ARE A FUNDING PORTAL
We are registered with the SEC and with FINRA to act as an intermediary in Securities that are offered and sold under Title III.
Being a Funding Portal isn’t the same as being a registered “broker-dealer.” We are not a registered broker-dealer.
When you invest, you are not investing in us or in any entity affiliated with us, you are purchasing an interest in a security being offered via Reg CF by a company that has chosen to raise money using our funding portal.
As an intermediary we do not guarantee any particular outcome and are not responsible for what happens to your investment – all investments are undertaken at your own risk. We also do not guarantee the accuracy of the information you receive from issuers. Our job is to facilitate investments by providing a platform that brings together companies and investors.
- Select which Issuers to list on our platform, by among other things:
*Conducting background checks on the issuer and its principals
*Conducting due diligence to have a reasonable basis for believing the issuer is complying with all its obligations
*Conducting due diligence to have a reasonable basis for believing the issuer has established a means to keep accurate records of the holders of its securities
- Advise Issuers about their offerings, and help prepare offering documents
- Screen investors to ensure that they satisfy applicable per-investor limits (discussed below)
- Provide communication channels between you and the Issuer, and between you and other potential investors, where you can ask questions and exchange information
- Provide search functions or other tools for investors
- Provide you with educational materials to help you assess the risks of investing (e.g., this document)
- Keep records of investor communications and materials
- Offer investment advice or recommendations
- Guarantee any particular investment outcome
- Speak to investors about the merits of any particular company or offering
Issuers will pay us to be on our Funding Portal. They might pay us flat fees, commissions based on the amount of money they raise, or in other ways. They might also pay us for specified services we provide to them and reimburse us for expenses we incur on their behalf. For each offering you invest in, we will disclose our compensation.
In some cases, an Issuer might pay us in whole or in part with its own Securities, e.g., with its own promissory note. This will always be the same class of Security that is being offered to investors on our Platform. For example, if the issuer is offering common stock to investors, only common stock could be used for our compensation.
We will never own any financial interest in Issuers listed on our Funding Portal other than Securities we receive from them as compensation.
After an offering is complete, we might or might not have an ongoing relationship with the Issuer. The Issuer may decide to use our Funding Portal to raise money in the future, or use services provided by (and pay compensation to) entities affiliated with us.
We will maintain online communications channels –chat rooms, basically – where you can communicate with other investors and with the Issuer. All discussions on the chat rooms will be open to the public, but only investors who have registered with us are allowed to post. Representatives of the Issuer, and anyone engaged in promoting the offering, must clearly identify themselves as such. The chat room is where you can ask questions about investment opportunities that interest you.
We, the Funding Portal, generally aren’t allowed to participate in the chat room, except to establish guidelines and remove potentially abusive or fraudulent content.
SECURITIES WE OFFER
We expect to offer various kinds of Securities on our Platform. When you review the opportunities at the Site, each opportunity will explain what kind of Security is being offered.
When you buy an “equity security,” like the common stock of a corporation, you become an owner of the company. The value of your interest fluctuates with the fortunes of the company; if the company does well the value of your interest goes up, while if it does poorly the value goes down, possibly all the way to zero. As an owner, you generally have the right to share in any profit distributions made by the company, and you also share in the appreciation in the value of the company. When a company dissolves, the owners of the equity securities are paid last, after all the creditors.
In some cases, a company will offer a “preferred equity security,” like the preferred stock of a corporation. Typically, the holders of the preferred equity security have a right to receive distributions before the holders of the regular equity securities. For example, the holders of a preferred stock might have the right to receive a 4% dividend before dividends are paid to the holders of common stock. But preferred equity is still equity. The holders of preferred equity are paid after creditors.
These securities start out as debt securities but can be changed – converted – into equity. For example, a company might issue a debt security, which compensates the holder with a defined interest rate, and that can be converted by the holder into common stock at some specified time. The conversion is triggered upon the occurrence of a specified event such as an additional fundraising round, and holders of the convertible note generally enjoy a discount with respect to the company valuation during the liquidity event.
“SAFE” stands for “simple agreement for future equity.” SAFEs were introduced by Y Combinator in 2013 as a replacement for convertible notes. There are several kinds of SAFEs, but the typical SAFE converts into an equity security – either common stock or preferred stock – when the Issuer raises more money in the next equity fundraise. If the Company never raises more money in the future you typically have to wait until the company is sold or dissolved to get your money. The SAFE subscription agreement will define the conversion event, and sometimes a valuation cap and/or discount.
A regular promissory note requires the Issuer make specified payments of interest and principal at specified times. In contrast, a revenue-sharing note requires the Issuer to pay a specified percentage of its revenue. For example, a revenue-sharing note might require the Issuer to pay investors 5% of its revenue for four years. Typically, a revenue-sharing note will also state a maximum that investors are entitled to receive (e.g., double their investment) and a due date for repayment of the original investment.
Specifically, promissory notes. The promissory notes will require the Issuer to pay your money back, plus interest at a specified rate, over a specified time period. Owning a promissory note does not make you an owner of the company. Instead, you are a creditor. As long as the company has enough money to repay your loan, plus any interest you’ve been promised, the value of your security stays the same; the fluctuations of the fortunes of the company don’t affect you, unless the fortunes go way down. On the other hand, you don’t share in the appreciation if things go well. If the company increases in value 100-fold, you just have the right to get your money back, plus interest.