First, register at the Site. There, you will establish log-in credentials and provide us with some information about yourself.
Under Title III, the entire investment process happens online, through the Site. We will never send you paper, call you on the phone (except in some emergencies), or ask to meet with you.
Solicitation of Interest
You may see businesses on or off the Site who are advertising a potential offering to determine if there is support for a Regulation Crowdfunding Campaign. These issuers will make clear that no investment will be accepted and not part of the purchase price will be accepted prior to the official launch. You will not be committed to investing any amount and will have no obligation to invest in the future by expressing interest in a potential offering.
Making an Investment
You can see investment opportunities as soon as you visit the Site. When you click on an opportunity that interests you, you will be able to see all of the information available about the opportunity (see the “Issuer Information” section below). But you won’t be allowed to invest until you register.
Once you decide to invest, click on the “INVEST” button. We will ask for more information, arrange for you to pay for your investment, and asked you to sign one or more documents with the Issuer. For example, you might be asked to sign something called an “Investment Agreement.”
Having done all that, you will be deemed to have made an “investment commitment.” But you’ll still have a chance to cancel, as described below.
Notice of Investment Commitment
Once we receive your investment commitment, we will notify you of:
The dollar amount of your commitment
The price of the Securities you committed to buy
The name of the Issuer
The date and time by which you may cancel your commitment
Target Offering Amount and Offering Deadline
For each offering, the Issuer will disclose a “target offering amount,” meaning the minimum amount the Issuer is trying to raise (in some cases this could be as little as $1), and an “offering deadline.” If the Issuer doesn’t raise the target amount before the offering deadline, then the offering will be cancelled and any investors who have made investment commitments will receive their money back.
If the Issuer reaches the target offering amount before the offering deadline, it may close the offering early as long as (1) the offering has remained open for at least 21 days, and (2) we give a notice to investors. The notice must:
Specify the new deadline, which must be at least five days after the date of our notice;
Notify investors that they may cancel their investment commitment for any reason up until 48 hours before the new deadline; and
Notify investors whether the issuer will continue to accept investment commitments during the 48 hour period before the new deadline.
If an Issuer intends to accept investments over and above the target offering amount, it must disclose the maximum amount it will accept and how it will handle “over-subscriptions.” For example, the Issuer might allocate the securities on a first-come first-served basis, or pro-rata among all of the investors who make investment commitments, or in some other way.
Your Right to Cancel Your Investment
You can cancel your investment commitment at any time up to 48 hours before the offering deadline, for any reason. The Site will explain how.
Also, if there is a “material” change in the offering (an important change) after you make your investment commitment, then your commitment will be canceled automatically unless you reconfirm your commitment within five business days of receipt of the notice. Please see the section "If Information Changes Before Closing" below for more details.
Paying for Your Investment
You will pay for your securities by a direct transfer from your bank account (an ACH transfer), which will be free to you.
When you invest, your money will be held in an account administered by a qualified third-party financial institution until the offering is completed. We, as a Funding Portal, are prohibited from holding your money. If the Issuer is successful in raising the target offering amount, the bank will release the investors’ money to the Company. We will notify you by email and the investment process will be complete.
Confirmation of Transaction
Before your investment is final, we will send you a notice disclosing, among other things:
The date of the transaction
The type of Security you are buying
The price and number of Securities you are buying, as well as the number of Securities sold by the issuer in the entire transaction and the price(s) at which the Securities were sold
If you are buying a debt security, the interest rate and the yield to maturity calculated from the price paid and the maturity date
If you are buying a callable security, the first date that the security can be called by the issuer
The source, form and amount of any compensation we, the Funding Portal, expect to receive in the transaction
Restrictions on Resale
Once you buy a Security (e.g., a promissory note), you aren’t allowed to sell or otherwise transfer the Security for 12 months, except for sales or transfers:
Back to the Issuer;
To an “accredited investor”;
As part of an offering registered with the SEC; or
To a family member, to a trust you control, to a trust created for the benefit of your family member, or in connection with death or divorce.
Additionally, after the 12-month restriction on resale period, there might still be no market to sell the securities and, therefore, an investor should have the expectation of holding an investment for an indefinite period of time.
The term “family member” includes a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the purchaser, and includes adoptive relationships. The term “spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse.
An “accredited investor” means:
A natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person;
A natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
A trust with assets in excess of $5 million, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person;
A business in which all the equity owners are accredited investors;
An employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
A bank, insurance company, registered investment company, business development company, or small business investment company;
A charitable organization, corporation, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets exceeding $5 million; and
A director, executive officer, or general partner of the company selling the securities, or any director, executive officer, or general partner of a general partner of that issuer.
A person otherwise identified as an accredited investor by SEC rule