This Reg A+ offering is made available through StartEngine Crowdfunding, Inc. This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment. For more information about this offering, please view StartEngine’s offering circular and risks associated with this offering.
Quotes from StartEngine FAQ’s:
In essence, this document helps the reader understand how a company was financed, who the other investors are, and the percent interest in the company the founders, management team and employees could end up with in the future…
How do I contact the company (Regulation CF)?
To contact the company directly, please leave a comment for them on their campaign via the comments section and a member of their team will respond to you shortly. Please note that you cannot use or leave your personal email address as the company can only communicate with investors through the StartEngine platform.
What will the return on my investment be?
StartEngine assists companies in raising capital, and once the offering is closed, we are no longer involved with whether the company chooses to list shares on a secondary market, or what occurs thereafter. Therefore, StartEngine has no control or insight into your investment after the close of the live offering. In addition, we are not permitted to provide financial advice. You may want to contact a financial professional to discuss possible investment outcomes.
Can I sell my shares?
Once the live offering has closed, you may choose how to handle your shares. You will be introduced to the company’s selected transfer agent, which is the cap table management service, who will be responsible for the transfer of your shares after the close of the offering.
Companies may choose to apply to quote their securities on our trading marketplace StartEngine Secondary. StartEngine Secondary is one of the first markets in the US where non-accredited investors can publicly trade investments that have raised capital via Regulation Crowdfunding and Regulation A+. StartEngine Secondary is an alternative trading system regulated by the SEC and operated by StartEngine Primary, LLC, a broker-dealer registered with the SEC and FINRA.
The shares sold via Regulation A+ offerings are unrestricted and can be sold freely immediately after purchase. However, the shares sold via Regulation Crowdfunding offerings have a one-year lock-up period before those shares become unrestricted and can be sold freely.
Investors are generally restricted from reselling shares for a one-year period after they were issued, unless the shares are transferred:
- to the company that issued the securities;
- to an accredited investor
- to a family member (defined as 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, including adoptive relationships.);
- in connection with your death or divorce or other similar circumstance;
- to a trust controlled by you or a trust created for the benefit of a family member; as part of an offering registered with the SEC.
A company which intends to apply to list its securities on StartEngine Secondary will be subject to certain requirements, including state laws. Even if a company is qualified to quote its securities on StartEngine Secondary, there is no guarantee that a demand for these securities will exist. Even if a company does meet the requirements for quoting its securities, we do not know the extent to which investor interest will lead to the development and maintenance of a liquid trading market. An investor should assume that he or she may not be able to liquidate the investment for some time or be able to pledge these shares as collateral.
How do I view my subscription agreement?
You can view your signed subscription agreement by logging into your StartEngine account. Click your name in the top right hand corner, and select “View Investments”. You should see a list of all of your investments that have the option to view your signed Subscription Agreement.
Note: You will not be able to view your signed subscription agreement until the company closes on your funds, and your status changes from “received” to “invested”.
How do I view my investment status?
To view your investment status follow these steps:
- Login to your StartEngine account
- Once you are logged in, click your name in the top right-hand corner
- Click “My Investments”
- Click “View Current” and the status of your investment can be found next to the company you invested in
- Or simply click here to go to your Investment Dashboard once logged in
Different stages of investments:
Incomplete – You have begun the investment process but have not completed all of the steps to finalize your investment. Make sure that you click the green “Submit” button after clicking “Invest Now” on the campaign home page. Once you have submitted your investment, you will receive a confirmation email immediately following submission. If you elected to pay by wire, instructions will be emailed to you.
Submitted – You have successfully submitted your investment, and it is currently pending. It could be pending because the offering has not yet reached their minimum funding goal, the funds have not yet left reached the escrow account, or are still undergoing the necessary checks. If there is any problem with your investment, you will be notified by StartEngine.
Cleared – StartEngine has received your payment for your investment, and we have successfully verified all of the required investor checks. There is nothing else that you need to do at this time.
Invested – After the company has conducted a close on their offering, those investments that have cleared will be then moved to “Invested.” This means your funds have been disbursed to the company you have chosen to invest in, and you can no longer get a refund on your investment.
How do my investments affect my taxes?
StartEngine cannot give you any tax or investment advice. You may want to consult a tax advisor regarding your investment and any questions regarding your taxes as an investor. However, we can provide you with some useful information on how it may affect you for the upcoming tax year.
Tax liability is largely determined by what type of entity you invested in. There are two times of entities, which you may have invested in. You invested in either a C corporation or an LLC. You can find the specific entity type on each company’s Form C, which is accessible through the companies “terms” section on their campaign page.
What happens if you invested in a C-corporation?
Generally speaking, U.S. investors investing in C-corporations on StartEngine will only need to report income when they realize a gain or loss for tax purposes. In these instances, no K-1 is owed to you. You would however need a K-1 if you invest in an LLC on StartEngine. In that case, the company you invested in will provide you with the required documents. StartEngine will not be sending any of these tax forms to you.
What if the company you invested in goes bankrupt?
The company or its trustee is responsible for providing tax documents directly to their investors, to reflect any loss.
What if I sold the security I acquired on StartEngine in a private transaction and realized a gain?
Once an investor sells a capital asset, and realizes a gain, the capital gain is taxable.
What if I sold the security I acquired on StartEngine in a private transaction and realized a loss?
Once you sell a capital asset, at a loss, this qualifies as a capital loss and can be used to offset capital gains.