The Answers You Need
As an SEC registered broker-dealer, Netshares helps connect issuing companies with investors by acting as an intermediary in securities offered and sold under Title II, III, and IV of the JOBS Act. Netshares is a member of the Finance Industry Regulatory Authority (FINRA) and the Securities Investors Protections Corporation (SIPC).
Please note that while Netshares updates its educational materials for accuracy, Netshares’ lawyers do not represent your interests and therefore its educational materials do not replace a lawyer’s or advisor’s advice regarding your investment decisions. Therefore, if you want your best interests represented, please hire a lawyer or advisor who can represent you. If you decide that your level of investment is not worthwhile to hire lawyers and advisors, you thereby accept you might be “flying blind” in some respects and that Netshares is not responsible for your investment decisions.
For more than two hundred years investors have publicly traded stocks and bonds. But those types of investments have their limitations, leading savvy investors to alternative securities for the purpose of generating income, diversifying portfolios, boosting returns, or raising funds for other projects.
These alternatives include real estate, stock or membership units in privately-held businesses, private equity, commodities, venture capital, farmland/timberland, mineral rights, tax lien certificates, hedge funds, annuities, art and collectibles, or even wine collections or antique coins. In short, a multitude of investment options are available beyond the floor of the New York Stock Exchange.
Why do people invest in alternative securities? Some of the most prevalent reasons include favorable economic conditions, less dependence on typical market fluctuations, leveraging specific knowledge or skills, tax advantages, illiquid investments, higher fees, and market volatility.
Investing in Alternative Securities
As an SEC registered broker-dealer, Netshares conducts due diligence, background checks, and securities enforcement regulatory history checks on issuers and their principals. Netshares conducts due diligence until one can reasonably believe an issuer is complying with its obligations as specified in Section 4A(b) and Regulation Crowdfunding, will not commit fraud, and will not otherwise raise potential investor protection concerns. An approved issuer has an established means of keeping records of any securities holders.
Netshares also provides communications channels for investors and issuers--channels with search functions and other tools for investors. Netshares screens investors to ensure they satisfy per-investor limits and provides investors with educational materials to help them understand and assess the risks of investing.
Netshares does offer investment advice or recommendations; solicit purchases, sales, or offers to buy securities; Netshares cannot hold, possess, or handle investor funds and/or securities; Netshares cannot compensate promoters or other persons for solicitations; Netshares cannot allow companies with a potential for fraud or other investor protection concerns to list securities on Netshares’ portal; Netshares cannot guarantee any investment outcome; Netshares cannot speak about the merits of a particular or offering to investors; Netshares cannot have a financial interest in its issuers outside of financial interest paid as service compensations; neither can Netshares compensate any individual for providing Netshares with personally identifiable information of any investors or potential investors.
What Does Netshares Do?
Issuers pay Netshares a fee to use the Netshares communication Portal for Reg CF offerings. This fee may be paid as a flat fee, commission based on the amount of money issuers raise, or in other ways. Issuers may pay additional fees for specified services Netshares provides, including reimbursement of any expenses Netshares incurs on their behalf. Netshares discloses its compensation for each offering in which an issuer invests. If an issuer pays Netshares in whole or in part with its own issuing securities, these securities will always be the same class offered to investors on the Netshares Portal.
Netshares does not charge a fee to investors for offerings via Reg CF or Reg A.
For secondary transactions, Netshares may receive a fee for the purchase and/or sale of privately held securities. Every secondary transaction is unique, and fees will differ per transaction.
For any offerings exempted via Regulation D, Netshares receives a Placement Agent Fee equal to a certain percentage of the gross proceeds sold. Placement Agent Fees will vary for each securities offering and will be stated in an offering’s Private Placement Memorandum. Netshares recommends that investors read all offering documents carefully before making any investment decisions. Netshares representatives are available to assist with any questions potential investors may have.
Private investment funds offered by Netshares may be managed by an affiliated entity. These affiliated companies may be entitled to:
Management Fee: a stated percentage of the gross proceeds sold in an offering of a private investment fund
Carried Interest: affiliated companies may receive a percentage of any profit realized when a cash distribution takes place.
Distribution Fee: a stated percentage of any distribution made in conjunction with a private fund investment
Cost Reimbursement: legal, banking, and accounting fees
Any fees related to an investment in a private investment fund will vary. Fee details are listed in the Private Placement Memorandum. Investors should carefully read these documents prior to making an investment. Fees paid are not contingent upon the financial performance of each company. Fees are due regardless of whether investors make or lose money on their investments. Fees and expenses will result in a reduction of the amount of money one can make on investments over time. Investors must understand what fees and costs they are paying.
How Netshares Makes Money
After issuers have prepared and filed SEC Form C, Form C and other issuer offering documents will be publicly available on the Netshares Portal. The Portal also provides publicly viewable communications channels, or chat rooms, where investors can communicate with each other as well as representatives of the issuers listed on our Portal. These channels allow investors to discuss and converse with each other, as well as communicating with issuers’ representatives about investment opportunities or any other questions.
While Netshares will generally not participate in these channels, Netshares reserves the right to establish guidelines and moderate the channels to remove potentially abusive, hateful, fraudulent, or otherwise concern-raising content.
Rule 301(c)(2) requires an intermediary such as a Funding Portal to cancel an offer if it has a reasonable basis to believe that the issuer or the offering presents a potential for fraud or otherwise raises concerns about investor protection.
Rule 402(b)(10) permits a Funding Portal to deny access to its platform to, or cancel an offering of an issuer, pursuant to Rule 301(c)(2). An intermediary may also cancel an offering at any time in accordance with Rules 301 and 402, regardless of the status of the offering.
When Netshares Will Cancel an Offering
Netshares provides a platform for issuers to find potential investors. In exchange, issuers pay a service fee. Issuers may also pay for specified services. Netshares therefore has a financial interest in its issuers: they pay to be on the Netshares Portal; pay for additional specified services; and reimburse expenses Netshares incurs on their half. For Regulation CF offerings, Netshares will not have any financial interest in its issuers outside of these circumstances. In certain Regulation CF offerings, Netshares will accept securities paid by issuers as compensation, but they will always be the same class of securities offered to investors. For Regulation A and Regulation D offerings, Netshares may offer private investment funds managed by an affiliated entity. For these private investment fund offerings, Netshares' (and/or its affiliates) may charge a management fee, carried interest, distribution, and reimbursement for legal, accounting, and banking fees.
Issuers may or may not have an ongoing relationship with Netshares after an offering is complete. Issuers may or may not continue using the Portal to raise money or use services provided by and pay compensation to entities affiliated with Netshares.
Netshares' Relationships with Issuers
According to Rule 301(a), intermediaries must conduct due diligence to have a reasonable basis to believe an issuer will comply with the requirements of Section 4A(b) and Regulation Crowdfunding. An issuer must also have established means of keeping accurate records of the holders of securities. Netshares reserves the right to question or request additional materials to establish the reliability of issuers’ representations. According to Rule 301(c)(1), Netshares bears anti-fraud responsibilities and therefore must conduct background and securities enforcement regulatory history checks on issuers and their officers, directors, and beneficial owners of 20% or more of the issuer’s outstanding voting equity securities--calculated based on voting power.
Rule 301(c)(2) requires that if after allowing an issuer to use Netshares platform, Netshares acquires additional information indicating an issuer or its potential offering might have a risk of fraud or lack of investor protection, Netshares must promptly remove said issuer’s offering, cancel it, and return or direct the return of any committed funds.
Issuers and certain other people may be the subject of certain disqualifying events during the last 10 years, in which case Title III may not be used. “Certain other people” includes any predecessor of the issuer; any director, officer, general partner, or manager of the issuer; a person owning 20% or more of the Issuer’s voting power; any promoter associated with the issuer; any person who will be paid for soliciting investors; and any general partner, director, officer, or manager of such a solicitor. “Certain disqualifying events” involves improper actions in the securities business such as the conviction of a felony or misdemeanor in connection with the purchase or sale of any security or the loss of license of a securities broker for misconduct, among other “bad actor” incidents.
What types of financial information issuers must make available depends on three factors:
How much capital an issuer is trying to raise with its current offering
Whether this is an issuer’s first offering using Title III
If this is not an issuer’s first offering, how much the issuer has raised in other Title III offerings during the last 12 months
If an issuer’s amount of Title III offerings totals $107,000 within the last 12 months, the issuer must provide:
Its total income, tax income, and total tax as reported on the
Issuer’s Federal tax return, certified by an issuer’s principal executive offer
Financial statements certified by an issuer’s principal executive officer
If available, financial statements reviewed or audited by a public accountant independent of an issuer
If an issuer’s amount of Title III offerings total more than $107,000 but less than $535,000 within the last 12 months, the issuer must provide:
Financial statements reviewed by a public accountant independent of the issuer
If available, financial statements audited by a public accountant independent of the issuer
If an issuer’s amount of Title III offerings totals more than $535,000 within the last 12 months, the issuer must provide:
If this is an issuer’s first offering under Title III, financial statements reviewed by a public accountant independent of the issuer
If this not an issuer’s first offering under Title III, financial statements audited by a public accountant independent of the issuer
All financial statements must be prepared in accordance with the United States government’s “generally accepted accounting principles.” Financial statement reviews must be conducted in accordance with the Statements on Standards for Accounting and Review Services issued by the Accounting and Review Services Committee of the AICPA. Financial statement audits must be conducted in accordance with either auditing standards of the AICPA or standards of the Public Company Accounting Oversight Board.
After one invests in an issuer, the issuer is generally required to file annual reports with the SEC and make them available online within 120 days after the end of the fiscal year. An annual report will typically include:
Information included on Form C
Updated financial statements certified by an issuer’s executive office (while reviewed or audited financial statements are not required, if reviewed or audited financial statements are available then they must be provided)
Disclosure and updates about the issuer’s financial condition
Information Issuers are Required to Make Available
At the very least, investors will receive current information about an issuer once a year in its annual report. The issuer, however, may be allowed to stop filing annual reports, in which case investors will have no current financial information about the issuer. An issuer can choose to stop filing annual reports on the date the issuer has filed at least one annual report and has fewer than 300 shareholders of record, the date the issuer has filed at least three annual reports and has total assets no greater than $10 million, the date the issuer or someone else buys all of the securities issued in the Title III offering, the date the issuer registers its securities and is required to file reports under the Securities Exchange Act of 1934, or the date the Issuer is dissolved under state law.
Frequency of Issuers' Annual Reports
Before investing, an issuer must provide investors information on Form C. This information includes the issuer’s name, address, and website; the issuer’s principals, executive officers, and directors; the principal occupation and employment for the last three years of each director and officer; the names of each person owning 20% or more of the issuer’s voting power; the specific investment’s risk factors, the issuer’s business and business plan; in what ways any proceeds of the offering will be used; the issuer’s ownership and capital structure; how rights exercised by the issuer’s principals can affect investors; compensation paid to Netshares’ Portal for each offering; a description of previous offerings issued by the issuer; whether the issuer has previously failed to file any reports required by law; transactions with officers, directors, and other “insiders;” whether the issuer would be disqualified from offering securities under Title III under the “bad actor” rules, if the effective date of those rules were different; the issuer’s financial condition: how over-subscriptions will be handled; where and when annual reports are posted; financial information about the Issuer, and any other necessary information.
Crowdfunding investment commitment comes with risks, as does investing in startups. Prior to making an investment, therefore, carefully consider any risks and whether you are prepared for them. Funding Portals are forbidden from making any investment recommendations or suggestions to investors. Each investor should consider consulting a professional before investing to understand and assess all the risks involved, including legal, tax, and monetary risks. If you think your level of investment is not worthwhile to hire an advisor, you will be solely responsible for your investment decisions. Investments always carry risks, therefore you are strongly advised to make sure you are able to afford losing your entire investment.
Some risks that come with crowdfunding investments include, but not limited to:
For smaller and local companies:
Fraud: while Netshares conducts due diligence on each issuer before allowing use of the Netshares platform, there is always a risk the offering is a fraud or otherwise raises investor protection concerns
Lack of professional management: many small companies are managed by founders, and while the founder may have strong technical skills, he or she might not be an effective leader with managerial experience or management skills
Limited products and services: many companies have core products on which they focus. Failing to adapt these products and services to the changing needs of consumers, continual advancement of technology, and intense competition from other companies could cause a company to fail
Lack of access to capital: funding Portals are designed to help companies raise the capital they need, however Netshares’ platform is not the solution to all capital problems. Without adequate capital, companies can accumulate debts and eventually fail financially
Lack of accounting controls: smaller companies typically lack controls that prevent theft, embezzlement, and accounting fraud, leaving them exposed to additional risks
Lack of technology: many small businesses cannot afford technologies that help them cut costs and make operations more efficient
Cash flow shortfalls: if a business fails to generate enough money to meet payroll, it might not meet its payment obligations to investors
For companies on the platform in general:
Lack of ongoing information: companies that issue securities using Title III must provide some information to investors at least 12 months following the offering, but the information a private company must make available is much less extensive than that of a publicly-traded company, and a private company is allowed to stop providing annual reports in certain circumstances
Competition: smaller businesses face competition both from big corporations and from other businesses, which can cause a company to be out-competed and thereby fail
Inability to sell your investment: you cannot sell your securities except in limited circumstances for 12 months starting from the date you acquire them. Be prepared, therefore, to hold your investment for its full term
Change in economic conditions: unfavorable economic conditions could hurt an issuer’s business and thereby its investors
Uninsured losses: a company might have inadequate insurance to guard against risks, whether because it cannot afford insurance or does not know enough about insurance. There are also some risks that are nearly impossible to insure against at a reasonable cost
Unreliable financial projections: while issuers provide financial projections that reflect what they assume about future financial conditions, it is nearly impossible to have accurate financial projects, especially for startups
Changes in laws: Changes in laws or regulations could hurt many companies. Companies have little to no control over how new laws will affect their business
Lack of professional advice: unless you hire your own professional advisor, you may be “flying blind” and could potentially make a poor investment decision due to a lack of professional advice. Funding portals cannot and will not offer you any investment advice
Reliance on management: securities offered on the Portal will most likely not give you the right to participate in an issuer’s business management. Unless you can rely on a company’s management team, you should not invest in said company
What Should I Know Before Investing?
Netshares’ Portal offers equity and debt securities. Consider consulting a professional before investing in a security to learn about and assess its specific risks. Here are the securities our Portal offers and their associated risks:
Equity securities: An equity security, such as the common or preferred stock of a company, makes you a joint owner of that company. As an owner, you have the right to share in any profit distributions and also share in the company’s value appreciation. There are, however, some risks involved with holding equity, including but not limited to:
Loss of your investment: if a company dissolves, you are paid after all the creditors, meaning there may not be any money left to pay investors after debts have been paid. Thus, you can potentially lose your entire investment
No dividends: an issuer might not plan to issue dividends. Additionally, a business might not generate enough profit to issue dividends
Subordination to creditors: in the event of bankruptcy, creditors are paid first and can go after a company’s assets until debts are satisfied. As an investor, you are paid last, meaning there might not be any money left to pay you and other investors
You may not be able to sell the securities: highly illiquid securities may not find any secondary market on which to be sold. Additionally, securities might have other restrictions that prevent you from transferring them to another investor
Debt Securities: A debt security, like a promissory note or bond, allows you to be paid before equity investors in the event of the company’s bankruptcy. A debt based offering is often term loans. These loans can pay any amount of interest or not pay an interest. Many different structures for debt securities exist. You should therefore strongly consider learning about a particular security’s risks before investing. Some risks associated with debt securities include:
Repayments and payments are not guaranteed: while you, as a creditor, have payment priority if a company dissolves, a company may simply not have enough money to pay its debts
No third party credit ratings: credit ratings are designed to help investors gauge the risks of a debt security. Securities on our Portal might not be rated by rating agencies such as Moody’s and
Standard & Poor’s, leaving investors with little to no objective measure to judge the company’s creditworthiness
Interest rate might not adequately compensate your risks: chances are that the interest you will earn does not adequately compensate the level of risk you are taking
Lack of security: a promissory note may or may not be secured by property, such as an interest in real estate or equity
What Securities Are Offered through Netshares, and What Are Their Risks?
Title III limits how much you can invest each year – not only in any one company, or through any Funding Portal, but in all companies through all Funding Portals. These limits apply only to your investments under Title III (Regulation Crowdfunding). Netshares’ portal will calculate your annual investment limit based on your net worth and income. Investment limits are calculated on a rolling 12-month interval, and every investment in a Regulation Crowdfunding offering on any portal will count toward your annual limit.
For non-accredited investors, the maximum amount you can invest in all Title III offerings during a 12-month period is:
If your annual income or net worth is less than $107,000, you may invest the greater of:
5% of the greater of your annual income or net worth.
If your annual income and net worth are both at least $107,000, you can invest the lesser of:
10% of the greater of your annual income or net worth.
There are no investment limits for accredited investors. Once you are verified as an accredited investor, you are free to invest without limits.
You and your spouse may choose to combine your incomes and assets to invest, in which case you will both be treated as a single investor when determining how much you can invest.
First, create and verify an account on the Netshares Portal. Netshares may or may not ask for your proof of income to determine your investment limit. You can then browse listings and think about which offering to choose for your investment. You should strongly consider consulting a lawyer or professional advisor prior to investing to understand and assess any and all risks that come with a particular offering. You can then choose to invest in your selected offer(s) and pledge a dollar amount to the offer(s). By choosing to invest in an offer, you acknowledge the risks that come with investing on a Funding Portal and are able to afford losing your entire investment should the issuing company file for bankruptcy.
What is My Net Worth?
Once your purchase of security is completed, Netshares will send you a confirmation email with details about the offer and your investment; this email will serve as proof of your purchase. The issuer is also required to keep records of investors. Netshares conducts due diligence during a screening process until finding a reasonable basis to believe an issuer has means of keeping records of holders of its securities.
What is My Proof of Ownership
The SEC requires any amendment to an offering be reconfirmed with outstanding investment commitments within 5 business days; if an issuer fails to do so, or you as an investor fail to reconfirm your commitment, your commitment will be considered canceled. An issuer must also file Form C/A to disclose changes or updates with the SEC.
What Happens if an Offering's Terms Change?
You can cancel an investment commitment at any time up to 48 hours before the offering deadline. If you make an investment commitment within 48 hours before the offering deadline, you cannot cancel your investment even if you have just made your commitment.
If you successfully cancel your commitment, Netshares will refund the investment amount to you. This refund process can take as many as 14 days.
Cancelling Commitment and Obtaining a Refund
For Regulation Crowdfunding (Reg CF) offerings, after buying a security, you cannot sell or otherwise transfer said security for at least12 months, unless you are transferring back to the issuer, as part of an offering registered with the SEC, to a family member or trust created for a family member’s benefit, or in connection with death or divorce. “Family member” encompasses spouses, children, stepchildren, grandchildren, parents, stepparents, grandparents, siblings, and in-laws.
No, you can only invest in a crowdfunding offering through a platform such as a broker-dealer or a funding portal. Companies cannot offer crowdfunding securities to you directly.
Can I Buy Crowdfunding Securities Directly from an Issuing Company?
If an offering has more investors than needed or an issuing company reaches its target early, said issuing company will prioritize investors with a larger investment amount. While rare, the company may choose to reject or cancel your investment.
What If an Issuing Company Reaches Its Investment Target Early?
A third-party credit rating is not required for issuers on Netshares’ Portal. Investors therefore have little to no objective measures to gauge an issuing company’s creditworthiness. You are strongly advised to conduct due diligence prior to making an investment commitment and to consult with a professional advisor to understand and assess all the risks associated with making a particular investment commitment.
Do Issuers on Netshares Have Third-Party Credit Ratings?
Yes, unless your country’s regulations forbid you from doing so.
Can I Invest if I'm Not a US Citizen?
Most often, no, but there are exceptions. Netshares will not disclose any email or phone numbers obtained as part of our issuer on-boarding. You may, however, find contact information on an issuing company’s website, in its offering’s details, or in its business plan. You can always use Netshares’ chat rooms to speak to an issuing company’s representatives.
Can I Contact the Issuing Company's Founder(s) Directly?
It could be a short time, a long time, or never. Investing in issuing companies on a Funding Portal, especially startups, involves high amounts of risk. Netshares therefore strongly recommends investors consult with a professional advisor prior to making an investment commitment. You must understand and assess the risks involved with your investment. There is no guarantee any companies in which you invest will make a profit. You might lose your entire investment if a company files for bankruptcy.
How Long Until I See a Return?
A fundraising round may close earlier than its published deadline on the offering. In this case, you will receive a notice of the new deadline at least 5 business days prior to the new deadline. The SEC requires that if an issuing company fails to reconfirm investors’ investment commitment within 5 business days of an offering’s changes, the investment commitment is considered canceled.
Can An Offering Close Early?
Speculative. Investments in startups and early-stage ventures are speculative and these enterprises often fail. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup or early-stage venture often relies on the development of a new product or service that may or may not find a market. You should be able to afford and be prepared to lose your entire investment.
Illiquidity. You will be limited in your ability to resell your investment for the first year and may need to hold your investment for an indefinite period of time. Unlike investing in companies listed on a stock exchange where you can quickly and easily trade securities on a market, you may have to locate an interested buyer when you do seek to resell your crowdfunded investment.
Cancellation restrictions. Once you make an investment commitment for a crowdfunding offering, you will be committed to make that investment (unless you cancel your commitment within a specified period of time). As detailed in the box below for Changing your mind, the ability to cancel your commitment is limited.
Valuation and capitalization. Your crowdfunding investment may purchase an equity stake in a startup. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult and you may risk overpaying for the equity stake you receive. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold through crowdfunding.
Limited disclosure. The company must disclose information about the company, its business plan, the offering, and its anticipated use of proceeds, among other things. An early-stage company may be able to provide only limited information about its business plan and operations because it does not have fully developed operations or a long history to provide