I. INTRODUCTION: CROWDFUNDING
Crowdfunding is a relatively new and evolving method of raising business capital using the internet. A business that raises funds through crowdfunding is called an Issuer. Issuers typically seek small individual contributions from many individual investors to make up the total of funds they are trying to raise. To raise funds through crowdfunding, Issuers will create a crowdfunding campaign that offers individual investors equity or debt securities in exchange for funds.
Individuals interested in a crowdfunding campaign, who are collectively considered members of the “crowd”, may share information about the business with each other and use the information to decide whether to fund the campaign based on the collective “wisdom of the crowd.”
The United States Securities and Exchange Commission (“SEC”) adopted rules to permit companies to offer and sell securities through crowdfunding in reliance on the exemption under Section 4(a)(6) of the Securities Act of 1933 (“Securities Act”). These new rules implement the requirements of Title III of the Jumpstart Our Business Startup (“JOBS”) Act, which added Sections 4(a)(6) and 4A to the Securities Act and Sections 3(h) and 12(g)(6) to the Securities Exchange Act of 1934 (“Exchange Act”). A “funding portal” is a Title III crowdfunding intermediary that, in accordance with Section 304(b) of the JOBS Act and Exchange Act Section 3(a)(80), can engage in only limited crowdfunding activities.
Miventure is a crowdfunding platform (the “Miventure App”) in which all types of businesses may raise funding from accredited and unaccredited individuals. Every campaign on the Miventure App will have a side-by-side offering of a Regulation Crowdfunding (“Reg CF”) offering and a Regulation D (“Reg D”) offering. The Reg CF offerings will be provided by Miventure Inc. (the “Funding Portal”), and the Reg D offerings will be provided by Miventure Solutions, LLC. Investors may invest as little as $100 on every campaign hosted on the Miventure App.
II. OUR FUNDING PORTAL AND PROCESS
Miventure Inc. is a Funding Portal that is registered with the SEC and is a member of FINRA. Miventure, Inc. is not a broker-dealer or an investment advisor. Funding Portals are virtual internet-based marketplaces (i.e., an intermediary) that connect companies that wish to raise capital through securities offerings with individuals who are seeking investment opportunities. As a Funding Portal, we cannot:
• Offer investment advice or recommendations;
• Solicit purchases, sales or offers to buy the securities offered or displayed on its platform;
• Compensate employees, agents, or other persons for such solicitation or based on the sale of securities displayed or referenced on its funding portal; or
• Hold, manage, possess, or otherwise handle investor funds or securities.
a. Issuer Relationships
We create business relationships with companies that wish to raise capital (i.e., “issuers”) who pay us for access to our funding portal. Our relationships with an issuer may be related to a one-time securities offering for a short period of time or for multiple securities offerings over a longer period of time. However, following completion of an offering, there may or may not be any ongoing relationship between the issuer and the funding portal.
We may receive compensation from issuers in the form of payment (e.g., monies or securities) as a percentage of funds raised on our funding portal, a flat fee, or in other ways. Investors may refer to the issuer’s respective offering documentation (e.g., Form C) that is found on our portal and the SEC’s EDGAR website for additional information.
b. Types of Securities Displayed
The securities offerings listed on our portal are private securities offerings, also known as “non-public offerings,” are offered to a relatively small number of investors. The offerings on Miventure are not a public offering nor are they offered through a public exchange (e.g., New York Stock Exchange). The securities displayed on our Funding Portal may be any type of security generally described below.
Debt: Debt securities (e.g., bonds, term notes) may be issued by businesses as a method of making large purchases that they could not afford under normal circumstances. An issuance of a debt security gives the borrowing company the ability to borrow money from investors in exchange for a promise to pay back the money at a later date, usually with interest.
Convertible bonds: Convertible bonds offer holders the income of regular bonds and also an option to convert into shares of common stock of the same issuer at a pre-established price, even if the market price of the stock is higher. Convertible bond prices are influenced most by the current price—and the perceived prospects of the future price—of the underlying stock into which they are convertible. As a tradeoff for this conversion privilege, convertible bonds typically yield less.
Convertible securities: A convertible security is an investment that can be changed into another form under its terms. The most common convertible securities are convertible bonds or convertible preferred stock, which can be changed into equity or common stock.
III. GENERAL FUNDING PORTAL OFFERING RISKS
The following is a non-exhaustive list of general risks that are associated with Title III investments that may be displayed on our funding portal platform. Investors should review the issuer’s offering documentation (e.g., Form C) for additional risks specifically related to the respective offering(s) that are available for investment on the funding portal.
Risk of Loss: The risk that the investor may not receive part, or all, of the amount invested to purchase the security. Investors should only invest money in Title III securities that they can afford to lose.
Liquidity Risk: The risk of a lack of an active secondary market for securities purchased. Investors will not be able to sell Title III securities for the one-year resale restriction period. Further, there may not be a ready market to sell Title III securities after the restricted period is over.
Market risk: The possibility for an investor to experience losses due to factors that affect the overall performance of the financial markets in which the investor is involved.
Interest rate risk: The risk that arises for bond owners from fluctuating interest rates. How much interest rate risk of a bond depends on how sensitive its price is to interest rate changes in the market. The bond’s sensitivity depends on two things, the bond's time to maturity, and the coupon rate of the bond.
Inflation Risk: The risk that the purchasing power of the investment asset does not keep pace with the purchasing power of another asset such as the currency used to initially purchase the investment asset.
Performance Risk: It is not possible to predict the performance of a company based upon its past performance. Past performance is not indicative of future results and there can be no assurance that targeted results will be achieved. Loss of principal is possible, and even likely, on any given investment.
Dilution Risk: The risk that the issuing company may issue additional equity securities in the future, which will result in the percentage of ownership that the investor previously had will be lower after the additional issuance of equity.
Real Estate Business Risks: Investors should fully understand the risks associated with the real estate development, management and the overall real estate market.
Investors are also encouraged to consult with their qualified financial and tax advisors prior to making any investment.
a. SEC Investor Bulletins
The SEC issued an Investor Bulletin on February 16, 2016, which was updated on May 10, 2017, that provide general examples of some of the risks associated with Title III investments. Please see the SEC’s description below as well as the respective Investor Bulletins for additional information.
“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). Investors have up to 48 hours prior to the end of the offer period to change your mind and cancel your investment commitment for any reason. Once the offering period is within 48 hours of ending, you will not be able to cancel for any reason even if you make your commitment during this period. However, if the company makes a material change to the offering terms or other information disclosed to you, you will be given five business days to reconfirm your investment commitment.
Valuation and capitalization: Your crowdfunding investment may purchase an equity stake in astartup. Unlike listed companies that are valued publicly through market-driven stock prices, thevaluation of private companies, especially startups, is difficult and you may risk overpaying for the equitystake you receive. In addition, there may be additional classes of equity with rights that are superior tothe class of equity being sold through crowdfunding.
Limited disclosure: The company must disclose information about the company, its business plan, theoffering, 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 fullydeveloped operations or a long history to provide more disclosure. The company is also only obligated to file information annually regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events—continuing disclosure that you can use to evaluate the status of your investment. In contrast,you may have only limited continuing disclosure about your crowdfunding investment.
Investment in personnel: An early-stage investment is also an investment in the entrepreneur or management of the company. Being able to execute on the business plan is often an important factor inwhether the business is viable and successful. You should also be aware that a portion of your investment may fund the compensation of the company’s employees, including its management. You should carefully review any disclosure regarding the company’s use of proceeds.
Possibility of fraud: In light of the relative ease with which early-stage companies can raise funds through crowdfunding, it may be the case that certain opportunities turn out to be money-losingfraudulent schemes. As with other investments, there is no guarantee that crowdfunding investmentswill be immune from fraud.
Lack of professional guidance: Many successful companies partially attribute their early success to theguidance of professional early-stage investors (e.g., angel investors and venture capital firms). These investors often negotiate for seats on the company’s board of directors and play an important role through their resources, contacts and experience in assisting early-stage companies in executing on their business plans. An early-stage company primarily financed through crowdfunding may not have the benefit of such professional investors.
Learn more about the above at https://www.sec.gov/oiea/investor-alerts-bulletins/ib_crowdfunding-.html.
IV. ISSUANCE AND OFFERING PROCESSES
An issuer who wishes to raise capital under a Title III crowdfunding campaign may sell up to $1.07 million in any rolling 12-month period to individual investors.
a. Eligible Issuers
The ability to engage in crowdfunding is not available to all issuers. By statute, the following issuers cannot rely on crowdfunding transactions under Section 4(a)(6):
▪ issuers not organized under the laws of a state or territory of the United States or the District of Columbia;
▪ issuers already subject to Securities Exchange Act of 1934, as amended (the “Exchange Act”) reporting requirements;
▪ investment companies as defined in the Investment Company Act of 1940 (the “Investment Company Act”) or companies that are excluded from the definition of “investment company”under Section 3(b) or 3(c) of the Investment Company Act; and
▪ any issuer that the United States Securities and Exchange Commission (“SEC”), by rule or regulation, determines appropriate.
The final SEC rule also excludes the following issuers:
▪ issuers disqualified from relying on Section 4(a)(6), or “bad actors;” and
▪ issuers that have sold securities in reliance on Section 4(a)(6) and have failed, to the extent required, to make required ongoing reports required by Regulation Crowdfunding during the two-year period immediately preceding the filing of the required new offering statement; and
▪ any issuer that is a development stage company that has no specific business plan or purpose, or has indicated that its business.
b. Issuer Due Diligence
We will request, and may rely upon, representations from the issuer regarding their eligibility to conducta Title III offering on our funding portal. We will conduct certain issuer due diligence that may includethe collection and review of information and documentation related to the following:
▪ securities enforcement regulatory history related to the issuer
▪ securities enforcement regulatory history on each officer, director or beneficial owner of 20 percent or more of the issuer’s outstanding voting equity securities
During our due diligence process, we may also collect and review information related to the company’sfinancial condition, business plan as well as other information and documentation that may be relevant in determining that the issuer is not disqualified under regulations from participating on our fundingportal.
The due diligence that our funding portal conducts is not a substitute for an investor’s own duediligence into the financial standing, investment merits or suitability of any offering on our funding portal.
c. Denying Issuer Funding Portal Access
We will deny access to our funding portal if we have a reasonable basis for believing that an issuer or any of its officers, directors or beneficial owners (as defined above) is subject to a disqualification under federal rules and regulations. We will also deny issuer’s access to our funding portal if we have reason to believe that an offering is fraudulent or otherwise raises concerns about investor protection as defined under regulations.
It is important that investors also conduct their own issuer due diligence for any given offering that theyare considering, as due diligence is an important step in determining the appropriateness and merits of an investment.
d. Issuer Disqualification from Title III Offerings
A securities issuer may not participate in a Title III offering if it or any of its predecessors, directors, officers, general partners or managers have been the subject of disqualification as defined undersecurities regulations. Regulations also state that the issuer will be subject to disqualification if any of its beneficial owners, solicitors or promoters are subject to disqualification. Title III may not be used if the issuer or certain other people have been the subject of certain disqualifying events during the last 10 years.
Regulations provide for a list of certain events that disqualify an issuer from participation in Title III offerings. These disqualifying events generally regard criminal or fraudulent activities, such as a conviction of a felony or misdemeanor in connection with the purchase or sale of any security, or theloss of license of a securities broker for misconduct. They also regard other criminal activity, such as robbery, theft and the like.
As previously mentioned, it is important for investors to remember that we cannot make investment recommendations and we do not provide any guarantees related to the investment merits or the performance of any securities offering on our funding portal. It is up to you, the investor, to decide if an investment in any offering is appropriate and suitable for you.
e. Issuer Disclosures and Form C
Issuers are required to disclose certain information through “Form C” which is filed on the SEC’s EDGAR website and will be viewable on our funding portal. Form C includes, among other things, the following information that investors may consider when determining whether to invest in a Title III offering.
▪ The issuer’s name, contact information and website
▪ The issuer’s directors and officers
▪ The issuer’s beneficial owners
▪ The issuer’s financial information and discussion of the financial condition
▪ Target offering amount
▪ Deadline for offering
▪ A description of the issuer’s business and business plan
▪ A description of how the proceeds of the offering will be used by the issuer
▪ The issuer’s ownership and capital structure
▪ A description of how rights exercised by the principals of the issuer could affect investors
▪ The compensation paid to the funding portal for the offering
▪ A description of previous securities offerings by the respective issuer
▪ Whether the issuer has previously failed to file the 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 “badactor” rules
▪ A discussion of the issuer’s financial condition
▪ How the issuer will handle over-subscriptions in the offering
▪ Where and when the issuer’s annual reports will be available
▪ The risk factors associated with the investment
As mentioned, the issuers offering securities that you invest in are required to disclose a limited amount of information including financial information. Regulations provide for a tiered financial disclosure requirements by the issuing company.
The financial disclosures required by issuers depends on the offerings it has engaged in during the prior 12-month period. The following is a breakdown of the current financial disclosure requirements:
▪ $107,000 or less – financial statements and specific line items from income tax returns, both of which are certified by the principal executive officer of the company.
▪ $107,000.01 to $535,000 – financial statements reviewed by an independent public accountant and the accountant’s review report.
▪ $535,000.01 to $1.07 million – if first time crowdfunding, then financial statements reviewed by an independent public accountant and the accountant’s review report, otherwise financial statements audited by an independent public accountant and the accountant’s audit report.
Note: Limits updated by the SEC on May 5th, 2017
Issuer disclosure requirements may terminate in the future after the offering is complete. Please see the section below that discusses issuer annual reporting and termination of annual reporting.
f. Offering Amount, Deadline and Early Completion
The issuer will also disclose its “target offering amount” on Form C as well as the offering deadline that they have set to close its offering to investments. The target offering amount is the minimum amount of capital that the issuer is attempting to raise.
If the target offering amount is not reached the issuer will typically cancel the offering and the investors who made investment commitments will receive notification of the cancellation and be returned their money.
If an issuer reaches the target offering amount prior to the deadline identified in its offering materials, the issuer may close the offering on a date earlier than the deadline identified in its offering materials provided, among other things, that the investor is provided notice of:
▪ The new, anticipated deadline of the offering;
▪ The right of investors to cancel investment commitments for any reason until 48 hours prior tothe new offering deadline; and
▪ Whether the issuer will continue to accept investment commitments during the 48- hour periodprior to the new offering deadline.
g. Issuer Cancellations and Reconfirmations
If an issuer makes a material change to the terms of an offering or the information previously providedby the issuer changes, we provide a means by which the issuer will send an electronic message to any investor who has made an investment commitment. The electronic message will describe that the investor’s investment commitment is cancelled unless the investor reconfirms their investment commitment within five (5) business days of receipt of the message.
If the investor does not reconfirm the investment commitment on the funding portal, the investment commitment will be cancelled and the investor’s funds will be returned to them. Investors will receive anotification of the canceled investment commitment.
If there are material changes to the terms of the offering or the issuer’s disclosure information haschanged within five (5) business days of the offering deadline (i.e., the closing date of the offering), the offering will be extended for (5) five additional business days so that the investor has the opportunity to reconfirm their investment commitment.
h. Restrictions on Resale
Securities issued in accordance with Title III via our funding portal may not be transferred by any initial purchaser of such securities during the one-year period beginning when the securities were issued. There are, however, the following exceptions that allow transfer during this period if they are transferred to one of the following:
▪ To the issuer of the securities;
▪ To an accredited investor;
▪ As part of an offering registered with the SEC; or
▪ To a member of the family of the purchaser.
For purposes of Title III, the term “family member” means 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.
For purposes of Title III, an “accredited investor”, in the context of a natural person, includes anyonewho:
▪ earned income that exceeded $200,000 (or $300,000 together with a spouse) in each of the prior two years, and reasonably expects the same for the current year, OR
▪ has a net worth over $1 million, either alone or together with a spouse (excluding the value ofthe person’s primary residence).
Investors should consult a qualified securities attorney regarding any questions on resales of Title III securities. Inventors should note that we do not currently facilitate secondary market transactions ortransfers on our funding portal.
i. Issuer Annual Reporting and Discontinuance of Annual Reporting
Issuers are generally required to file annual reports via Form C-AR with the SEC and post them on its own website within 120 days after the end of the fiscal year. The annual report will generally include:
▪ Some of the same information that is disclosed on Form C (i.e., the original offering document);
▪ Current financial statements certified by the principal executive officer; and
▪ Certain current disclosures about the issuer’s financial condition.
The issuer is permitted to discontinue filing annual reports at the date that one of the following occurs:
▪ The date the issuer filed, since its most recent sale of securities pursuant to this part, at least one annual report pursuant to this section and has fewer than 300 holders of record;
▪ The issuer has filed, since its most recent sale of securities pursuant to this part, the annualreports required pursuant to this section for at least the three most recent years and has totalassets that do not exceed $10,000,000;
▪ The date the issuer or someone else buys all of the securities issued under Title III offerings;
▪ The date the issuer registers its securities and is required to file reports under the SecuritiesExchange Act of 1934; or
▪ The issuer liquidates or dissolves its business in accordance with state law.
The issuer must file Form C-TR with the SEC if it terminates annual reporting. As you can see, if the issuer discontinues annual reporting you will no longer have annually updated financial information ordisclosure information about the issuer or your Title III securities that you own.
V. INVESTOR PURCHASE PROCESS
a. Investor Registration
To invest in an offering via our funding portal, investors must first register on the Miventure App. Our entire investment process occurs via the Miventure App which can be found and downloaded from our website, the App Store, and Google Play. The investment process happens on the Miventure App via the electronic delivery of information and documentation. In other words, we will not provide Investorswith physical paper account applications, statements or other physical materials. Further, we do not have registered representatives (e.g., brokers or investment advisors) for you to call with investment questions or questions related to the functionality of the funding portal.
Once you have registered you will be able to view and accept the terms and conditions of our “Investor Agreement”, which you must read and understand prior to making an investment via our funding portal. Once you electronically consent to the Investor Agreement you will then be able to view and make an investment via the Miventure App.
b. Investor Suitability Considerations
As a funding portal, we are prohibited from assisting potential investors with determining if aninvestment is appropriate for them. Further, as a funding portal, we are prohibited from making recommendations or providing investment advice. Accordingly, potential investors must independently determine if the offering(s) on our funding portal are appropriate for them considering their respectivefinancial situation, need for liquidity, risk tolerance and investment profile.
For these reasons, potential investors should consider consulting with a qualified financial and taxadvisor prior to making any investment in any Title III offering.
Investors should fully understand the following prior to making any investment on our funding portal.
▪ Offering’s terms and conditions,
▪ Offering’s features and structures;
▪ Offering’s related fees, and;
▪ Offering’s respective risks.
Potential investors may refer to the respective Issuer’s Form C and offering information for specificinformation related to the offering.
c. Investor Investment Limitations - § 227.100(a)(2)
Individual investors have an aggregate limit that applies to all Title III investments made by the individual over a 12-month period in all crowdfunded offerings. Remember that this individual’s limit is aggregate to all Title III offerings across all funding portals that an individual may participate in a rolling 12-month period from the date preceding each transaction.
The individual investment limit is calculated as follows for ALL investors in Title III offerings:
▪ If either your annual income or your net worth is less than $107,000, then during any 12-monthperiod, you can invest up to the greater of either $2,200 or 5% of the lesser of your annualincome or net worth.
▪ If both your annual income and your net worth are equal to or more than $107,000, then during any 12-month period, you can invest up to 10% of annual income or net worth, whichever is lesser, but not to exceed $107,000.
To calculate your net worth you simply add your assets and subtract your liabilities. The result is your net worth. Please note that for purposes of determining eligibility in crowdfunding offerings, the valueof your primary residence is not included in your net worth calculation.
In addition, any mortgage or other loan on your home does not count as a liability up to the fair market value of your home. If the loan is for more than the fair market value of your home (i.e., if your mortgage is underwater), then the loan amount that is over the fair market value counts as a liability under the net worth test.
Further, any increase in the loan amount in the 60 days prior to your purchase of the securities (even ifthe loan amount doesn’t exceed the value of the residence) will count as a liability as well. The reason for this is to prevent net worth from being artificially inflated through converting home equity into cashor other assets.
The SEC issued an Investor Bulletin on May 7 th , 2017 that provides a few examples of these calculations.Please refer to these examples below and review the bulletin for additional information.
Joint calculation. You can calculate your annual income or net worth by jointly including your spouse’s income or assets. It is not necessary that property be held jointly. However, if you do calculate your income or assets jointly with your spouse, each of your crowdfunding investments together cannot exceed the limit that would apply to an individual investor at that annual income or net worth level.
Learn more about the above at https://www.sec.gov/oiea/investor-alerts-bulletins/ib_crowdfunding-.html.
d. Notice of Investment Commitment
Once you decide to make an investment in an offering displayed on the funding portal and make an investment commitment, we will send you an electronic message notifying you of the following:
▪ The dollar amount of your investment commitment;
▪ The amount you invested;
▪ The name of the issuer; and
▪ The date and time by which you may cancel your investment commitment.
e. Investor Cancellations
Pursuant to regulations, an investor may cancel an investment commitment for any reason until 48 hours prior to the deadline identified in the issuer’s respective offering materials (i.e. via Form C).Investors may process such a cancellation via the funding portal by logging into their investor profile.
If the issuer announces a “material” change (i.e., a material changes information that make affect your investment decision) in the offering after you make your investment commitment, then your commitment will automatically be cancelled. As previously described, you will receive notification ofthis change and asked to reconfirm your investment commitment.
f. Investment Payments
Once you have selected an investment, you may pay for the investment using the features on the Miventure app, which will allow you to transfer funds via ACH from your bank account. Your funds will be held by Texas Capital Bank, NA,, the escrow agent and a qualified third-party financial institution.Remember that we are prohibited from holding or maintaining your funds.
g. Confirmations of Transactions
We will at, or before, the completion of a transaction, notify investors of the following:
▪ The date of the transaction;
▪ The type of security that the investor is purchasing;
▪ The identity, price, and number of securities purchased by the investor, as well as the number ofsecurities sold by the issuer in the transaction and the price(s) at which the securities were sold;
▪ If a debt security, the interest rate and the yield to maturity calculated from the price paid andthe maturity date;
▪ If a callable security, the first date that the security can be called by the issuer; and
▪ The source, form and amount of any remuneration received or to be received by theintermediary in connection with the transaction, including any remuneration received or to bereceived by the intermediary from persons other than the issuer.
A promoter is a third-party hired by an issuer of Title III securities who discusses (i.e., promotes) anissuer’s offerings via a Q & A chatroom (“Q & A”) or other communication channel. The person promoting the offering must identify themselves as a “promoter” when engaging in promotional activities. The promoter must disclose their compensation for engaging in promoting a Title III offering.Investors may see “promoters” in the chatrooms on our funding portal.
i. Communication Channels
As mentioned, we facilitate a Q & A on our funding portal where investors and issuers may communicate. Our Q & A is open to the public, but only investors that have registered on our funding portal may participate in the Q & A. As mentioned, “promoters” are identified in our communication channels.