Regulation Crowdfunding. An Issuer issuing securities in reliance on Reg CF is permitted to raise a maximum aggregate amount of $1,070,000 in a 12-month period. Issuers that meet the following criteria may conduct an offering on the Platform: (a) currently operate in the US and have the intention to raise capital for their business from the crowd; and (b) meet additional requirements as identified by the SEC. Details listed at the SEC website. We will reject any “bad actors” (as defined under Rule 503 of Reg CF).
Regulation Crowdfunding. If the Company decides to sell Securities under the exemption provided by Regulation Crowdfunding, then:
i. The Company agrees to pay to Portal:
a) 7.5% of the aggregate amount of funds raised through the Regulation Crowdfunding campaign, due immediately on the last day of the Financing Period (at close), provided however that the Company raises a minimum of $50,000 through Portal (the "Minimum").
1. This payment is based on the Company successfully raising the Minimum through Portal.
2. If the Company successfully raises at least the Minimum through Portal, then the payment due to Portal shall be reduced by an amount of $30,000.
3. If the Company chooses not to commence the Regulation Crowdfunding campaign, then the Company and Portal shall hold no obligation to the other and, as a result, Portal shall no be subject to terms of this Agreement explicitly related to a Regulation D campaign or a Regulation A campaign. Further, both the Company and Wefunder agree that Portal shall be fully indemnified and held harmless in any instance where a claim is brought against any or all Parties for damages incurred as a result of actions or inactions taken during a Regulation D or Regulation A campaign.
ii. Portal agrees to provide to the Company:
a) The platform to raise funds, including processing payments, electronic document signing, and support on designing and implementing the campaign page;
b) A disbursement every time at least $250,000 of funds are available, limited to once per month;
c) Marketing support throughout the campaign, including emailing marketing to our user base, as well as advising on marketing campaigns off the platform;
d) Drafting of the Form C and filing of the Form C, after it's been reviewed and electronically signed by the Company;
e) Design and execution of social ads with a $300 ad spend; and
f) Hosting for the Regulation Crowdfunding campaign for up to 180 days from its commencement date.
Regulation Crowdfunding. The issuer is not subject to the requirement to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. The issuer is not an investment company registered or required to be registered under the Investment Company Act of 1940 The issuer is not a development stage company that (a) has no specific business plan or (b) has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies.
Regulation Crowdfunding. The issuer is not subject to the requirement to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. The issuer is not an investment company registered or required to be registered under the Investment Company Act of 1940 The issuer is not a development stage company that (a) has no specific business plan or (b) has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies. Filing Eligibility The Company has certified that neither the Company nor any of its predecessors have previously failed to comply with the ongoing reporting requirements of Rule 202 of Regulation Crowdfunding. No Disqualifications The Company has reviewed the statements below relating to Rule 503(a) of Regulation Crowdfunding. The Company understands that if any of these statements are NOT true, then the Company is NOT eligible to rely on this exemption under Section 4(a)(6) of the Securities Act. When reviewing the statements below, the Company has evaluated whether these statements are applicable to the Company and has also evaluated whether the statements apply to: any predecessor of the issuer; any affiliated issuer; any director, officer, general partner or managing member of the issuer; any beneficial owner of 20 percent or more of the issuer's outstanding voting equity securities, calculated on the basis of voting power; any promoter connected with the issuer in any capacity at the time of such sale; any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of securities; or any general partner, director, officer or managing member of any such solicitor (collectively, each of the aforementioned are referred to as an “ Covered Person ”).
Regulation Crowdfunding. (a) The Company shall (i) timely make any appropriate filings pursuant to Section 4(a)(6) of the Securities Act and related regulations promulgated by the SEC (“Regulation CF”) with respect to the Company Entities’ ongoing disclosure obligations as outlined in Regulation CF and (ii) comply with all advertising and offering restrictions outlined in Regulation CF for the duration of any Company Entities’ offering thereunder.
(b) The Company will promptly update the documents related to the CF Offerings to reflect any material changes to the information provided therein, as required under Regulation CF, and the Company will file amendments to the Form C as necessary to ensure ongoing compliance with Regulation CF and to keep investors informed of any material developments.
(c) On a date no later than March 31, 2025 (the “CF Closing Date”) and subject to applicable Laws, the Company shall terminate any CF Offerings and cease any and all solicitation pursuant thereto. For the avoidance of doubt, the Company may complete any transactions representing a commitment to purchase securities in the CF Offerings after the CF Closing Date if the commitment was made prior to the CF Closing Date.
