Investor Education

Investing in startups and other private companies is highly speculative and could result in the complete loss of the investment. In addition, you will not be able to resell securities acquired through VenShare Capital Investing for a period of one year, subject to certain limited exceptions, including sales back to the issuer, to accredited investors, to family members under certain circumstances (i.e. death or divorce). However, even after the restricted period, there is no guarantee that there will be a market for the securities.

VenShare Capital Investing is the online offering of a startup or private company’s securities for investment.  Title III of the Jumpstart Our Business Startups (JOBS) Act permits anyone to invest in these securities offerings up to certain investment limitations.  These crowdfunding investments are made directly through Spark Invest, which is acting as a registered crowdfunding portal, and investors may participate in these offerings by investing directly through the Spark Invest website. Investors who are interested in participating need to carefully consider whether investing in crowdfunding offerings is appropriate for them, meaning that each investor has the risk tolerance to invest in an offering that involves a high level of risk and that the investor can sustain the loss of some or all of his or her investment.

Risks of Investing. Investing in startups and other private companies is highly speculative and should only be done by investors who can bear the complete loss of their investment without any change in their lifestyle. Risks include, but are not limited to an issuer’s: (i) limited operating history, (ii) lack of liquidity or any market for the resale of your investment, (iii) possibility of fraud or misrepresentation, (iv) arbitrary valuation of the company, (v) limited shareholder rights and the possibility of dilution (meaning the reduction in the ownership percentage of a company caused by the issuance of more shares), (vi) inability to generate revenue or raise additional capital to fund operations, and (vii) inability to continue its relationship with Spark Invest or to publish annual reports where an investor obtains the most current financial information about an issuer.  An issuer has ongoing reporting requirements to post an annual report no later than 120 days after the end of the fiscal year along with the financial statements of the issuer certified by the principal executive officer of the issuer to be true and complete in all material respects and a description of the financial condition of the issuer, and if an issuer has available financial statements that have either been reviewed or audited by a public accountant that is independent of the issuer, those financial statements must be provided to investors along with certification by the principal executive officer, and specific disclosures.  Following completion of an offering conducted through Spark Invest, there may or may not be any ongoing relationship between the issuer and the portal. In addition, under certain circumstances an issuer may cease to publish annual reports and, therefore, an investor may not continually have current financial information about the issuer.  In some circumstances issuers are permitted by rule to cease filing annual reports, other issuers may completely fail in their obligation to do so.

Investment Limits. Anyone can invest in a Title III crowdfunding securities offering. However, due to the risks involved with securities-based crowdfunding, you are limited in how much you can invest during any 12-month period in these transactions. The limitation on how much you can invest depends on your net worth and annual income.  Following are the inflation-adjusted investment limits. If either your annual income or your net worth is less than $107,000, then during any 12-month period, you can invest up to the greater of either $2,200 or 5% of the lesser of your annual income 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.

Transfer Restrictions. You will not be able to resell securities acquired through VenShare Capital Investments for a period of one year, subject to certain limited exceptions, including sales back to the issuer, to accredited investors, to family members under certain circumstances (i.e. death or divorce). However, even after the restricted period, there is no guarantee that there will be a market for the securities.

Cancellation Rights. You have the right to cancel your investment commitment in an offering at any time until 48 hours prior to the deadline identified in the issuer’s offering materials. After that, your investment will be final.

No Investment Advice or Recommendations. Spark Invest does not provide any investment advice or recommendations. The posting of an offering on the portal is neither a recommendation, solicitation or endorsement of the offering by us. Any decision to invest shall be based solely upon your own evaluation and analysis of the offering and is made at your own risk. You are strongly advised to consult with your investment advisor before making any investment.

Limited Due Diligence. You are responsible for conducting legal, accounting and other due diligence review on the issuers and offerings posted on the Portal and to determine whether the investment is suitable for your investment needs.

Ongoing Issuer Relationships and Annual Reports. Following completion of an offering conducted through Spark Invest, there may or may not be any ongoing relationship between the issuer and the portal. In addition, under certain circumstances an issuer may cease to publish annual reports and, therefore, an investor may not continually have current financial information about the issuer. In some circumstances issuers are permitted by rule to cease filing annual reports, other issuers may completely fail in their obligation to do so.

 

IMPORTANT LEGAL NOTICE: Spark Financial Technology, LLC. runs sparkinvest.com and is an affiliate of Spark Investments, LLC. Spark Investments, LLC is a funding portal registered with the Securities & Exchange Commission and a member of the Financial Industry Regulatory Authority that operates sections of sparkinvest.com with offerings pursuant to Regulation Crowdfunding, (the “Funding Portal”).

By accessing any page on the SparkInvest™ website and/or the Funding Portal you agree to be bound by the Terms of Use and Privacy Policy, as may be amended from time to time. The Funding Portal only permits the posting of securities offerings made pursuant to Section 4(a)(6) of the Securities Act of 1933, as amended, in accordance with the Title III of the Jumpstart Our Business Startups Act of 2012, including its adopting release and subsequent guidance. Investors must acknowledge and accept the high risks associated with investing in private securities offerings, include holding your investment for periods of many years with limited ability to resell, limited access to periodic reporting, and losing your entire investment. You must have the ability to bear a total loss of your investment without a change in your lifestyle. The Funding Portal is only required to conduct limited due diligence on each offering and does not in any way give investment advice, provide analysis or recommendations regarding any offering posted on the Funding Portal. Past performance is not indicative of future performance. All investors should make their own determination of whether or not to make any investment in an offering, based on their own independent evaluation and analysis and after consulting with their financial, tax and investment advisors. Prior to making any investment, you will be required to demonstrate your understanding of the speculative nature of investing in such private securities. The securities presented on this Funding Portal can only be marketed in jurisdictions where public solicitation of offerings are permitted; it is solely your responsibility to comply with the laws and regulations of your country of residence. You are strongly advised to consult your legal, tax and financial advisor before investing.

You can learn more about investing in crowdfunding from the SEC, FINRA or NASAA.

Spark Investments LLC, FINRA Registered Funding Portal (http://www.finra.org/about/funding-portals-we-regulate)

Additional information about companies raising money on the Funding Portal is also available on the SEC’s EDGAR Database. Please review the Form C carefully for a full description of each company and its offering prior to making any investment commitments.

Copyright © 2018 Spark Financial Technology, LLC