Pursuant to Rule 302(b) of Securities and Exchange Commission (“SEC”) Regulation Crowdfunding under the Securities Act of 1933 (Title III of the JOBS Act), as amended (the “Securities Act”), all potential investors who open an account on Bioverge and/or commit to purchasing securities through Bioverge Portal, LLC are required to receive and acknowledge certain educational information including:
Please review the important information below and in our FAQs before you register and especially before you make any investments!
Bioverge Portal, LLC (the “Firm”) is a California limited liability company operating a Crowdfunding Platform (the “Platform”) through which issuers of securities may offer and sell private securities in offerings exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) under Section 4(a)(6) thereof.
Issuers of securities will apply with the Firm to offer and sell their private securities through the Platform in accordance with the requirements of the Securities Act, Regulation Crowdfunding, and other applicable federal and state securities laws. Issuers will only be allowed to conduct an offering of their securities after satisfying the Firm’s requirements for offering securities through the Platform.
As a registered funding portal, Bioverge Portal, LLC is restricted from the following actitivies:
Bioverge strives to provide value-add beyond the transaction, and as such there may or may not be an ongoing relationship between the issuer and Bioverge Portal, LLC.
An investment in the securities offered for sale by issuers through the Platform will carry specific risks that are not necessarily present when investing in other securities, particularly publicly-traded securities offered for sale through a stock exchange such as NASDAQ or the NYSE. These risks are described as follows:
The Firm will make these Educational Materials available on its Platform at all times and, if at any time, the Firm makes a material revision to its educational materials, it will make the revised Educational Materials available to all investors before accepting any additional investment commitments or effecting any further transactions in securities offered and sold in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)).
By the investor’s signature of this New Account Application, the investor is certifying that investor has received, read and understood these Educational Materials prior to the time that the investor’s account with the Platform is opened.
The following provides important information regarding an issuer completing an offering prior to the original deadline set forth in the offering materials.
If an issuer reaches the target offering amount prior to the deadline identified in its offering materials pursuant to § 227.201(g), the issuer may close the offering on a date earlier than the deadline identified in its offering materials pursuant to § 227.201(g), provided that:
If an issuer does not complete an offering, the Firm will within five (5) business days:
Please note that the Firm may receive compensation from the issuer of securities. Such amounts will be disclosed on the Notice of Investment Commitment delivered to each investor.
By your signature below, you are providing consent for the Firm (referred to herein as “we” or “us”) to provide required disclosures to you electronically. This consent for electronic delivery applies to all required disclosures regarding the investment account you have with us, and is effective until withdrawn by you. Agreeing to accept disclosures electronically means that once we present them to you, and, if required, you accept them, they will apply to you and your investment accounts with us. It also means that we may not mail you copies of disclosures that are provided electronically. Accordingly, you should print or otherwise retain a copy for your records of this disclosure and all other disclosures you receive electronically.
In order to open and maintain an account with Bioverge, you must consent to electronic delivery of all disclosures. If you do not want to consent to electronic delivery of documents, you will not be able to open or maintain an account with us.
We may, at our discretion, make electronic disclosures available to you via our website or by e-mail, and may choose to send paper copies of disclosures to you even though we made or could have made them available to you electronically.
You may withdraw your consent to electronic delivery, but doing so will not affect the legal effectiveness, validity, or enforceability of the electronic documents that were provided to you before your withdrawal became effective. If you withdraw consent for electronic delivery, your withdrawal may take up to ten (10) days for us to process and we will close your account with the Firm.
You can request that we send you a paper copy of any disclosure that was originally provided electronically (we may charge you a fee for providing some documents and we will send these to documents to you using the United States Postal Service), withdraw your consent to receive future documents electronically, or provide us with updated information about how we can contact you electronically by writing to us or by using a method that may be made available to you on this website. If your e-mail address changes, you must provide us with the new address before the change either by writing to us or by using a method that may be made available to you on this website.
You may address any inquiries or questions to Bioverge, by sending us an e-mail at email@example.com.
In order to receive electronic disclosures, you will need a working connection to the Internet. Your browser must support the Secure Sockets Layer (SSL) protocol. SSL provides a secure channel to send and receive data over the Internet through HS encryption capabilities. Microsoft Internet Explorer® version 7 or higher and Mozilla Firefox® version 3 or higher support this feature. You will also need either a printer connected to your computer to print documents or sufficient hard drive space available to save the information.
We may change this disclosure by posting the revised version on our website. By signing this New Account Application (by clicking the “I Accept” box), you are confirming that you consent to electronic delivery of disclosures, that your system meets the requirements described above, that you are able to access disclosures presented on our website or via e-mail, and that you can either print or electronically store these disclosures.
IN WITNESS WHEREOF, the undersigned investor certifies to the truth and accuracy of the foregoing information supplied by investor, and acknowledges receipt of the foregoing Investor Disclosures and Educational Materials. Investor has read and understood the foregoing matters, and in the event investor has any questions about any of the foregoing matters, investor should contact Rick Gibb, the Firm’s Chief Compliance Officer, at (630) 569-9106.
The most common forms of securities an issuer can offer are equity or debt. The securities we offer include the following:
Common Stock: Conveys a portion of the ownership interest in the company to the holder of the security. Stockholders are usually entitled to receive dividends when and if declared, vote on corporate matters, and receive information about the company, including financial statements. This is the riskiest type of equity security since common stock is last in line to be paid if a company fails. You should read our discussion of the risks of early-stage investing here, and pay special attention to the fact that your investment will only make money if the investment succeeds, and to the risk of possible share value decrease resulting in the loss of some or all of invested capital. The Common Stock of companies appearing on this platform is generally illiquid, and should therefore be thought of as a long-term investment. Common stock issuers may decide to sell additional securities in the future, resulting in a dilution of prior investors’ interests in the issuer and a corresponding decrease in those investors’ limited voting rights with respect to the securities purchased.
Preferred Stock: Stock that has priority over common stock as to dividend payments and/or the distribution of the assets of the company. Preferred stock can have the characteristics of either common stock or debt securities. While preferred stock gets paid ahead of common stock, it will still only be repaid on liquidation if there is money left over after the company’s debts are paid. In certain circumstances (such as an initial public offering or a corporate takeover) the preferred stock might be convertible into common stock (the riskiest class of equity). You should review the terms of the preferred stock to know when that might happen. Preferred stock may decrease in value and investors may lose some or all of their investment.
Debt / Revenue Share: Securities in which the seller is obligated to repay the investor's original investment amount at maturity plus interest. Debt securities are essentially loans to the company and the major risks they bear are that there is no guarantee of interest payments and the possibility of issuer default. Revenue share security risks include no guarantee of investor returns and possible loss of principal invested due to possible insufficient issuer revenues. Securities in which the seller is obligated to repay the investor's original investment amount at maturity plus interest. Debt securities are essentially loans to the company and the major risks they bear are that there is no guarantee of interest payments and the possibility of issuer default. Revenue share security risks include no guarantee of investor returns due to possible insufficient issuer revenues and possible loss of principal invested.
Convertible Note: This form of investment is popular with technology startups because it allows investors to initially lend money to the company and later receive shares if new professional investors decide to invest. The sort of convertible note that is most often offered on Bioverge may limit the circumstances in which any part of the loan is repaid, and the note may only convert when specified events (such as a preferred stock offering of a specific amount) happens in the future. You will not know how much your investment is “worth” until that time, which may never happen. You should treat this sort of convertible note as having the same risks as common stock. There is no guarantee that investors will experience a return on their investment and that investors may lose some of all of their investment.
SAFE Agreement. Inspired by the Y Combinator Agreements, a SAFE grants an investor the right to purchase equity at a future date. The Crowd SAFE is designed for a startup raising under Regulation Crowdfunding. Unlike a convertible note, a SAFE is not a loan. As such, it does not accrue interest or have a maturity date. This makes things simpler and negates much of the need to amend the agreement in the future. For example, it helps startups not waste time extending maturity dates or revising interest rates, if a Series A financing takes longer than you first expect. It also better aligns with the intention of most equity investors, who never intended to be lenders. If no subsequent equity financing or similar liquidity event occurs, the Crowd SAFE will not convert and therefore will produce no return. There is no guarantee that investors will experience a return on their investment and that investors may lose some of all of their investment.
You are restricted to investing a certain amount in any 12-month period depending on a combination of your net worth (less the value of your primary residence if you own a home) and your annual income.
Note: you don't have to make these calculations yourself! Your limit is automatically calculated when you register on our platform and confirmed prior to making an investment.
If either your annual income or your net worth is less than $107,000, you can invest up to the greater of either:
If both your annual income and your net worth are equal to or more than $107,000 then you can invest:
Remember, this is your limit for all Title III investments, not just those with Bioverge! Here are a few examples, courtesy of an SEC Investor Bulletin:
|Annual Income||Net Worth||Calculation||12-month Limit|
|$30,000||$105,000||greater of $2,200 or 5% of $30,000 ($1,500)||$2,200|
|$150,000||$80,000||greater of $2,200 or 5% of $80,000 ($4,000)||$4,000|
|$150,000||$107,000||10% of $107,000 ($10,000)||$10,700|
|$200,000||$900,000||10% of $200,000 ($20,000)||$20,000|
|$1.2 million||$2 million||10% of $1.2 million ($120,000), subject to cap||$107,000|
Prior to launching a Title III equity crowdfunding campaign, the issuer is required to complete and submit a Form C to the SEC together with required attachments. Companies that file a Form C are required to disclose certain information to the public which can be used to understand an investment and that helps determine whether a particular investment is appropriate for a specific person.
This includes general information about the issuer, its officers and directors, a description of the business, the planned use for the money raised from the offering, often called the use of proceeds, the target offering amount, the deadline for the offering, related-party transactions, risks specific to the issuer or its business, and financial information about the issuer.
Annual Filing Obligation of Issuers
Each Issuer that successfully completes a Title III Regulation Crowdfunding securities offering is required to annually file with the SEC a Form C-AR and financial statements. This must be done no later than 120 days after the end of the Issuer’s fiscal year covered by such filing. Each Issuer must also post its Form C-AR and financial statements to its own website, and that link must be provided along with the date by which such report will be available on the issuer’s website.
The Form C-AR contains updated disclosure substantially similar to that provided in the Issuer’s initial Form C, including information on the Issuer’s size, location, principals and employees, business, plan of operations and the risks of investment in the Issuer’s securities; however, offering-specific disclosure is not required to be disclosed in the Form C-AR.
Investors should be aware that an Issuer may no longer be required to continue its annual reporting obligations under any of the following circumstances:
In the event that an Issuer ceases to make annual flings, investors may no longer have current financial information about the Issuer available to them.