In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. Investments on SEARCHcrowdFUND are speculative, illiquid, and involve a high degree of risk, including the possible loss of your entire investment.
www.SEARCHCrowdFUND.com (“SEARCHCrowdFUND”), is a website owned and operated by SEARCHCrowdFUND LLC, which is neither a registered broker-dealer, investment advisor nor funding portal.
Unless indicated otherwise with respect to a particular issuer, all securities-related activity is conducted by regulated affiliates of SEARCHCrowdFUND and regulated parties assigned by entrepreneurial companies that raise funds.
The role of SEARCHCrowdFUND is only as of a publicity platform. All financial transactions take place outside of SEARCHCrowdFUND platform.
Investment opportunities posted and accessible through the site are of three types:
1) Regulation A offerings (JOBS Act Title IV; known as Regulation A+), which are offered to non-accredited and accredited investors alike.
2) Regulation D offerings (Rule 506(c)), which are offered only to accredited investors.
3) Regulation Crowdfunding offerings (JOBS Act Title III), which are offered to non-accredited and accredited investors alike.
Some of these offerings are open to the general public, however there are important differences and risks.
These offerings are not made through SEARCHCrowdFUND, but a through a broker-dealer that featured companies are engaged with. SEARCHCrowdFUND acts as a PR platform and are not paid transaction-based fees in publicized opportunities.
Companies that raise funds Regulation A can:
Promote offering of 2 tiers:
Tier 1, for offerings of up to $20 million in a 12-month period; and
Tier 2, for offerings of up to $50 million in a 12-month period.
For offerings of up to $20 million, companies can elect to proceed under the requirements for either Tier 1 or Tier 2.
There are certain basic requirements applicable to both Tier 1 and Tier 2 offerings, including company eligibility requirements, bad actor disqualification provisions, disclosure, and other matters. Additional requirements apply to Tier 2 offerings, including limitations on the amount of money a non-accredited investor may invest in a Tier 2 offering, requirements for audited financial statements and the filing of ongoing reports. Issuers in Tier 2 offerings are not required to register or qualify their offerings with state securities regulators.
Under Tier 2 the securities offered are not going to be listed on a national securities exchange upon qualification, and investors either have to be an accredited investor or are limited in how much they can invest to no more than 10% of the greater of the person’s, alone or together with a spouse, annual income or net worth (excluding the value of the person’s primary residence and any loans secured by the residence (up to the value of the residence)).
Companies that raise funds under 506(c) can:
- Raise money through general solicitation;
- Cannot raise money from unaccredited investors;
- Must take “reasonable steps” to confirm that all investors are accredited (meaning reviewing income statement, tax returns, etc.)
Companies that raise funds under Regulation Crowdfunding can:
- Solicit non-accredited investors to participate in equity investing transactions in a limited way. People can invest:
- The greater of $2,000 or 5 percent of their annual income or net worth, if annual income or net worth of the investor is less than $100,000;
- 10 percent of their annual income or net worth (not to exceed an amount sold of $100,000), if annual income or net worth of the investor is $100,000 or more
- Raise up to $1M in 12 months via crowdfunding.
- Varying levels of public financial disclosure are required depending on how much money is raised, including the price per share, audited financial statements, information about majority shareholders, along with public annual reports post-investment.
Any securities offered on this website have not been recommended or approved by any federal or state securities commission or regulatory authority. SEARCHCrowdFUND and its affiliates do not provide any investment advice or recommendation and do not provide any legal or tax advice with respect to any securities. All securities listed on this site are being offered by, and all information included on this site is the responsibility of, the applicable issuer of such securities. SEARCHCrowdFUND does not verify the adequacy, accuracy or completeness of any information. Neither SEARCHCrowdFUND nor any of its officers, directors, agents and employees makes any warranty, express or implied, of any kind whatsoever related to the adequacy, accuracy, or completeness of any information on this site or the use of information on this site. See additional general disclosures here.
By accessing this site and any pages on this site, you agree to be bound by our Terms of Use and Privacy Policy, as may be amended from time to time without notice or liability.
Potential investors are strongly advised to consult their legal, tax and financial advisors before investing. The securities offered on this site are not offered in jurisdictions where public solicitation for offerings is not permitted; it is solely your responsibility to comply with the laws and regulations of your country of residence.