Any Disclosures will be provided to you electronically through the Site (or via electronic mail) to the verified email address you provided. If you require paper copies of such Disclosures, you may write to us at the mailing address provided below and a paper copy will be sent to you at a cost of up to $5.00. A request for a paper copy of any Disclosure will not be considered a withdrawal of your consent to receive Disclosures electronically. Any IRS 1099 Forms provided electronically will remain accessible through at least October 15 of the year in which such IRS Form 1099 is made available; after that time the IRS Form 1099 may no longer be accessible electronically. We may discontinue electronic provision of Disclosures at any time in our sole discretion.
Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate, whether between you and Nvsted or between you and Our Affiliates. Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made.
Before you decide to do business electronically with Nvsted or Our Affiliates, you should consider whether you have the required hardware and software capabilities described below.
In order to access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; supported Web browsing software (Chrome version 32.0 or higher, Firefox version 26.0 or higher, Internet Explorer version 8.0 or higher, or Safari version 7.0 or higher); and hardware capable of running this software.
I expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from us, our affiliates, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.
If you are accessing our site and the Disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device's respective "app store". If you do not have these capabilities on your mobile device, please access our site through a device that provides these capabilities.
You may not withdraw such consent as long as you have outstanding any investments made through the Site. If you have no outstanding investments made through the site and wish to withdraw consent to doing business electronically, we will terminate your registered user account with us. How to Contact Us regarding Electronic Disclosures. You can contact us via email at email@example.com. You may also reach us in writing to us at the following address: STL Critical Technologies JV I LLC, 7733 Forsyth Boulevard, Suite 2300, St. Louis, Missouri 63105 Attn: Ched Wagner
If you are an individual User, you will keep us informed of any change in your email or home mailing address so that you can continue to receive all Disclosures in a timely fashion. If your registered email address changes, you must notify us of the change by sending an email to firstname.lastname@example.org. You also agree to update your registered residence address and telephone number on the Site if they change. If you are a business or entity User or are acting on behalf of a business or entity, you will keep us informed of any change to your email address, telephone number and primary business address, as discussed under "Terms Applicable to Business and Other Entity Users" below.
Deciding to raise funds via a Regulation Crowdfunding campaign is an exciting step for your business. We’re happy that you’ve chosen to raise funds with Nvsted, but before you can get to the fun part of launching and marketing a campaign, you have to file some regulatory paperwork with the SEC.
This could be the opportunity of a lifetime, so we’re here to help you put your best foot forward when you introduce your company to investors. You’ve got a business and you need some capital to reach your goals. You also have the necessary information to formally file with the regulators. That’s a good chunk of the battle. Now you need to present your company and offering to the public through a company profile that shares who you are, what you do, why you do it, and where you want to go. Get creative and have some fun. Investors will want to see the whole story, and your personality too.
There are just a few more points to discuss so that you fully understand the nuances of securities regulation. Please review and consult with your own lawyer before going live with your campaign.
|Investor Annual Income||Investor Net Worth||Calculation||Investment 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 ($10,700)||$10,700|
|$200,000||$900,000||10% of $200,000 ($20,000)||$20,000|
|$1,200,000||$2,000,000||10% of $1,200,000 ($120,000), subject to cap||$107,000|
First developed by Y Combinator in 2013, a Simple Agreement for Future Equity, or SAFE, grants an investor the right to acquire equity in a company at a future date IF that company successfully closes on a future round of equity financing with professional investors (i.e. venture capitalists, private equity firms, and other accredited investor funds). The key takeaway is IF. As such, you should only invest under a SAFE structure if you believe, through thorough due diligence, the issuing company will raise equity financing in the future. Historically, SAFEs have been used by Silicon Valley startups raising money from accredited angel investors. It’s often difficult to value startups in their early stages, and so SAFEs allow startups to delay that valuation until a future date when a company has a deeper track record and greater network of resources to leverage in that regard. SAFEs are also cheaper and simpler contracts than priced equity rounds, which enables startups to streamline early-stage “equity-like” financing rounds and better position their companies for future raises by avoiding visually crowded capital stacks (REMEMBER – SAFE holders don’t initially hold any true equity in a company, and so are not listed out on the capital stack until converted upon a future equity raise). However, SAFEs are not “safe” or guaranteed to provide any sort of return to investors. With SAFEs, you’re betting on a company’s ability to execute, grow, and attract private investment down the road. Without those factors, a SAFE doesn’t provide any benefit to investors, and your initial contribution is just that, a contribution. If all goes well, the number of shares a SAFE holder receives is determined at the next priced equity financing, when professional investors (i.e. venture capitalists, private equity firms, etc.) set the price for preferred stock. Then, based on the calculated valuation cap and any applicable discount rate, a SAFE position will convert into equity shares within the associated company, often at a lower price than the professional investors involved in the triggering raise, because SAFE holders were involved earlier on. With SAFEs, the most important metric is a company’s valuation cap, which sets the maximum price for a stock. Typically, the lower the price, the more shares you’ll receive. For example, if you invest in a startup with a valuation cap of $8 million, and they later close on another equity round priced at a $20 million pre-money valuation, the amount of stock you’ll receive will be priced off the lower $8 million benchmark. Conversely, if the next investors value the company at $4 million, that will be your price instead (perhaps further discounted by any applicable discount rates). Different from convertible notes, SAFEs are not loans, and thus, do not (i) accrue interest, (ii) have a maturity date, or (iii) have a legal obligation to be paid back. This structure lends itself to be a more streamlined path to finance a startup and avoids much of any need to amend terms in the future if the Series A financing takes longer than expected to come to fruition. Furthermore, SAFEs typically align better with the intention of most early-stage equity investors who never intended to be lenders, as convertible notes are rarely paid back in cash despite being a debt instrument. Conversely, convertible notes allow for a moderate return on investment during the holding period, and there is a set conversion date of the principal investment into equity in the future. Each security is different and best suited for certain business types, growth plans, and so forth, as well as certain investor appetites for risk and return. Startups and early-stage companies exploring SAFEs as a financing structure for their Regulation Crowdfunding raise should consider a few more points before moving forward: