This website (the “Site”) is operated owned and operated by STL Critical Technologies JV I LLC (“STL Critical Technologies”) and is registered as a “funding portal” (CRD# 288930) with both the U.S. Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA). By accessing this Site, you are subject to our Terms of Use and our Privacy Policy. We urge you to read these carefully before using the Site. The Site offers certain “Regulation Crowdfunding” (also known as “Title III Crowdfunding”) investment opportunities in private company securities. The securities offered through the Site are not publicly traded, are subject to holding period requirements, and are not intended for investors that need a liquid investment. Further, the securities offered through the Site are NOT bank deposits (and thus NOT insured by the FDIC or by any other federal government agency), are NOT guaranteed by the Site or STL Critical Technologies (or otherwise), and MAY lose value. Accordingly, investors should be able to afford the loss of their entire investment. Neither the SEC nor any federal or state securities commission or regulatory authority has recommended or approved any investment opportunity presented on the Site, or the accuracy or completeness of any of the investment information or materials provided by, or through, the Site. Further, neither the Site nor STL Critical Technologies, nor any of their respective agents or representatives, is a broker dealer or an investment adviser and nothing on this Site constitutes (or should be construed as) investment advice and/or a recommendation to make any investment in the securities offered through the Site or otherwise. Any financial projections or returns shown on this Site are illustrative examples only, and there can be no assurance that any valuations provided are accurate or in agreement with market or industry valuations. Additionally, please note that past performance is not indicative of future performance. While the information contained on the Site has been secured from sources we believe are reliable, we make no representations or warranties as to the accuracy of such information and accept no liability therefor. Accordingly, you are responsible for doing your own due diligence before making a decision to invest in any of the investment opportunities presented on this Site and are strongly advised to consult your own counsel, accountant, and other advisors as to the legal, tax, and related matters concerning such investment. If you have questions, please contact us at info@nvstedwithus.com.
Because Nvsted operates only on the Internet, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us and our affiliates ("Our Affiliates"), therefore, we also need you to consent to our giving you certain disclosures electronically, either via our Site or to the email address you provide to us. By agreeing to the Terms of Use, you agree to receive electronically all documents, communications, notices, contracts, and agreements (including any IRS Forms, including Form 1099 and Form K-1) arising from or relating to your use of the Site and/or the Services, including any notes you have purchased, your use of the Site and/or the Services, and the servicing of any notes you have purchased as either an investor of Nvsted (each, a " Disclosure"), from us, whether we are acting in the capacity as trustee or otherwise, or Our Affiliates. An IRS Form 1099 refers to any Form 1099 or other Form, Schedule or information statement, including corrections of such documents, required to be provided pursuant to U.S. Internal Revenue Service rules and regulations and that may be provided electronically (each, an "IRS Form 1099"). The decision to do business with us and Our Affiliates electronically is yours. This document informs you of your rights concerning Disclosures.
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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.
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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 info@nvstedwithus.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 info@nvstedwithus.com. 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: