Investor Education

INVESTOR EDUCATION

 

Emerging-trends-in-Education

 

This Investor Notice is intended to provide you with important information about investing through crowdfunding portals.

 

Before investing, you should carefully review and understand this information.

 

 

Share-ability– giving a specific property the legal ability to be divided and distribute in shares; apportion to participate in, enjoy, receive, jointly:

If you don’t understand something or have a question, please contact us via email at investing@opensourcecap.com

 

This document is intended to help explain:

 

  • What we do, and how we do it

 

  • The process for buying securities through a crowdfunding portal

 

  • The risks associated with investing in the securities sold through a crowdfunding portal

 

  • Our relationship with the issuers on a Funding Portal, including information about the compensation we will receive from our clients

 

WHAT YOU SHOULD CONSIDER FIRST

 

Investing in the companies that are offered on a crowdfunding portal site is very different than investing in the public stock market. The companies on Portal Sites are likely to be small, with limited or no track records, unproven business models, little profits or even revenue, and managed by individuals with limited experience managing successful businesses.

 

With all those caveats, and even in view of the risks, we believe that the companies we work with will offer you excellent opportunities, both to make money  and to invest in things you  know and  care about.  But what we believe doesn’t matter. The first thing for you to consider, before you go further, is whether it is appropriate for you to invest in any of these companies based on your own personal circumstances.

 

Among the questions you should ask yourself are:

 

  • Can I afford to lose all the money I invest?

 

  • Do I understand the company I am thinking about investing in? Do I understand its product or service? Am I personally familiar with that market?

 

  • Do I understand the business the company is conducting? Do I understand how the company can make money?

 

  • Do I understand the Security I’m buying?

 

  • Do I trust the owners and managers of the company?

 

  • Do I understand the documents I’m being asked to sign?

 

  • Have I asked my advisors for help evaluating the investment?

 

  • If I lose all or part of my money, will I be okay psychologically? Will I get depressed?

 

Only if you can truthfully answer Yes to all those questions should you invest.

 

DEFINITIONS

 

These definitions apply throughout this Investor Education Package:

 

Site – A site located on the internet

 

Platform – Another word used to refer to an Internet site.

 

Issuer – A company trying to raise money from investors on a Portal Site, by selling its  Securities.

 

Security – A share of stock, a promissory note, a bond, or any other instrument offered by an Issuer on a Portal Site.

 

Title III – Title III of the JOBS Act of 2012, which  allows    “Regulation  Crowdfunding.”

 

Funding Portal – A term used to describe Internet sites that are allowed to offer and sell Securities under Title III. We are not a Funding Portal.

 

SEC – The U.S. Securities and Exchange Commission. The website:    www.sec.gov.

 

FINRA –  The  Financial  Industry  Regulatory  Authority.  The  website:  www.finra.org.

 

About Us

 We are not a “Funding Portal.”   We are not registered with the SEC or with FINRA to act as a financial intermediary in Securities that are offered and sold under Title III.

We are not a registered broker-dealer.

Think of us as a company that helps structure real estate projects and promotes projects by bringing together companies and investors. As such, we do not guarantee any particular outcome and are not responsible for what happens to your investment – all investments are undertaken at your own risk. We also do not guarantee the accuracy of the information you receive from issuers. Our job is to consultant issuers and help ensure that transactions between investors and issuers are “best in class” and meet high standards.

 

What We Do:

1.         Select which Issuers we want to work with

2.        Help Sponsors with Financial Modeling and Pricing

3.          Help Sponsors develope Pitch Decks

4.          Underwriting and Stress Testing Projects

5.          Help Sponsors sett up a “SPV” as the Issuer

6           Help Sponsors developing Private Placement Memorandums for (Regulation D 506 and Title III)

7.          Developing Trustee Agreements

8.          Developing Term Sheets

9.          Developing Mortgage and Note Terms

10.        Developing Indenture Terms and Agreements

11.        Portal Placement and Management (if applicable)

12.        Conduct our own due diligence

13.        Marketing/Branding

14.        Investor Sourcing

15.        Coordinating Due Diligence for others

16.        Negotiating Term Sheets

17.        Developing Terms of Operating Agreements

18.       Developing Terms of (Investor/Developer) Construction Agreements

19.       Developing Terms of (Investor/Developer) Property Management Agreements

21.       Coordinating the Closing

22.      Transaction Management and Coordination of Funds Disbursement

23.      Investor Relations

24.      Loan Servicing

25.      Distribution of 1099’s to Investors

26.      Provide communication channels between you and the Issuer, to ask questions and   exchange information

 

What We Don’t Do

  1.  Offer investment advice or recommendations
  2. Guarantee any particular investment  outcome with Issuers

 Issuers pay us flat fees and commissions based on a successful money raise, or in other ways.  They might also pay us for specified services we provide to them, and reimburse us for expenses we incur on their behalf.  For each offering you invest in, the Issuer will disclose our compensation. In some cases, an Issuer might pay us in whole or in part with profits from the project.

After an offering is completed, we may or may not have an ongoing relationship with the Issuer. The Issuer may decide to use services provided by us (and pay compensation to) entities affiliated with us.

 

HOW WE SCREEN AND DON’T SCREEN ISSUERS

 We:

  • Have a “reasonable basis” for believing that every Issuer we work with is eligible to offer its Securities on a Registered Portal, and is complying with Title II or Title III of the JOBS Act. We might perform our own due diligence, but we are generally allowed to rely on the representations of the Issuer.
  • Have a “reasonable basis” for believing that every Issuer we work with has established means to provide accurate records of the holders (owners) of its Securities. Again, we might perform our own due diligence, but we are generally allowed to rely on the representations of the Issuer.
  • Will not work with Issuers if:
  • We have a “reasonable basis” for believing that an Issuer or any of its officers, directors, or beneficial owner of 20% or more of its outstanding voting securities is subject to disqualification under the rules “Disqualification of Issuers”

 

We do not conclude that the issuers we work with represent good investments for investors.  You have to make those decisions on your own.

 

Risks Associated with Preferred Equity and Dequity Securities

 

SUBORDINATION TO RIGHTS OF OTHER LENDERS: Typically, when you buy a Dequity security on a Platform,  while  you  will  have  a  higher  priority  than  holders   of   the   equity   securities   in   the   company,  you  will  have  a   lower   priority   than   some   other   lenders,   like   banks   or   leasing  companies.  In  the  event  of  bankruptcy,  they  would  have  the  right  to  be  paid  first,  up  to  the  value     of  the  assets  in  which  they  have  security  interests,  while  you  would  only  be  paid  from  the  excess,       if  any.

 

LACK OF SECURITY: Sometimes when you buy a Dequity security on a Platform, it will be secured by property, like an interest in real estate or equity. Other times it will not.

 

ISSUERS TYPICALLY WILL NOT HAVE THIRD PARTY CREDIT RATINGS: Credit rating agencies, notably Moody’s  and  Standard  &  Poor’s,  assign  credit  ratings  to  debt  issuers.  These  ratings  are  intended  to  help  investors  gauge  the  ability  of  the  issuer  to  repay  the  loan.    Companies on  a Crowdfunding  Platform generally will not be rated by either Moody’s or Standard & Poor’s, leaving investors with no objective measure by which to judge the company’s creditworthiness.

 

INTEREST RATE MIGHT NOT ADEQUATELY COMPENSATE YOU FOR RISK LEVEL:    Theoretically, the interest rate paid by a company should compensate the creditor for the level of risk the creditor is  assuming. That’s why consumers generally pay one interest rate, large corporations pay a lower interest rate, and the Federal government (which can print money if necessary) pays the lowest rate of all. However, the chances are very high that when you lend money to a company on a crowdfunding platform (buying a debt security is the same as lending money), the interest rate may not compensate you for the level of risk.