These definitions apply throughout our Investor Education.

Accredited Investor: Generally, an investor with a net worth of $1 million or more (excluding primary residence) who has earned $200,000 or more for the last two years with a reasonable expectation for that income level to continue. Other criteria includes asset size, governance status or professional experience as defined by the SEC.

Crowdfunding Intermediary: A funding portal or broker-dealer that is registered with the SEC and FINRA and authorized to facilitate crowdfunding transactions. Activities are governed by the U.S. Jobs Act Title III.

Discount: If the Offering terms include the conversion of a current investment into future equity (for example with Convertible Debit or a Simple Agreement for Future Equity, commonly referred to as a SAFE), the Startup may include a discount to further reward early Investors. If and when the investment converts to equity, the Investor’s shares would be based on the company valuation discounted by the promised amount, making one’s investment  more investment.

Family Member: This includes a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of the purchaser, and includes adoptive relationships. The term “spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse.

FINRA:  The Financial Industry Regulatory Authority

Funding Portal:  A term used to describe websites allowed to offer and sell securities under Title III. We are a Funding Portal and are registered with FINRA.

Intermediary: A funding portal or broker-dealer that is registered with the U.S. SEC and FINRA and authorized to facilitate crowdfunding transactions. Activities are governed by the U.S. Jobs Act Title III.

IPO: Initial Public Offering – when a company’s stock becomes available for purchase on a public stock exchange.

Issuer: A company, which we often refer to as a Startup, trying to raise money from Investors on our site by selling its securities.

Marketplace:  The section of our website where we list campaign offerings and supporting material.

Material Change: A change to the company or offering terms that would be considered important by a potential Investor. Some examples may include a change in company strategy, key contracts, leadership roles, investment terms among many others. 

Platform: Another word we use to refer to our site.

Reg CF: An abbreviated reference to Regulation Crowdfunding or Title III of the JOBS Act that gives companies the option of raising capital from the public rather than only from accredited and institutional investors.

Reg CF Campaign: When a private company raises funds from the general public through an online intermediary in accordance with Title III of the JOBS Act.

SEC:  The U.S. Securities and Exchange Commission.

Secondary Market: A market that enables individuals to buy and sell securities from other investors. 

Security:  A share of stock, a promissory note, a bond or any other instrument offered by an Issuer on

Site:  Our Internet site located at

Title III:  Title III of the JOBS Act of 2012, which allows “Regulation Crowdfunding.” Title III took effect in 2016.

Trigger Event: An event defined in the offering terms where promised future equity converts to shares of the company. Good examples of trigger events (also called “exits”) include a company going public (IPO), being acquired by another company or merging with another company. Trigger events may also include additional funding rounds as specified in the offering terms.

Valuation Cap: The valuation of a company is basically the amount that company leaders believes the company is worth at that moment in time. To reward Investors who take the risk of making an investment at an early stage, some companies offer a valuation cap for a specific offered investment. This sets the maximum company valuation at which your investment will be converted into common stock equity if and when a trigger event occurs. Even if the value of the Startup grows beyond that cap, your investment is converted at the valuation identified as the cap. The intent is to make your investment more valuable.

Venture Capitalist (VC): An investor or investment firm that provides funds to a company in exchange for equity.