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These are the Issuer Requirements for the website and crowdfunding portal owned by FundingHope, LLC.

Please read these Issuer Requirements carefully before applying to raise funds on our website.

Issuer Requirements

Unless a crowdfunding offering qualifies for an exemption, all securities offered and/or sold in the United States are required to be registered with the United States Securities and Exchange Commission (“SEC”).  FundingHope currently only allows Issuer Campaigns to create offerings under Regulation Crowdfunding (“Reg CF”).  By commencing a Campaign, Company represents, certifies, and warrants to FundingHope and each Investor that Company’s offering will fully comply with all applicable United States securities laws and SEC regulations associated with the Campaign(s).

Regulation Crowdfunding

Regulation Crowdfunding enables eligible companies to offer and sell securities through crowdfunding.

The rules:

  1. Require all transactions under Regulation Crowdfunding to take place online through an SEC-registered intermediary, either a broker-dealer or a funding portal, (Important Note: FundingHope is an SEC-registered funding portal.)
  2. Permit a company to raise a maximum aggregate amount of $5,000,000 through crowdfunding offerings in a 12-month period,
  3. Limit the amount individual investors can invest across all crowdfunding offerings in a 12-month period,
  4. Require disclosure of information in filings with the SEC and to investors and the intermediary facilitating the offering (in this Agreement, FundingHope.)
  5. Securities purchased in a crowdfunding transaction generally cannot be resold for one year.

Any and all Issuers issuing securities in reliance on Regulation Crowdfunding are subject to the following SEC regulations, as well as FundingHope Terms of Use, policies, and guidelines established by FundingHope:

  1. Issuers are permitted to raise a maximum aggregate amount of $5,000,000 in a 12-month period.
  2. In determining the amount that may be sold in a particular offering, an Issuer must count:
    1. The amount it has already sold (including amounts sold by entities controlled by, or under common control with, the Issuer, as well as any amounts sold by any predecessor of the Issuer) in reliance on Regulation Crowdfunding during the 12-month period preceding the expected date of sale, plus the amount the Issuer intends to raise in reliance on Regulation Crowdfunding in this current offering.
  3. Certain Issuers are not eligible to use the Regulation Crowdfunding exemption. Each Issuer’s eligibility will be considered during the FundingHope Issuer application process. Companies not eligible o use the Regulation Crowdfunding exemption include:
    1. Non-United States registered companies.
    2. Companies that already are Exchange Act reporting companies.

Certain investment companies.

  1. Companies that are disqualified under Regulation Crowdfunding’s disqualification rule including, companies that have failed to comply with the annual reporting requirements under Regulation Crowdfunding during the two years immediately preceding the filing of the offering statement; and companies that have no specific business plan or have indicated their business plan is to engage in a merger or acquisition with an unidentified company or companies.
  1. Rule 503 of Regulation Crowdfunding includes “bad actor” disqualification provisions that disqualify offerings if the Issuer or other “covered persons” have experienced a disqualifying event, such as being convicted of, or subject to court or administrative sanctions for, securities fraud or other violations of specified laws. Any and all Bad Actors, as defined by the SEC in Regulation Crowdfunding, will not be allowed to list their company on the Site.
  2. Any Issuer conducting a Regulation Crowdfunding offering on FundingHope must electronically file its offering statement on Form C through the SEC’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) system and with FundingHope facilitating the crowdfunding offering. FundingHope requires proof that Form C has been electronically filed and displayed on EDGAR prior to officially posting an offering on the Site.
  3. Financial statement requirements are based on the amount offered and sold in reliance on Regulation Crowdfunding within the preceding 12-month period:
    1. For Issuers offering $124,000 or less: Financial statements of the Issuer and certain information from the Issuer’s federal income tax returns, both certified by the principal executive officer. If, however, financial statements of the Issuer are available that have either been reviewed or audited by a public accountant that is independent of the Issuer, the Issuer must provide those financial statements instead and will not need to include the information reported on the federal income tax returns or the certification of the principal executive officer.
    2. Issuers offering more than $124,000 but not more than $618,000: Financial statements reviewed by a public accountant that is independent of the Issuer. If, however, financial statements of the Issuer are available that have been audited by a public accountant that is independent of the Issuer, the Issuer must provide those financial statements instead and will not need to include the reviewed financial statements.
    3. Issuers offering more than $618,000:
      • For first-time Regulation Crowdfunding Issuers: Financial statements reviewed by a public accountant that is independent of the Issuer, unless financial statements of the Issuer are available that have been audited by an independent auditor.
      • For Issuers that have previously sold securities in reliance on Regulation Crowdfunding: Financial statements audited by a public accountant that is independent of the Issuer. Note: An Issuer that sold securities in a Regulation Crowdfunding offering is required to provide an annual report on Form C-AR no later than 120 days after the end of its fiscal year. The report must be filed on EDGAR and posted on the Issuer’s Site.

SEC regulations and FundingHope policies/guidelines cited above do not encompass the regulation set forth in Title III of the JOBS Act Section 4(a)(6) in its entirety. Company acknowledges and agrees to fully comply with all applicable securities laws, including but not limited to guidelines and regulations set forth by the SEC in Title III of the JOBS Act Section 4(a)(6), Regulation Crowdfunding.

No Disqualifying Events

By commencing a Campaign and creating an offering on FundingHope, Company represents and warrants that none of the following individuals or entities associated with the Issuer are subject to any of the “Bad Actor” disqualifying events (“Disqualifying Event”) outlined in Regulation CF under the Securities Act:

  1. Predecessors and any affiliated Issuers,
  2. Any directors, executive officers or officers, or managing members of the Issuer,
  3. Any investment managers and their principals,
  4. Any beneficial owner of 20% or more of the Issuer’s outstanding voting equity securities, calculated on the basis of voting power,
  5. Any promoter (as defined in Rule 405 of the Securities Act) connected with the Issuer in any capacity at the time of sale or any compensated solicitor or any director, executive officer, other officer of the compensated solicitor participating in the Offering (each, an “Issuer Covered Person” and collectively, “Issuer Covered Persons”).

Company warrants and represents that they have made a good faith reasonable effort to determine whether any Issuer Covered Person is subject to a Disqualifying Event and that Company has not discovered any such Disqualifying Event. Company acknowledges that they and Issuer are responsible for promptly notifying FundingHope and subscribed investors in writing should any Disqualifying Event occur or if any preceding Disqualifying Events come to the Company’s or the Issuer’s attention.

Ongoing Reporting and Advertising Restrictions

For any Offerings under Regulation CF, Company understands that Company has ongoing disclosure obligations to the SEC. In addition, Company agrees to comply with restrictions on advertising for any Offerings under Regulation CF. Company agrees that Company is solely responsible for compliance with such ongoing disclosure obligations and advertising restrictions, except to the extent of FundingHope’s responsibility in connection with its role as an intermediary.

Company accepts sole responsibility for promotion of any and all securities on the Site and will indemnify and hold harmless FundingHope and Affiliates from and against any and all claims, liabilities and causes of action whatsoever resulting from an assertion by any person that any information provided by Company is or was false or misleading or omitted material information of any kind or nature.

Concurrent Offerings

The parties agree that, if applicable, they intend that two separate offerings that occur within a six-month period of each other and that are made through FundingHope under Regulation CF will not be treated as the same offering for purposes of the U.S. Securities Act of 1933, as amended (“Securities Act”). Company agrees that if Company makes two offerings in this manner, Company will conduct each offering to comply with all applicable laws, rules and restrictions applicable to each offering. Company further agrees that if Company offers securities outside this Agreement under another exemption from registration under the Securities Act, Company will conduct that offering in compliance with all applicable laws, rules and restrictions, and will take all necessary steps to avoid the offering being treated as the same offering as any conducted under this Agreement. Company also agrees that any offering Company conducts under Section 506(b) of Regulation D will be made prior to an offering under Rule 506(c) of Regulation D under this Agreement, and each investor who invests in the prior offering under Rule 506(b) will invest independent of any offering made under this Agreement. Company is solely responsible for all liability that may arise based on any integration of offerings of Company’s securities.

Contact Information

If you have any questions about this Agreement, the Site, or the Services provided by FundingHope, please contact us at: hope@fundinghope.com.

Last Revised: 27 August 2023

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