You are here

FAQ

For Investors

Investor Risks and Education Guide

Each investor is advised to consult legal, tax, investment or other professional before investing, and carefully review all the disclosures and documents provided as part of any offering materials. If in doubt, do not invest.

The purpose of this guide is to provide information to potential investors about the risks involved in buying securities in startup and mid-stage private and public companies. Please review the important information below before you begin to register on Manhattan Street Capital and before you make any investment commitment to companies on the MSC website.

Click the Blue button below for the rest of this Article.

This answer continued
Summarize Title IV Regulation A+ for me

Summary of Regulation A+ Title IV

Traditionally, investing in startups and other growth-stage companies has been the privilege of the wealthiest Americans. Accredited investors (people making $200,000 or more for two most recent years, or with a net worth of $1 million) were the only ones allowed by the Securities Exchange Commission to invest in startups. Investing is starting to see greater democratization, however.

In 2012, President Obama signed the American JOBS Act into law, which had 10 provisions to improve the working outlook and overall financial opportunities for Americans. Title IV of the JOBS Act, also referred to as Regulation A+, allows companies that want to raise between $3 million and $75 million* to do so from anyone – regardless of assets and income levels.

To see the rest of this FAQ, click on the blue button below:

This answer continued
How long does it take for my investment to complete?

Making an investment usually doesn't take longer than 6 -10 minutes.
Then the SEC requires checks are made that all investors must pass


 

 

To read complete answer click on the blue button below.

This answer continued
What is Regulation A+?

Regulation A+ (or “Reg A+”) is a new way to raise capital created by the Securities Exchange Commission (SEC). Effective March 25, 2015, SEC rules allow companies to test the attractiveness of their company offering to the investor market. This is the RegA+Audition(TM) on Manhattan Street Capital.

Since June 25, 2015, companies have been allowed to apply to make a Regulation A+ offering with the SEC and, when ready, raise capital in our marketplace and others. We are the first Regulation A+ marketplace. Manhattan Street Capital and FundAthena, a division of Manhattan Street Capital, will only fundraise for companies that we have reviewed and approved to list their offering on the "Company Offerings" Page.

To read complete answer click on the blue button below.

This answer continued
Is there any cost to investing on Manhattan Street Capital?

The offerings on Manhattan Street Capital are free for investors, as the companies raising money pay the costs of the investment process in almost all cases.

To read complete answer click on the blue button below.

This answer continued
How much can I invest?

In a Reg A+ offering non-accredited investors can invest up to 10% of their annual income/net worth per year, whichever is the larger amount, (excluding their home).

To read complete answer click on the blue button below.

This answer continued
What types of securities can I buy on Manhattan Street Capital?
Most of the offerings on Manhattan Street Capital are for shares of common or preferred stock. Some companies sell Limited Partnership or LLC Units, and companies can also sell bonds, certain types of loans or convertible notes.
How do I know if I'm an accredited investor?

An Accredited Investor is someone who is:

  • “A natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;

  • “A natural person who has an individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of investment, excluding the value of the primary residence of such person.”

This answer continued
When will I receive my shares?

After the next "closing" of the offering. Every investor whose investments have “cleared” by the time of the closing will be included in a disbursement. A company can conduct a series of “closes” (withdrawals of funds) throughout the duration of the campaign. If a company has a minimum capital amount that they must raise before they can withdraw funds from their escrow account then there may be a wait before their first closing - check their Offering Circular (for a Reg A+) or their PPM (for a Reg D).

To see the rest of this FAQ, click on the blue button below:

This answer continued
How can I view the status of my investment?

To view your investment status follow these steps:

  1. Login to your Manhattan Street Capital account 
  2. Click on the 'Profile' icon in the top right-hand corner
  3. Select "Investment Dashboard"

To see the rest of this FAQ, click on the blue button below:

This answer continued
How can I pay for my investment?

Companies on the Manhattan Street Capital platform usually use these payment options:

Debit-cards, ACH, Check, and Wire transfer. Non-US investors can pay by credit card. Some companies choose not to use debit/credit cards.

What is the difference between Tier 1 and Tier 2 Reg A+ offerings?

Regulation A+ allows for two kinds of offerings, Tier 1, which spans from zero to $20 mill, and Tier 2 that spans from zero to $75 mill.   

Tier 2 allows companies to raise from zero to $75 million per year from individual "Main Street" investors and accredited investors and institutions worldwide. The majority of companies choose Tier 2 because the Tier 1 requirement to get State by State Blue Sky exemption is very slow and very expensive. Companies using Tier 2 do not need to satisfy state Blue Sky requirements to raise capital (with some exceptions). Note that Tier 2 starts from a zero minimum for SEC purposes - I say this because there is a popular misconception that Tier 2 starts at $20 mill. That is not the case! Many companies make successful Tier 2 offerings of less than $20 mill. 

To read complete answer click on the blue button below.

This answer continued
What is the difference between a Mainstreet Investor and an Accredited Investor?

Regulation A+ allows any investor, worldwide, to invest in private companies. This is a major change in US securities law, and it means that anyone can invest, if they choose to do so, in a Reg A+ offering, after it has been Qualified by the SEC. Before Reg A+ became effective in 2015, only wealthy, Accredited investors were allowed to invest in private companies. 

To see the VIDEO, click on the blue button below.

This answer continued
Reg A+ liquidity explained for insiders and investors
Reg A+ provides that investors will be liquid upon the completion of the offering they invest in.  And up to 30% of the capital raised may be from insider selling (rarely done). But there is a lot more upside to Reg A+ than this;This answer continued
How does the investment process work on Manhattan Street Capital?

Step 1

The investor enters the investment process by clicking on the "Invest Now" button on the offering page.

Step 2 

The investor completes the forms and provides us with all the information that is needed to make an investment. This step doesn't take longer than 5-10 minutes.

To see the rest of this FAQ, click on the blue button below:

This answer continued
Is Regulation A+ an Initial Public Offering - IPO?

Reg A+ can be used for an IPO to the NYSE or NASDAQ and, starting in June of 2017 a significant number of companies have made their IPOs via Reg A+.

Click the blue button below for the whole of this FAQ.

This answer continued
What is the Greenshoe used in IPOs?
The term "Greenshoe" option is the only SEC-sanctioned method for an underwriter to legally stabilize a new issue after the offering price has been determined. The SEC introduced this option to enhance the efficiency and competitiveness of the IPO fundraising process.This answer continued
AML Policy Statement

All investors that initiate investments on the Manhattan Street Capital platform are required to pass the AML test before they complete their investment. No investors will be accepted unless they first pass AML.

How does Regulation A+ help me invest in a company?

Until Reg A Plus it was very difficult for regular, “Main Street” investors to invest in startups, or any privately held business. You had to be an accredited investor with $1 million or more in net worth.  To read complete answer click on blue button below.

This answer continued
How does Manhattan Street Capital help me, I am an investor?

Manhattan Street Capital is a platform that enables companies to show and promote their offerings to individual and other investors. We give you open access to information about the companies as well as access to ask them questions so you can make a decision. Then our companies work with service providers like transfer agents and escrow banks and broker-dealers to assist when they exchange invested money into shares (or other securities) of stock (or other securities)  To read complete answer click on blue button below.

This answer continued
Who can invest in a Reg A+ offering?

Anyone! Mainstreet investors worldwide (see the exceptions below) can invest under Regulation A+. Ordinary investors don’t have to be wealthy to invest! Investors are welcome from almost anywhere in the world.  To read complete answer click on blue button below.

This answer continued
Who can invest in RegD offerings?

Only Accredited investors are allowed to invest in Reg D offerings, this is a rule made by the SEC. 

This answer continued
How do I get information about Regulation A+ companies?

You can find information about companies that are listed on Manhattan Street Capital by examining their offering page, their Offering Circular, and all the content available on their website and the internet too. You can also contact the company directly. And of course, we encourage you to dig deeply using the Internet and all resources available to you.

You must read the Offering Circular for companies that are conducting a Regulation A+ offering to become aware of the details.

 

What are the Risks from investing in early stage companies?

Investment Risks

Principal risk: Investing in start-ups will put the entire amount of your investment at risk. There are many situations in which the company may fail completely or you may not be able to sell the stock that you own in the company. In these situations, you may lose the entire amount of your investment. For investments in startups, total loss of capital is a highly likely outcome. Investing in startups involves a high level of risk and you should not invest any funds unless you are able to bear the entire loss of the investment.  

To read complete answer click on the blue button below.

This answer continued
Completed IPOs via Reg A+, Listing Here

This is the list of the companies that completed their Reg A+ IPO and listed on the NYSE or NASDAQ

Arcimoto, Inc. - $19 million (NASDAQ),

to see the whole list, click the blue button below.

 

This answer continued
What is a Security Token Offering?

A security token is a token that is sold to investors via one of the SEC regulations - Reg D, Reg S, Reg A+ and Reg CF are good examples. A Registered S-1 IPO is another route. This type of ICO is also called a Securities Token Offering or STO.

To read complete answer click on the blue button below.

This answer continued
What does it mean to Reserve your investment in Reg A+ ?

When you like the look of a company in its informal TestTheWaters(TM)  stage, and if you would like to make a non-binding reservation, we call that "Reserve my Investment". The advantages to an investor are these:

If the company later completes a capital raise, then you will have booked yourself space in that offering at the IssuePrice(TM) (the price per share at which the shares are sold by the company).

To read complete answer click on the blue button below.

This answer continued
RegD investor liquidity
With Reg D, it’s technically not correct to say that there is always a one-year lockup on new investors. Reg D securities are restricted, and restricted securities are always subject to limitations on their resale. There are exceptions to the one year lock up - see them below:This answer continued
How do I Engage with the company as an investor?

An important part of Manhattan Street Capital is the open exchange of advice, suggestions and feedback from our investor community to the client offering companies.  The more input you give to the companies, the better their offerings will become, and the more fun you will have, from the knowledge that you have helped, and by sharing the journey.  By actively involving yourself, you will learn more about the company, the style of its leaders, and their strategy. It is a form of due diligence for you. And you get to help the companies that you interact with.

What is the "Company Offerings" Page in Reg A+ ?

Manhattan Street Capital's "Company Offerings" page is an interactive platform that gives companies the opportunity to market their offering and to engage with prospective investors. No investing is done in this stage. Also called TestingTheWaters(TM).  

To read complete answer click on the blue button below.

This answer continued
Are there limits on selling my Regulation A + shares?

Regulation A+ doesn’t require any limits on when you sell, though the offering company can do so (not expected often). Through a two-step process, an Issuer (company selling stock) can make their post offering Reg A+ shares tradable on one of the OTC, the NASDAQ or the NYSE markets. These markets -especially the NYSE- provides high liquidity to investors, so you can easily sell your shares, if you choose to.

 

SEE RELATED FAQs:

Can I keep my Reg A+ offering open continuously?

 

What is the "TestTheWaters™" program in Regulation A + ?

Manhattan Street Capital gives companies the opportunity to “TestTheWaters™” and get feedback from prospective investors to help improve offerings.

Companies can solicit non-binding IndicationsOfInterest(TM) of investment dollars from prospective investors.  To read complete answer click on blue button below.

This answer continued
What is the EmployYourFuture(TM) program?

This is our program to incentivize entrepreneurs to build startups that have the added clear objective of increasing employment to take charge of our future and cancel out many of the job losses that will be lost to the technology changes coming in our future already. 

Click the Blue button for more on this topic:

 

This answer continued
How to access your shares via ComputerShare?

Create a New Account with Computershare


If your offering has been setup to maintain shares electronically on ComputerShare, you may access your shares online. If you do not already have a Computershare account, please create one following the steps in this guide:

If you want to download a more comprehensive user's guide for ComputerShare, Click here

1)  Before you begin, be sure to have these items ready and accessible before you begin.

2)  Please note, if at any time you need assistance with logging into Investor Center beyond this guide, please contact the Call Center:

3)  To log into Investor Center for the first time, please go to www.computershare.com/investor. Once you see this screen, be sure to select the second option: "CREATE LOG IN".

4)  CONFIRM YOUR STOCK - Simply fill in the required validation information. 

"Insitu Biologics Inc."  is used as an example company name. Please type the name of the company that you own stock in. 

5)  REGISTRATION- Please provide all your information and set your login credentials.

6) VERIFY YOUR EMAIL - At this point you will need to log into your email account and verify your email. Once you've completed that step, return to this screen and select "I HAVE CONFIRMED MY EMAIL" VERIFY YOUR EMAIL - At this point you will need to log into your email account and verify your email. Once you've completed that step, return to this screen and select "I HAVE CONFIRMED MY EMAIL"

7) Welcome to Investor Centre - At this point you've successfully created an account with Computershare. Welcome to Investor Centre - At this point you've successfully created an account with Computershare.

8) VERIFY YOUR IDENTITY - To protect your account and info, Computershare will need to confirm your identity. You can choose to either logout at this point and wait for a verification code via mail, or if you'd like immediate access you can select "VERIFY IDENTITY ONLINE" and follow the prompts to verify your identity. VERIFY YOUR IDENTITY - To protect your account and info, Computershare will need to confirm your identity. You can choose to either logout at this point and wait for a verification code via mail, or if you'd like immediate access you can select "VERIFY IDENTITY ONLINE" and follow the prompts to verify your identity.

9) That's it! Please note that If you did not choose to verify online, or were not eligible to, you will need to return to website and enter the access code provided once you receive it in the mail. If you still need assistance please call the call center at the numbers listed at the start of this guide.

What is your investor refund policy?

Refunds

Can I cancel my investment and get a refund?
Yes. You can change your mind anytime up to 48 hours after you invested and you will receive a full refund, including any fees.

How will I receive a refund?
When you cancel your investment a refund will automatically be sent back to the bank account or credit card that was used to make the investment. If you sent a check or a wire, you will receive an email with instructions to send us your wire or bank account info before we can send the refund.

How long will it take to receive my refund?
We initiate refunds as we receive them, but it can take up to 14 days to reach you, especially if you invested with a check or wire.

What are the limits on canceling an investment?
Once the 48 hour window has passed, you no longer can cancel your investment or obtain a refund.

Can the company not accept my investment?
Yes. Companies may choose not to accept your investment for any reason. One reason may be that they discovered you worked for a major competitor.

After the round closes, and the company has countersigned the contract and received the funds, your investment can no longer be canceled.

 

 

 

Why “Athena?”

FundAthena is a division of Manhattan Street Capital.

In Greek mythology, Athena was the goddess of wisdom, intellect, and heroic endeavor. She was a stalwart partner to many Greek God figures, helping them succeed. In the same way, FundAthena is a partner for companies with top-notch gender diverse and women-led teams, helping guide them and match them with the funding, business strategy, project management and coordination support they need to accelerate their businesses.

How is Regulation A + different from Kickstarter?

With Kickstarter, individuals donate money to help fund creative projects or pre-order products before they come to market, but those contributors have no ownership. With Manhattan Street Capital, companies are selling shares or borrowing money from the investor, with terms that vary between companies. 

Key terms at Manhattan Street Capital
  • RatedResources™: Resources suggested by members to accelerate the state of readiness for raising capital.
  • CrowdAnalyst™: Analysts follow companies in the marketplace, research the market and competitors, and make forecasts of the companies' revenues and profits. The program is designed for a stable share price in the aftermarket. 
  • TestTheWatersAudition(TM): Informal way to test market a company offering at low cost to evaluate interest from investors, before spending money on audits etc
  • TestTheWaters(TM): The SEC allows companies to test market their offerings before filing for a Reg A+ offering.
  • This answer continues, click the blue button below:
This answer continued