FAQs

BANQ and My Account

BANQ® is the online division of Cambria Capital, LLC, a FINRA member, SIPC insured broker dealer that aims to provide individual investors with direct access to the primary and secondary equity markets. BANQ® allows customers to open a brokerage account that offers low cost trades to individual investors, along with access to some primary market offerings (IPOs).

BANQ® currently does not offer option trading but may do so in the future. Please check back.

BANQ® currently does not offer short selling.

All trades, with exception of IPOs and Private Placements, are not solicited on the BANQ® platform. Investors who trade through the BANQ® platform make their own trading and investment decisions. BANQ® registered representatives will not provide investment advice, solicit orders, act as a market makers, produce research or provide commentary. Only the client can initiate the buy or sell transactions. All trade confirmations will indicate "unsolicited." Investors are encouraged to review their suitability and investment objectives BEFORE any trade is initiated. For additional information on suitability, please review the Suitability FAQ section.

BANQ® currently does not offer margin trading.

  1. Indicate – You will get the first look and opportunity to invest in exciting growth companies
  2. Open Account – It just takes a few minutes to open an account. Open an account by clicking here
  3. Fund – Deposit funds into your account by linking your bank account, wiring, or writing a check to confirm your order

You may trade your shares by logging into your account on www.banq.co and enter your trade either through your positions or by using the trade tab. Please note that the platform does not support mobile trading at this time and a desktop must be used to enter and execute orders properly.

There is no minimum dollar amount to open or maintain an account on BANQ®.

Securities Terms and Industry Rules

A blockchain is an electronic distributed ledger or list of entries – much like a stock ledger – that is maintained by various participants in a network of computers. Blockchains use cryptography to process and verify transactions on the ledger, providing comfort to users and potential users of the blockchain that entries are secure. Some examples of blockchain are the Bitcoin and Ethereum blockchains, which are used to create and track transactions in bitcoin and ether, respectively.

Digital securities may be issued by an issuer or organization or other capital raising entity. The issuer is an organization embodied in computer code and executed on a distributed ledger or blockchain. The code, often called a “smart contract,” serves to automate certain functions of the organization, which may include the issuance of certain digital assets.

Under the federal securities laws, only persons who are accredited investors may participate in certain securities offerings. Accredited investors are persons who, due to their income and/or net worth, are deemed to have a level of financial sophistication such that they require a lesser level of protection under the federal securities laws.

A natural person is an accredited investor if they meet AT LEAST ONE of the following criteria:
  • earned income that exceeded $200,000 (or $300,000 together with a spouse) in each of the prior two years, and reasonably expects the same for the current year
  • has a net worth over $1 million, either alone or together with a spouse (excluding the value of the person’s primary residence)

On the income test, the person must satisfy the thresholds for the three years consistently either alone or with a spouse, and cannot, for example, satisfy one year based on individual income and the next two years based on joint income with a spouse. The only exception is if a person is married within this period, in which case the person may satisfy the threshold on the basis of joint income for the years during which the person was married and on the basis of individual income for the other years. In addition, entities such as banks, partnerships, corporations, nonprofits and trusts may be accredited investors. Of the entities that would be considered accredited investors and depending on your circumstances, the following may be relevant to you:

  • any trust, with total assets in excess of $5 million, not formed to specifically purchase the subject securities, whose purchase is directed by a sophisticated person, or
  • any entity in which all of the equity owners are accredited investors.

In this context, a sophisticated person means the person must have, or the company or private fund offering the securities reasonably believes that this person has, sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment.

To qualify as an accredited investor under the net worth test, you must have a net worth that exceeds $1 million, either alone or with a spouse. If calculating joint net worth with a spouse, it is not necessary that property be held jointly. Calculating net worth involves adding up all your assets and subtracting all your liabilities. The resulting sum is your net worth.

The value of your primary residence is not included in your net worth calculation. In addition, any mortgage or other loan on the residence does not count as a liability up to the fair market value of the residence. If the loan is for more than the fair market value of the residence (i.e., if your mortgage is underwater), then the loan amount that is over the fair market value counts as a liability under the net worth test.

The US Securities and Exchange Commission has a helpful guide here: https://www.investor.gov/additional-resources/news-alerts/alerts-bulletins/updated-investor-bulletin-accredited-investors

Written with the intent to encourage funding of small businesses during the initial public offering process, the Jumpstart our Business Startups Act (the “JOBS Act”), as signed by President Obama on April 5, 2012, reduces the regulatory burden on small companies seeking to raise capital in the U.S. through revisions to the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). As a result, smaller companies can now take advantage of improved opportunity for public financing and development during their initial years as a public company.

Traditionally, growth stage companies relied on Broker Dealers to connect the issuer with Institutions and introduce investors to raise capital through a securities offering. The JOBS Act and amendments to Regulation A modernized the investment process, and we aim to transform the investment community. In a Regulation A Offering, investors may participate regardless of their Accredited status, and should be prepared to hold the securities for an indefinite period of time, even though securities purchased in an offering are freely transferrable upon closing of the offering. Issuers are required by Regulation A Tier 2 to provide two years of audited financials, and the SEC must qualify the offering circular. SEC Qualification does not mean that the SEC has assessed the accuracy of such circular or the merits of the securities being offered. All investors must review the offering circular and financials carefully prior to participating. Investors should also consider that issuers are often growth stage companies, which involve a high degree of risk, including investment risk and liquidity risk.

Issuers looking to raise capital through Regulation A may utilize Testing the Waters to gauge the interest of the crowd both and during the filing process with the SEC. During this period, investors may only indicate interest. No offer to buy the securities can be accepted and no part of the purchase price can be received until a Form 1-A offering statement is qualified pursuant to Regulation A of the Securities Act of 1933, as amended.

Cambria Capital, LLC is a registered broker/dealer and member FINRA/SIPC that receives compensation from the issuer for deals sold on this site. Cambria Capital's FINRA CRD # is 133760 and SEC File #8-66768. Compensation varies by deal and is disclosed in each deal’s offering documents.

A securities offering exempt from registration with the SEC is sometimes referred to as a private placement or an unregistered offering.

Generally speaking, private placements are not subject to some of the laws and regulations that are designed to protect investors, such as the comprehensive disclosure requirements that apply to registered offerings. Private and public companies can engage in private placements to raise funds from investors. Hedge funds and other private funds also engage in private placements.

As an individual investor, you may be offered an opportunity to invest in an unregistered offering. You may be told that you are being given an exclusive opportunity. The opportunity may come from a broker, acquaintance, friend or relative. You may have seen an advertisement regarding the opportunity. The securities involved may be, among other things, common or preferred stock, limited partnerships interests, a membership interest in a limited liability company, or an investment product such as a note or bond. Keep in mind that private placements can be very risky and any investment may be difficult, if not virtually impossible to sell.

Unregistered offerings often can be identified by bold legends placed on the offering documents and on the certificates or other instruments that represent the securities. The legends will state that the offering has not been registered with the SEC and the securities have restrictions on their transfer. You should read the offering documents carefully to understand the risks involved.

Rule 506(c) of Regulation D is an exemption from the security laws governing the issuance of securities. Offerings relying on this exemption are a type of Private Placement. Recognizing the need for small and early-stage businesses to be able to access capital. In 2013, this new rule and associated SEC regulations was adopted and implemented to allow issuers to broadly solicit and generally advertise the offering. However, two investor protection elements apply to these offerings –

  1. an investor must be accredited to participate and
  2. the investor must verify their accredited status.

Keep in mind that private placements can be very risky and any investment may be difficult, if not virtually impossible to sell.

Investors will find an issuer's Private Placement Memorandum on the offering page. This Memorandum includes investment risks, company financials, use of proceeds, and other information necessary to make an investment decision. The Memorandum should be reviewed carefully before investing in the offering.

Rule 506(c) is a new exemption that originated from the JOBS act that allows general solicitation, or public fundraising. Rule 506(b) is the exemption that companies have used for decades to raise capital from pre- existing relationships. Companies can now choose between 506(b) or 506(c). The main difference with 506(c) is the higher standard for ensuring that every investor is accredited. For both 506(b) and 506(c), you should have a "reasonable belief" that an investor is accredited before accepting their investment. With 506(b), founders often take the investors own word, and take relatively few steps toward verifying it. That standard isn't good enough for 506(c); you must also take "reasonable steps" to verify that your investors are accredited which include review of financial statements, tax returns or professional letters. If the rules of 506 (c) are not properly followed, the violation can lead to a one year hold on your fundraising efforts and a return of capital to investors.

For more, visit www.sec.gov/info/smallbus/secg/general-solicitation-small-entity-compliance-guide.htm

An IPO is the first sale of stock by a private company to the public. IPOs on BANQ® are issued by growth companies seeking the capital to expand their operations. If an IPO is successful, the shares of the company will be publicly traded on an exchange like the NYSE, NASDAQ or OTC.

For more information on our streamlined IPO process and its benefits or listing your Company for a private placement, please contact us at inquiries@banq.co

Although BANQ® has taken the position that only Accredited Investors may participate in offerings for which we act as Placement Agent, we do not view accredited status as de facto evidence of suitability. Suitability goes beyond the financial resources to participate as an accredited investor, also encompassing the appropriate knowledge and understanding of risk. Investing in the stock market is speculative and investors should understand the risks associated with the investment and what is suitable for their investment objectives. Before making any investment in a BANQ® placed offering, an investor needs to establish his or her investment profile and to consider, for each investment, the product or strategy’s investment objectives, characteristics, liquidity risks and potential benefits, volatility and likely performance in a variety of market and economic conditions.

An investor under 18 cannot invest themselves, however, a parent could invest in his/her name by setting up a UTMA or trust.

IPOs

An IPO is the first sale of stock by a private company to the public. IPOs on BANQ® are issued by growth companies seeking the capital to expand their operations. If an IPO is successful, the shares of the company will be publicly traded on an exchange like the NYSE, NASDAQ or OTC

Initial Public Offering (IPO) shares have no trading history, are speculative, and are not suitable for all investors. You must determine if investing in an IPO is within your risk tolerance, and if it makes sense for your investment objectives. Before investing in an IPO, read the prospectus carefully so you can make an informed decision. Pay special attention to the risk factor section. We encourage you to review the Securities and Exchange Commission's (SEC) "Investing in an IPO" http://www.sec.gov/investor/alerts/ipo-investorbulletin.pdf bulletin for additional information on IPOs.

To participate in an IPO offered through BANQ® you will need to place an Indication of Interest (“IOI”). Since the demand for shares may be greater than the number of shares available, the number of shares you receive may be reduced during the allocation process. We may not be able to fill any of the IOI for a particular IPO, or we may fill only part of the IOI, it will be determined based on the demand for shares. No offer to buy the securities can be accepted and no part of the purchase price can be received until an offering statement on Form 1-A has been filed and until the offering statement is qualified pursuant to Regulation A of the Securities Act of 1933.

Once qualified you may hit the Invest Now button, place your order, open your account and subscribe to the offering.

Participating in an IPO means you must pay close attention to all emails from BANQ®. The process may require you to take action, especially around the time the offering is expected to be priced. The SEC will declare the Registration Statement effective on the expected pricing date or in the case with Regulation A, the offering will be qualified. This is where the final price is typically set by the underwriter depending on demand for the stock, general market conditions, and other factors. When that happens, you will be notified and may be required to sign in to your BANQ® account to take immediate action.

Qualification occurs when the SEC has qualified an offering statement. This distinction is similar to being effective, meaning that the Issuer may make sales of the securities described by that offering statement. Investors, however, should understand that the SEC’s qualification of an offering statement does not mean that the SEC has assessed the accuracy of the offering statement or the merits of the securities offered.

If you decide to participate in an IPO, you will need to place an IOI through the Invest Now button. An IOI becomes a binding contract and will be automatically accepted two hours before the closing occurs and the shares are allocated. In the event you would like to cancel or change your IOI please email sales@banq.co with you name and change.

After you decide how much money to put toward an IPO, you will enter a dollar amount for your IOI. You can invest any whole dollar amount, at or above the minimum. You can only purchase an amount of shares based upon the amount of cash that is available in your BANQ® account at the time of the Regulation A offering closing.

There is no charge or commission above the IPO price for an IOI, however in the event that you receive your allocation and wish to sell at a future date, standard commission rates for sales do apply.

Your indication can only be accepted once the SEC declares the Form 1 -A qualified and when the Company and BANQ® determine a closing date. Once closing time is determined, the Two-Hour Confirmation window starts. The Two-Hour Confirmation window gives you a final opportunity to cancel your IOI, and in some cases, requires you to confirm your IOI. There are certain cases where no further action is required to confirm your IOI, which will become a binding contract.

Your IOI may be automatically confirmed at the end of the Two-Hour Confirmation window if the final IPO price is:

  1. within the initial estimated price range
  2. above the initial estimated price range by no more than 20%
  3. within the minimum amount to close range

The above is the Automatic Confirmation Range, which means your IOI will be accepted unless you choose to cancel that IOI during the Two-Hour Confirmation window (you may receive a final allocation less than the maximum amount you requested). When your order is accepted, you will receive an email notifying you of your purchase.

A funds transfer must be initiated 5 days before the end of the Two-Hour Confirmation Window on the day of closing to be eligible for an allocation.

You will receive an email after placing your IOI. You will also receive an email notifying you of the timing of the IPO, if there is a material change in the Form 1-A or Prospectus or if there are any other important updates. In the event that there is a material change in the Form 1-A or Prospectus or the Offering, you will need to reconfirm your IOI. IOIs can be confirmed from the IPO Offers page.

Yes, we allow non-US citizens to invest in offerings, however you must do so by using the Escrow Option when you subscribe to the Offering.

No, you do not need to open an account on BANQ®. You may subscribe for the offering using the Escrow Option and have your shares delivered directly to your broker. You will need to have your account number available as well as the DTC Participant number. Just ask your broker for that information.

An IPO can be postponed for many reasons, including negative developments in the general stock market. If an IPO or offering is postponed, BANQ ® will notify participants with IOIs by e-mail and you can have your funds returned to you.

If a company issues an updated prospectus or wants you to see other communications during the IPO process, a notice will be sent to you via email and those filings can be accessed from the Form 1-A or Prospectus section of the IPO page.

Some IPOs have high demand, which lessens the availability of shares to allocate. Our goal is to provide as many people as possible with at least some IPO stock, at the same price, and at the same time, as Wall Street, while ensuring everyone who invested through BANQ® receives at least a minimum amount, however in certain circumstances you may not receive any allocation. IPO allocations are not guaranteed. Our goal is to fairly distribute shares across all public participants. Our goal is to level the playing field.

If you did not receive an allocation, it may be for the following reasons:

  1. Not enough cash to cover the purchase
  2. Duplicate orders
  3. Multiple accounts: be sure to indicate for the correct account
  4. Fractional or incorrect amounts indicated

Your IPO shares may be sold the first day they begin trading on the open stock market. You will need to log on to your BANQ® account to enter your orders. You are not responsible for any charge or commission for the purchase of the IPO or IOI, however in the event that you receive your allocation and wish to sell at a future date, standard commission rates for sales do apply.

Risks

A purchase of Digital Securities is highly speculative and involves significant risk. Digital Securities should not be purchased by any person who cannot afford the loss of his or her entire purchase price.

The value of digital securities may be subject to momentum pricing due to speculation regarding future appreciation in value, leading to greater volatility, which could adversely affect an investment in the Securities.

Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for anticipated future appreciation in value. The market price for cryptocurrencies and other digital assets, is determined using data from various cryptocurrency exchanges, over-the-counter markets, cryptocurrency futures markets, derivative platforms and other cryptocurrency investment vehicles. Momentum pricing may have resulted, and may continue to result, in speculation regarding future appreciation in the value of cryptocurrencies and other digital assets, inflating and making their market prices more volatile. As a result, they may be more likely to fluctuate in value due to changing investor confidence in future appreciation (or depreciation) in their market prices, which could adversely affect the value of your investment in digital securities. It is important to note that most tokens are illiquid, no current market exists for trading them and one may never develop.

Before making any investment, carefully read all the offering materials on BANQ including the risk factors. Make sure the digital security offering is suitable for your investment objectives.

The SEC has taken a cautionary approach towards cryptocurrencies and digital assets in general, and more specifically ICOs. In September 2017, the SEC created a new division known as the “Cyber Unit” to address, among other things, violations involving DLT and ICOs. In February 2018, both the SEC and CFTC further reiterated its concerns regarding cryptocurrencies in a written testimony to the Senate Banking, Housing and Urban Affairs Committee. On March 7, 2018, the SEC released a Statement on Potentially Unlawful Online Platforms for Trading Digital Assets, and reiterated that, if a platform “offers trading of digital assets that are securities” and “operates as an ‘exchange,’ as defined by the federal securities laws,” the platform must register with the SEC as a national securities exchange or be exempt from registration. The SEC’s statement serves as a notice to operators of any platforms, including secondary market trading platforms, that the SEC is actively monitoring for potentially fraudulent or manipulative behavior in the market for security tokens, as the SEC has cautioned recently for ICOs.

For more information about token offerings visit: https://www.sec.gov/oiea/investor-alerts-and-bulletins/ib_coinofferings

Additional education on the crypto industry can be found at: https://www.cftc.gov/Bitcoin/index.htm http://www.finra.org/investors/highlights/getting-a-handle-on-virtual-currencies

All securities trading, whether in stocks, options, or other investment vehicles, is speculative in nature and involves substantial risk of loss. BANQ® encourages its customers to invest carefully and to use the information available at the websites of the SEC at http://www.sec.gov and FINRA at http://FINRA.org. Customers can review public companies’ filings at the SEC's EDGAR page. FINRA has published information on how to invest carefully at its website.

BANQ® believes it is very important that every customer understands all of the risks of any form of trading or investing prior to trading or investing real dollars. Past performance is not necessarily indicative of future results.

By investing their money in securities through BANQ®, customers are taking full responsibility for all trading actions, and should make every effort to understand the risks involved including suitability. For additional information on suitability, please review the Suitability FAQ section.

There are specific risks in investing in an Initial Public Offering ("IPO") both Reg A and S-1 IPOs. Among other things, the stock has not been subject to market valuation. Those risks are described at length in the prospectus, and we urge you to read the prospectus carefully to understand those risks before investing. An IPO is the first sale of stock by a private company to the public and may not be suitable for all investors. IPOs are often issued by smaller, younger companies seeking the capital to expand, but can also be done by large, privately-owned companies looking to become publicly traded. IPOs are a risky investment. For even experienced investors, it can be difficult to predict what the stock will do on its initial day of trading and in the near future because there is often little historical data with which to analyze the company. Also, most IPOs are of companies going through a transitory growth period, which are subject to additional uncertainty regarding their future values.

The Securities Investor Protection Corporation—or SIPC—is a nonprofit membership corporation that was created by federal statute in 1970. Unlike FDIC insurance, SIPC does not provide blanket coverage. Instead, SIPC protects customers of SIPC-member broker-dealers if the firm fails financially. Coverage is up to $500,000 per customer for all accounts at the same institution, including a $250,000 limit for cash. For more information about SIPC, go to SIPC.org. In addition to SIPC coverage, our clearing firm, FOLIOfn, has also purchased from certain underwriters at Lloyds supplemental customer securities insurance with a total aggregate limit of $50 million. This coverage is limited to a combined return of $10 million to any customer from SIPC and certain underwriters at Lloyds. Neither SIPC nor the insurance coverage protect against losses resulting from a decline in the market value of securities.

The Prospectus or Form 1-A is the offering document published by the issuing company. It explains all business aspects of a company including historical financial statements and results, the principal managers and their backgrounds, business strategy, risk factors, the company's financial statements, management background, legal problems, use of proceeds of the financing, insider holdings information and estimated date of issue, among others. A Form 1-A or Preliminary Prospectus is distributed before the Final Prospectus, which is published after the IPO has been cleared for sale by the SEC and the IPO has been priced by the underwriters or in the event of a Regulation A offering, until the offering statement is qualified pursuant to Regulation A of the Securities Act of 1933.

About BANQ

Made in New York, BANQ® is a division of Cambria Capital, LLC Member FINRA | SIPC Check the background of this firm on FINRA’s Broker Check. Business Continuity Plan

Contact Details

917 512 0825
sales@banq.co


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BANQ.CO IS THE ONLINE DIVISION AND WEBSITE OPERATED BY CAMBRIA CAPITAL, LLC, A REGISTERED BROKER/DEALER AND MEMBER FINRA/SIPC. BROKER/DEALERS BUY AND SELL SECURITIES ON BEHALF THEIR CLIENTS AND MAY ALSO BUY AND SELL FOR THEIR OWN ACCOUNT. IF BROKER DEALERS MAKE INVESTMENT RECOMMENDATIONS THEY ARE REQUIRED TO DO SO IN THE BEST INTEREST OF THEIR CLIENTS. BROKER DEALERS ARE NOT INVESTMENT ADVISORS AND DO NOT HAVE A FIDUCIARY DUTY TO THEIR CLIENTS. CAMBRIA CAPITAL, LLC, OPERATING AS BANQ.CO, PROVIDES BROKERAGE SERVICES FOR PUBLICLY TRADED EQUITIES, ETF’S AND MUTUAL FUNDS AS WELL ACCESS TO IPO’S, PRIVATE PLACEMENTS AND SECURITY TOKEN OFFERINGS. CAMBRIA CAPITAL, LLC DOES NOT ENDORSE OR RECOMMEND ANY PUBLIC OR PRIVATE SECURITIES BOUGHT OR SOLD ON ITS WEBSITE WITH THE EXCEPTION OF CERTAIN SOLICITED REGULATION A OFFERINGS, REGISTERED OFFERINGS AND PRIVATE PLACEMENTS FOR WHICH CAMBRIA CAPITAL, LLC IS ACTING A SELLING OR PLACEMENT AGENT. CAMBRIA CAPITAL, LLC DOES NOT OFFER INVESTMENT ADVICE OR RECOMMENDATIONS OF ANY KIND. ALL BROKERAGE SERVICES OFFERED BY CAMBRIA CAPITAL, LLC ARE INTENDED FOR SELF-DIRECTED CLIENTS WHO MAKE THEIR OWN INVESTMENT DECISIONS WITHOUT AID OR ASSISTANCE FROM THE FIRM. BY ACCESSING THIS SITE AND ANY PAGES THEREOF, YOU AGREE TO BE BOUND BY ITS TERMS OF USE AND PRIVACY POLICY. COMPANY LISTINGS ON THIS SITE ARE ONLY SUITABLE FOR INVESTORS WHO ARE FAMILIAR WITH AND WILLING TO ACCEPT THE HIGH RISK ASSOCIATED WITH SPECULATIVE INVESTMENTS, OFTEN IN EARLY AND DEVELOPMENT STAGE COMPANIES. SECURITIES SOLD THROUGH PRIVATE PLACEMENTS ARE NOT PUBLICLY TRADED AND ARE INTENDED FOR INVESTORS WHO DO NOT HAVE A NEED FOR A LIQUID INVESTMENT. THERE CAN BE NO ASSURANCE THE VALUATION OF ANY PARTICULAR COMPANY’S SECURITIES IS ACCURATE OR IN AGREEMENT WITH THE MARKET OR INDUSTRY COMPARATIVE VALUATIONS. ADDITIONALLY, INVESTORS MAY RECEIVE RESTRICTED STOCK THAT IS SUBJECT TO HOLDING PERIOD REQUIREMENTS. COMPANIES SEEKING PRIVATE PLACEMENT INVESTMENTS TEND TO BE IN AN EARLIER STAGE OF DEVELOPMENT AND HAVE NOT YET BEEN FULLY TESTED IN THE PUBLIC MARKETPLACE. INVESTING IN PRIVATE PLACEMENTS REQUIRES HIGH RISK TOLERANCE, LOW LIQUIDITY CONCERNS, AND LONG-TERM COMMITMENTS. INVESTORS MUST BE ABLE TO AFFORD TO LOSE THEIR ENTIRE INVESTMENT. IN ADDITION, REGULATION A OFFERINGS WILL BE MADE ONLY BY MEANS OF AN OFFERING STATEMENT ON FORM 1-A WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ONCE QUALIFIED. NO MONEY OR OTHER CONSIDERATION IS BEING SOLICITED IN CONNECTION WITH THE INFORMATION PROVIDED, AND, IF SENT IN RESPONSE, WILL NOT BE ACCEPTED. NO OFFER TO BUY SECURITIES CAN BE ACCEPTED AND NO PART OF THE PURCHASE PRICE CAN BE RECEIVED UNTIL AN OFFERING STATEMENT ON FORM 1-A HAS BEEN FILED AND UNTIL THE OFFERING STATEMENT IS QUALIFIED PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY SUCH OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR COMMITMENT OF ANY KIND, AT ANY TIME BEFORE NOTICE OF ITS ACCEPTANCE IS GIVEN AFTER THE QUALIFICATION DATE. THE SECURITIES OFFERED USING REGULATION A ARE HIGHLY SPECULATIVE AND INVOLVE SIGNIFICANT RISKS. THESE INVESTMENTS ARE SUITABLE ONLY FOR PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENTS COULD BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET CURRENTLY EXISTS FOR THE SECURITIES, AND IF A PUBLIC MARKET DEVELOPS FOLLOWING THE OFFERING, IT MAY NOT CONTINUE. SOME COMPANIES OFFERING THEIR SECURITIES IN A REGULATION A OFFERING OR PRIVATE PLACEMENT MAY INTEND TO LIST THOSE SECURITIES ON A NATIONAL EXCHANGE AND DOING SO ENTAILS SIGNIFICANT ONGOING CORPORATE OBLIGATIONS INCLUDING, BUT NOT LIMITED TO, DISCLOSURE, FILING AND NOTIFICATION REQUIREMENTS, AS WELL COMPLIANCE WITH APPLICABLE CONTINUED QUANTITATIVE AND QUALITATIVE LISTING STANDARDS.


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