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General Investing Questions
When you invest in a company through equity crowdfunding, you are actually purchasing partial ownership in that business. If the companies you invest in on our platform grow and develop, your investment has the potential to do the same. By investing in startup companies, you are contributing to their foundation, and will be rewarded if they are able to continue building on that groundwork.
PicMii is an online crowdfunding platform that connects companies looking to raise capital with investors. Simplicity is everything at PicMii. We provide a simplified investment process with low minimum investments to create a more inclusive crowdfunding environment.
Investors must be over the age of 18 and be a resident within the United States. Other than those two mandates anyone is able to invest.
PicMii’s platform-wide minimum investment is just $10. Other platforms in the crowdfunding industry let the companies decide the minimum investment for their campaign, but PicMii makes sure the minimum investment stays at just $10. Crowdfunding should be for everyone, and large minimum investments don’t convey that message!
Investment limits are imposed by the regulation the offering is under. For Regulation Crowdfunding, individual investors are limited in the amount they are allowed to invest over a 12 month period:
- If either of an investor’s annual income or net worth is less than $107,000, then the investor’s investment limit is the greater of: $2,200 or 5 percent of the greater of the investor’s annual income or net worth.
- If both annual income and net worth are equal to or more than $107,000, then the investor’s limit is 10 percent of the greater of their annual income or net worth.
- During the 12-month period, the aggregate amount of securities sold to an investor through all Regulation Crowdfunding offerings may not exceed $107,000.
* These limits are not imposed on accredited investors as described by Reg. CF Rule 100(a)(2).
Unfortunately, PicMii is unable to guarantee a return on your investment. The return on investment will depend entirely on the growth and development of the company you are investing in.
Refunds are possible on any Regulation Crowdfunding investment up until 48 hours before the company you invested in plans to disburse funds from escrow. You will be notified by email 5 days in advance warning you of a company’s plan to disburse funds. If your investment is not cancelled prior to 48 hours before disbursement, refunds are no longer possible.
In the event of a material change to the offering or offering material, all investors in the offering will be notified and asked to reconfirm their investment. If you do not reconfirm within 5 business days, then your investment will be cancelled and promptly returned to you.
Additionally, if a company does not meet its minimum funding goal, you will be refunded your investment within 10 business days of the end of the campaign.
You can leave any comment or question for a company on their virtual business pitch page via their comments section if you are a registered investor and a member of their company will respond shortly. Know that you are unable to leave your email or phone number for the company as they are only allowed to contact investors through the PicMii platform.
Additionally, it is required that any person, when posting a comment in the communication channels, must clearly disclose with each posting whether he or she is a founder or an employee of an issuer engaging in promotional activities on behalf of the issuer or a compensated promoter. This ensures that investors decisions are not manipulated by fake comments promoting an offering.
An issuer has specific information that it is required to disclose, including:
- information about officers, directors, and owners of 20 percent or more of the issuer;
- a description of the issuer’s business and the use of proceeds from the offering;
- the price to the public of the securities or the method for determining the price,
- the target offering amount and the deadline to reach the target offering amount,
- whether the issuer will accept investments in excess of the target offering amount;
- certain related-party transactions; and
- a discussion of the issuer’s financial condition and financial statements.
It is important to note that the issuer’s responsibility to send consistent updates through Form C-AR may eventually cease and that investors may not continually have access to current financial information from the company once the campaign ends.
PicMii Platform Questions
Registration on PicMii is simple! (Just like we try to make everything on our platoform!) Simply select Sign Up from the top navigation menu then select investor on the following page.
Once on the registration page, fill out the required information to create your account. This includes: First Name, Last Name, Username, Email Address, and a Password.
After submitting the form, you will receive an automated email to confirm your email address. Once you confirm your email address, you will have full access to the platform.
To find companies raising on the platform, select Browse Startups in the top navigation menu. All companies raising on the platform are located here! You can sort through all companies on the platform using the top sorting bar.
To view an individual company raising on the platform, just select an individuals company card and you will be taken to their virtual business pitch. All information pertaining to the offering is located here.
To invest in a company raising on the platform, you must first be on the company’s virtual business pitch page. From here, enter the amount you would like to invest then click “Back Campaign”.
You are then taken to the investment checkout page. Once, you enter the requested information, you may then click the “Invest Now” button. You will be immediately redirected to a checkout page on our affiliated third party. Here, you must fill out additional required information and select your payment method. Once you submit your payment, your investment is officially pending!
In order to be an accredited investor, one must have a minimum net worth of $1,000,000 or earn an annual income of $200,000. If combining income with a spouse, you must have an annual income of $300,000.
*Your net worth for this specific purpose must not include your primary residence.
Investment limits are imposed by the regulation the offering is under. For regulation crowdfunding, individual investors are limited in the amount they are allowed to invest over a 12 month period:
- If either of an investor’s annual income or net worth is less than $107,000, then the investor’s investment limit is the greater of: $2,200 or 5 percent of the lesser of the investor’s annual income or net worth.
- If both annual income and net worth are equal to or more than $107,000, then the investor’s limit is 10 percent of the lesser of their annual income or net worth.
- During the 12-month period, the aggregate amount of securities sold to an investor through all Regulation Crowdfunding offerings may not exceed $107,000.
Your net worth is the sum of your assets minus any liabilities. Assets are anything of value that you own. Some typical examples of assets include cash or property. Liabilities are any debts that you owe. A common liability is a bank loan.
Please visit the SEC’s website for additional information on calculating your net worth.
PicMii Crowdfunding is required to collect your Social Security Number in case we need to perform Anti-Money Laundering background checks.
PicMii allows investors to use four different types of payment methods:
- Credit cards – We accept most types of credit cards. Simply enter your card information when prompted to complete your purchase of up to $5,000. For amounts exceeding $5,000, you must consider another payment method.
- ACH – ACH stands for Automated Clearing House. It is a network that coordinates electronic payments to pull funds directly from your checking account. Simply input the requested banking information when prompted to complete your purchase. Once opened, it may take 2-3 business days for the purchase to clear.
- Wire Transfers – Wire Transfers are a method to electronically transfer funds from one person/entity to another. Wire transfers are especially beneficial for larger investments (Greater Than $5,000). Completing your wire transfer occurs independently of PicMii, however we will provide directions through email if Wire Transfer is your selected payment method. Your investment status will remain “pending” until the wire transfer is received.
- Bitcoin/Ethereum – You may also send Bitcoin and Ethereum to complete your purchase. Customer’s will send the desired amount of digital currency to the specified Bitcoin/Ethereum address provided through email once Bitcoin/Ethereum is chosen as the payment method.
No. PicMii is a regulated securities portal and therefore can only facilitate investments on this platform. Please do not send checks to PicMii or any company listed on the site.
Once your payment is received, funds are taken from your account and placed into the company’s escrow account. You will be immediately notified via email once your payment has been received. Equity purchased in the company will appear in your personal portfolio on the platform, however your purchase is not technically complete yet.
Once the company you invested in disburses funds from the escrow account, your investment becomes official. At this point, you are no longer able to receive a refund and you will receive a countersigned version of the subscription agreement via email.
You may cancel your investment at any time up until 48 hours prior to the Issuer disbursing funds by emailing email@example.com.
You are able to view all the companies you invested in on your portfolio on your profile. Simply select investor account through the top navigation menu, then select the portfolio tab within your profile to view all your investments. Please remember that investments are shown in your portfolio once your payment method is received. An investment in your portfolio does not necessarily mean that an investment is complete.
Your subscription agreement will be provided to you via email. Once the company you invested in disburses funds and your investment is complete, you will receive a countersigned subscription agreement via email.
If the mimimum funding goal is not met by the completion of the company’s campaign then all investments will be refunded within 10 business days.
Any company completing 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 posted on the issuer’s website.
*It is important to note that under certain stipulations, Issuers may cease filing annual financial reports. This includes the following:
- the issuer is required to file reports under Exchange Act Sections 13(a) or 15(d);
- the issuer has filed at least one annual report and has fewer than 300 holders of record;
- the issuer has filed at least three annual reports and has total assets that do not exceed $10 million;
- the issuer or another party purchases or repurchases all of the securities issued pursuant to Regulation Crowdfunding, including any payment in full of debt securities or any complete redemption of redeemable securities; or
- the issuer liquidates or dissolves in accordance with state law.
Following the completion of an offering conducted through PicMii, there may or may not be an ongoing relationship between the PicMii and the issuer.
Securities purchased in a crowdfunding transaction generally cannot be resold for a period of one year, unless the securities are transferred:
- (1) to the issuer of the securities;
- (2) to an “accredited investor”;
- (3) as part of an offering registered with the Commission; or
- (4) to a member of the family of the purchaser or the equivalent, to a trust controlled by the purchaser, to a trust created for the benefit of a member of the family of the purchaser or the equivalent, or in connection with the death or divorce of the purchaser or other similar circumstance.
After an offering closes and your investment is complete, the issuing company will provide you with information regarding the location of official records of your Security purchase. They will also provide you with instructions for creating an account at this Transfer Agent. PicMii does not provide a market for selling securities once an offering closes. Investors should understand that even after 1 year, there is still no assurance of liquidity for your investment.
With the growing demand for digital assets as a payment method, PicMii decided to support the use of Bitcoin & Ethereum to invest on our platform.
Once Bitcoin or Ethereum is chosen as a payment method, the investor is provided with directions via email to complete their investment commitment. These directions include a current market estimate in BTC/ETH for the USD amount that the investor desires to invest and a unique QR code and wallet address to send the investment commitment. Once the investor sends the investment commitment to the provided wallet address and it is received, it will be converted into USD. Please note, the investor commits to invest 100% of the conversion from BTC/ETH to USD. Once the investment commitment is complete, the investor will receive an email with the final amount in USD invested.
Investors must be aware of additional risks when using Bitcoin/Ethereum as a payment method. The first risk involves the conversion from BTC/ETH to USD. This conversion is generally performed once per day. Obviously, digital assets are highly volatile, so there is no guarantee that the conversion price will be the same at the time of conversion as when an investor sends Bitcoin/Ethereum to the specified wallet address. Additionally, there is a digital asset handling fee added by PicMii’s escrow agent to cover conversion fees. The final transaction amount will be the gross conversion proceeds less the digital asset handling fee.
If an issuer fails to reach their minimum funding goal or if an investor requests to cancel their investment commitment prior to 48 hours before a company disburses funds, the digital asset used to make the investment commitment is bought back and sent back to the wallet address that the digital asset was originally sent from. Please note, the digital asset handling fee is applied again when a refund is executed.
Security Type Information
As the crowdfunding ecosystem continues to grow and evolve, more security types are added to the community. The most important distinction in security types is between equity and debt.
Let’s start by exploring the basics of equity securities. When you purchase equity, you are becoming a partial owner of that investment. In the case of an investment on PicMii, you are becoming a partial owner of an issuer’s company. The number of shares you purchase, therefore, equates to a percentage of the company that you own! Therefore, as that company performs better and better, so does your investment. The potential upside of equity securities tends to be greater than that of debt securities since the potential growth of a company is technically unlimited. The inherent risk in investing in an equity security is that if the venture fails all together, the equity owners are often the last to be paid. You are, therefore, risking the loss of your entire investment on the belief that the company you invested in will perform well in the future.
Debt securities differ from equity securities in that companies are borrowing investor funds with the promise to repay the loan with a set rate of interest until the debt is repaid. Therefore, when purchasing a debt security, you are generally loaning your investment in exchange for a rate of interest set when the security is issued. The higher the risk of the debt security, the higher the rate of interest tends to be.
During a priced round (equity round) a company has a set share price and a valuation. Investors immediately receive a number of shares in return for their investment.
For example, if a company is selling shares for $1.00 per share and you invest $100, then you receive 100 shares in the company. There is also an inherent valuation resulting from the number of outstanding shares in the company (shares currently owned) and the share price. For instance, if the company in the example above had 1,000,000 outstanding shares, then at $1.00 per share, their valuation going into the round would be $1,000,000.
Other terms included with equity are specified within the subscription agreement. There are generally two main types of equity shares in the crowdfunding community that are distinguished by their terms: Common stock and Preferred Equity.
Common stock is the most common and simple type of equity securities. These investors are often given voting rights with their investment, however these voting rights are usually less influential than the voting rights provided to individuals holding preferred equity.
Preferred equity is typically issued to outside investors because it grants special rights and protection. This includes provisions such as anti-delusion rights. Additionally, increased influence on company decision-making is often included with these investments. Preferred equity holders are also able to claim their portion of a company’s assets prior to investors holding common stock.
Crowdfunding has been evolving for years with many new security types being added to the community. One of the most common securities in modern day crowdfunding is the SAFE. SAFE stands for Simple Agreement for Future Equity. Although the “simple” is within the acronym, a SAFE can be more technical than the name implies.
In simple terms, a SAFE is an agreement between the investor and the company raising. This agreement promises to give you future equity stake in the company based on the funds contributed. This future equity is only unlocked as a result of some sort of triggering event that must occur prior to you receiving the equity. This could be a priced round, future financing, etc. and is outlined within the subscription agreement you sign when making an investment. It is essential to emphasize that this investment does not automatically provide you with equity. A SAFE is not equity (common stock/preferred stock) and does not provide you with an immediate stake in the company.
An investor should also know that it is possible for a SAFE to never be triggered and convert into equity. This means that it is possible for you to never earn a return on your investment or even recover your initial investment.
It is critical that investors read the subscription agreement carefully to understand the terms of the SAFE.
No! Investors need to understand that they do not immediately receive an equity stake in the company they are investing in when investing in a SAFE. Conversion into equity results due to some sort of triggering event outlined within the company’s subscription agreement.
A simple agreement for future tokens (SAFT) is a contractual investment agreement where investors fund a cryptocurrency developers’ project in exchange for discounted tokens at a future date.
Investors do not immediately receive tokens upon investing in the cryptocurrency project. If and when investors receive tokens depends entirely on the subscription agreement and performance of the cryptocurrency project.
An investor should also know that it is possible for a SAFT to never be triggered and convert into tokens. This means that it is possible for you to never earn a return on your investment or even recover your initial investment.
It is critical that investors read the subscription agreement carefully to understand the terms of the SAFT.
The PicMii Blog
For more information please visit our blog. We have many in depth articles to help you begin your crowdfunding campaign
Any questions that are not directly answered in the FAQ or PicMii Blog may be submitted in the “Contact Us” section. Who knows, maybe your question will be added to the FAQ!
Regulatory information is featured in the PicMii blog, however please visit the SEC’s website for specifics regarding your offering.