Each company sets their own minimum investment amount. Republic’s platform-wide minimum is $10.
Each company sets their own minimum investment amount. Republic’s platform-wide minimum is $10.
Yes, if you have a self-directed IRA, a revocable trust that you are the trustee for, the owner / manager of an LLC or in a position to direct a corporations monies, you can register your entity in your investor settings with Republic and invest through it. Please remember to disclose the entity's net-worth, annual income as well as all other Title III investments made in the last 12 months here.
Remember, you cannot receive perks if you invest with your self-directed IRA due to tax law.
Feel free to contact contact us so we can help.
How much you can invest in any 12-month period depends on a combination of your net worth (less the value of your primary residence if you own a home) and your annual income.
Note: You don't have to make these calculations yourself. Your limit is automatically calculated when you become an investor.
If either your annual income or your net worth is less than $107,000, you can invest up to the greater of either $2,200 or 5% of the lesser of your annual income or net worth during any 12-month period.
If both your annual income and your net worth are equal to or more than $107,000, you can invest up to 10% of annual income or net worth—whichever is lesser up to a maximum of $107,000 during any 12-month period.
Reminder: This is your annual limit for all Title III investments—not just those on Republic.
The following table provides a few examples:
|Annual Income||Net Worth||Calculation||12-month Limit|
|$30,000||$105,000||greater of $2,200 or 5% of $30,000 ($1,500)||$2,200|
|$150,000||$80,000||greater of $2,200 or 5% of $80,000 ($4,000)||$4,000|
|$150,000||$107,000||10% of $107,000 ($10,700)||$10,700|
|$200,000||$900,000||10% of $200,000 ($20,000)||$20,000|
|$1,200,000||$2,000,000||10% of $1,200,000, subject to cap||$107,000|
Republic will contact you to update this info from time to time, but you can always do so by clicking this link.
See more examples in the SEC Investor Bulletin.
Related: How do I calculate my net worth?
If the campaign reaches the maximum goal, no more investments can get accepted and all following investment commitments get added to the waitlist.
If one of the earlier investors decides to cancel or doesn’t fund their investment in time, the space opens up and investors from the waitlist are granted allocation.
The order of the waitlist is determined by:
First, all investors of the highest level on the waitlist are considered for allocation, in the order from the earliest to the latest, followed by investors of the next level down, and so forth.
That means that an investor of the higher level will be higher in the waitlist priority than the investor who invested earlier, but is of the lower user level. Increase your level by earning more Notes.
* For example, If space opens up for $1,000 and your waitlisted investment is $1,500, you won't get in, but the person behind you with a $900 waitlisted investment will get in, and the next person with a $100 waitlisted investment or less will get in as well.
Yes you can increase your investment, however this will effectively be made as a new investment.
Because of this, you can only later cancel or amend this part of the investment.
For example, you had a $1,000 investment finalized and you later invested an additional $600. You can now:
Republic, AngelList, CoinList, and Product Hunt make up a robust family of startups, all under the AngelList umbrella. With complementary visions for the startup world, we often collaborate with the companies in this ecosystem.
In 2016, Republic spun out of AngelList, a community of startups and accredited investors that makes fundraising more efficient. When Title III equity crowdfunding regulations were enacted, Republic adopted a similar mission to make fundraising and investing easier for startups and all investors––especially unaccredited ones.
Ken Nguyen, Republic’s CEO, is the former General Counsel of AngelList and co-founded Republic with Paul Menchov, a former technology officer of AngelList and co-founder/CTO of CoinList.
AngelList is a diversified holding company and operator, holding an equity interest in both Republic and CoinList. Product Hunt was acquired by AngelList in 2016.
When certain conditions are met, the startup may choose to do a rolling close to receive some of the money raised and start using it to grow their business.
The name comes from the fact that the investments are closed on a rolling basis, as opposed to in the end of the campaign.
If you have made an investment in a campaign before the rolling close:
Any startup raising on Republic can choose do a rolling close if their campaign has already raised double its minimum target amount and has more than 21 days left. Additionally, startups must pre-disclose their ability to do the rolling close in their Form C.
Companies raising funds with Republic are offered the opportunity to be featured in our blog's superheroes section once they've graduated to our home page.
Features are on a first come, first served basis. We generally publish one blog post per week.
Many companies choose to not participate in the blog; appearing on the blog is not an endorsement of a companies offering. We also feature entrepreneurs not raising on Republic if they have an interesting story or are furthering our mission.
Every company raising funds on Republic is viewable on our All Companies page. But how does a company make it to the home page and to the top navigation section under the “For investors” label? We use objective criteria to graduate a company:
A company graduates to the home page when:
(1) The company raises more than $25,000; and
(2) The company has not requested to be left off of the home page; such request may be withdrawn at any time requirement (1) is met.
Appearing on the home page is not an endorsement of a company's offering. Companies that appear on the home page are offered the opportunity to (i) have their campaign's launch announced via an email to Republic's user base (ii) be featured in the Superheroes blog.
Republic reserves the right to change this policy without notice, this policy was last updated on January 24, 2019. Version 1.1.
A Crowd SDA is an investment contract between lenders (investors) and companies looking to raise capital. Individuals make investments in exchange for the chance to earn a return in the form of cash interest payments.
The Crowd SDA was created by Republic and is a debt crowdfunding-specific version of a typical debt agreement, a financial instrument widely used by angels, VCs and other accredited investors investing in startups.
Under the terms of the Crowd SDA, investors lend money to the company in exchange for annual interest payments during the term of the agreement. The company has the right to accelerate repayment of interest and/or principal, subject to a minimum return multiple (e.g. 1.5x the principal). If the company makes all interest payments due under the Crowd SDA, the minimum return multiple will be satisfied.
RISK NOTE: payments are not guaranteed. The company may not have sufficient capital available to meet its payment obligations under the Crowd SDA, and the Crowd SDA is unsecured, meaning there is no collateral to which investors would have recourse in the event that the company is unable to meet its payment obligations.
Your return depends on your investment amount, the interest rate and the minimum return multiple amount detailed in the agreement. There is no guarantee of a return, as the company you lend to may not be able to service the debt and has not secured the debt with any assets.
Each company can customize its Crowd SDA, including or excluding certain provisions. Most include an interest rate and a minimum return multiple. If the Crowd SDA includes both an interest rate and minimum return multiple, the provision more favorable to the investor applies.
Key terms of the Crowd SDA include:
Annual Payment means an amount equal to or greater than the product of (i) the Loan Amount and (ii) the Interest Rate.
The Interest Rate is simple interest, paid annually, calculated based on the amount of your investment in the offering.
The Maturity Date is a future date, usually expressed as a number of of years from the Payment Start Date (as defined in the Crowd SDA). Upon the maturity date, the company must repay all outstanding interest and principal due under the Crowd SDA.
The Minimum Return Multiple is also determined by the company and defines the minimum total return which the investor is entitled to have received by the Maturity Date, expressed as a multiple of the principal amount.
Each fundraising startup's page has a public Q&A (or "Discussion") section where investors can ask questions, provide their reasons for deciding to invest or not, or share opinions, and where the founders can provide additional answers or information.
As with any public discussion, some posts can be more helpful than others.
To reward helpful, constructive participation in the discussion, we created a way for the founders to explicitly highlight certain posts as being "helpful" (this button is only visible to founders).
Authors of helpful posts will also get additional rewards in Notes.
So to increase the chance of your comments to be marked as helpful, you should participate in the discussion, provide insight, analysis, help founders answer questions that you know answers to — and it's likely that they will want to thank you for your contribution 🌟
You’re allowed to sell your stake in a crowdfunding investment starting one year after your investment is provided to you, and earlier under some circumstances.
However, there’s no guarantee that someone will be willing to buy it at that point.
When you invest on Republic, you receive a Crowd Safe, which gives you a financial interest in the company you invested in. You can make money if that company “exits”, meaning it is acquired or goes public at a higher price than you paid for it, but could also lose your entire investment if it fails.
You can cancel a Republic investment and receive a refund up until 48 hours before the campaign deadline, after which point your investment is final. Republic considers reducing your investment commitment to be equivalent to cancelling your investment and making a new one, this means you cannot reduce your investment commitment during the final 48 hours of a campaign, subject to each issuing company's discretion.
Yes, if a company fails to meet their funding goal all investments in that company will be cancelled and refunded.
You get a Crowd Safe, which is a security that gives you a financial interest in the company you invested in. Some campaigns also offer perks (e.g. a pre-order of their product) for particular investment amounts.
Crowd Safes (SAFEs) are not common stock. Common stock represents an ownership stake in a company and entitles you to certain rights under state corporate law and federal securities law. A SAFE, on the other hand, is an agreement to provide you a future equity stake based on the amount you invested if—and only if—a triggering event occurs. SAFEs do not represent a current equity stake in the company in which you are investing. Instead, the terms of the SAFE have to be met in order for you to receive your equity stake.
Read more at: investor.gov
If a company fundraises on Republic via Crowd SAFE or convertible note, unless and until the Crowd SAFE or the note is converted into an equity stake, you will have no information or voting right as an investor in the company.
If and when you receive voting shares in a company, your voting rights will likely be diluted when the company raises additional funds.
Many companies on Republic raise using instruments that can never grant voting rights, such as the Token DPA, Crowd SDA and Crowd TPA. Read more about each instrument and the Form C of each company you are interested in investing in.
The rule states that all communications relating to your crowdfunding investment must be in writing, through Republic.
After you invest in the company, the founders can message your via a private message, but these communications can not contain any material information about the company that's not included on the public campaign page.
All communications containing or requesting new material information about the company or its business must be public and visible to all prospective investors.
On Republic, public communications can happen on the discussion section of each campaign or in the comments to the company's public updates.
Companies that have successfully raised on Republic are required to publish an annual update on their website 120 days after the end of their next fiscal year.
After the first annual company update, many companies will not be legally required to continue providing annual updates, others will not have to provide annual company updates after two or three years, therefore investors may not have access to current financial statements as they hold their investment.
Please note, that Republic can not be held responsible if the company fails to publish an annual report.
Separately, we encourage companies to post regular investor updates on Republic, but they are not required to do so by law.
No. Crowd SAFE holders have no right to the income of the company while they hold the Crowd SAFE. Therefore there is no K-1 or tax documentation due to Crowd SAFE holders unless and until they are converted to another instrument.
Many companies raising on Republic Crypto use securities instruments that can be repaid in tokens at a future date. The most common uses of tokens are to represent shares in a company or to be used as a way to pay for the use of the product a company is offering.
Tokens are held through a wallet. A wallet holds and secures the tokens you own. Your wallet consists of a public address which is used to identify your wallet and the tokens it holds. In fact, within the software of the token, there is a piece of data which keeps the address of the wallet which owns it.
(Disclaimer, this was an oversimplification of what a cryptocurrency wallet is. While it will suffice for the purpose of this explanation, you can find a more detailed and accurate explanation here. This explanation should not be read as a guarantee that any offering on Republic Crypto will result in tokens being distributed )
When investing on Republic Crypto, we generally ask for a wallet address as part of the investment process. This address will be used by the issuing company to send you tokens if they are due to you.
Before we give you instructions, we should make a few simple disclaimers, setting up your wallet is your personal responsibility - while Republic is providing this guide as an educational tool, we can't be responsible for for your wallet's set-up or security. You should do you own research and diligence before creating a wallet and when making decisions on how best to secure it.
If you already have a wallet and just want to get the public address, click here.
In the following set of (rather lengthy) instructions, we'll instruct you on how to create and Ethereum wallet using a website called MyEtherWallet and also how to find out the wallet's public address.
How to set up an ether wallet and get the address using MyEtherWallet
1. Go to https://www.myetherwallet.com on your browser
2. You should see a welcome screen like this:
We highly suggest you go through the information provided in this mini-tutorial. This website will make an ether wallet for you and give you the necessary details to access and use it, however it won't keep your wallet secure for you. That's your responsibility and this tutorial gives important information on how to do so.
To go through the tutorial, you press the blue button with the arrow on each page.
If you're already aware of what needs to be done in order to keep an ether wallet safe, they do give you the option to quit the tutorial by clicking on the tiny cross on the top right (we've pointed at it in the screenshot below.
3. You should now see the MyEtherWallet homepage. The homepage happens to be the fastest way to create a new ether wallet.
You start by entering a password in the box (we've pointed at it in the screenshot below). As with all passwords, make sure it's strong (Here's a good article on how to do that).
Once that's done, click on the "Create New Wallet" button.
4. The next screen you're taken to will ask you to save you 'Keystore' file. Your keystore file is similar to a backup key to your house's front door. If you lose your main key, you can use it to access your house. However, if someone else has your backup key, they too can get into your house. Your keystore file is evidently not a physical object but a computer file.
You should download your keystore file and keep it in a safe location in your computer or on the cloud that only you have access to. Ideally you will make backups of this file and keep them in equally secure locations.
To get through this step you click the "Download Keystore File (UTC/JSON)" button.
One of two things will happen here. Either
Once you've downloaded the file, the "I understand. Continue." button should go from a blush red to a more solid red. And you'll now be able to click it. Go ahead and do that.
5. The next step involves your private key. If we continue the analogy with your house door, your private key is your main key. But unlike a physical key, it's significantly easier to duplicate. If someone knows your private key, they have as much access to the wallet as you do. Unlike a password, or a house key, you cannot change your private key.
What this means is that you should never let anyone see your private key, unless you're willing to give control of everything that is in your wallet to them at any point in time. We recommend that you keep a copy of your private key in an extremely secure location. A popular solution is to write down your private key on a piece of paper and store it in a safe only you have the combination to. But make multiple copies and be sure that you copied it accurately.
MyEtherWallet is kind enough to provide an option to print your paper wallet. This is to make it easier for you to print or save a few important pieces of information about your wallet. We suggest that you click on the "Print Paper Wallet" button and save and / or print the image they give you. It will look something like this:
(p.s. don't get excited, there's nothing in this wallet, but take note of how easy it is to access a wallet once you have the private key)
You'll notice that your Address is also on the image. A public address is what is used to transfer tokens to your wallet. It is okay if other people know your address, it gives them no control over the contents.
The public address is what you will have to provide to Republic so that the company you invested in can transfer tokens to your wallet.
After you've gone through the necessary steps to safeguard your private key, go ahead and click the "Save Your Address" button.
6. You should now be taken to a screen that asks you to "Unlock your wallet to see your address"
For the sake of this tutorial we'll unlock your wallet using your private key.
Click on the little circle to the left of the Private Key option on the menu:
You should see some information and a box appear on the right of the screen. Enter your private key into the box on the bottom right:
If you've entered a valid private key, the box's red outline will turn green and an unlock button will appear like so:
7. If successful, a blue bar will temporarily appear at the bottom of your screen saying "Wallet successfully decrypted.
If you scroll down now, you should be able to see all your wallet information. Including your address, your private key (which can be made visible by pressing the little eye icon), as well as your token balances.
We've highlighted your Account Address with a red box since this is what you will need to enter when you submit your wallet address to Republic.
If you already have an ether wallet and you just want to get to the "Wallet Information" screen in step 7 it should be quite straight forward.
When you see the homepage upon going to https://www.myetherwallet.com, click on the View Wallet Info button near the header (circled below).
You should be taken to the following screen:
Look familiar? You can now follow the same instructions as Step 6 in this tutorial to access your wallet information.
Good luck and let us know if we missed anything - you can always e-mail us at [email protected] to suggest improvements to this guide.
The following information is based on our understanding of how some investors will be taxed on commonly used investment instruments. Each company hosted on Republic prepares its own security instrument for fundraising. We do not provide any guidance as to how such instruments may be taxed generally or how a specific investor purchasing these instruments would be taxed, and encourage you to discuss any tax questions with your tax, legal, accounting, and other financial advisers. The great majority of investments in seed-stage and early-stage companies result in complete losses for the investor, so tax losses may be expected on your investment.
Crowd SAFE investments: Crowd SAFE investments grant the holder a contingent right to receive stock or cash at a later period of time. Generally, these investments do not generate a taxable event until some type of liquidity event (e.g. when the issuer engages in an initial public offering or is acquired). Crowd SAFE instruments typically do not afford an investor the right to receive K-1s or similar tax documents.
Token DPA investments: The Token DPA is a debt-like instrument which affords the investor the right to a future cash payment or tokens. If the investor receives cash with interest, tax will be due on the interest gained. If the investor receives tokens, tax guidance is unclear as to whether there is a taxable event. You may have to pay tax on the value gained then or pay tax when you sell or trade the tokens. Token DPA instruments typically do not afford an investor the right to receive K-1s or similar tax documents.
Other instrument types such as the Crowd SDA and Crowd TPA will be taxed based on facts and circumstances unique to each instrument. You should consult with the issuing company and your tax advisor.
Generally, Republic will not provide tax documents.
To print an offering (deal) page, use your browser's print function (Cmd+P on Mac, Ctrl+P on Windows).
The easiest way to download a page as a PDF is to go through the print command, and choose "Print to PDF" or "Save as PDF" in the print destination / printer choice menu:
Did you invest in a Republic offering in the last year or before? Curious as to how your investment may impact your taxes? While Republic cannot give you tax advice, we will provide you with some general information and resources. We hope you find these guidelines helpful.
Tax liability is largely determined by what type of entity you invested in:
The first step is to determine whether you have invested in a C corporation or an LLC. You can find this information on each company's Form C, which is attached to the deal page offering.
What if I invested in a C-corporation?
In general, U.S. investors investing in C-corporations on Republic will only need to report income when they realize a gain or loss for tax purposes and no K-1 is due to you. In other words,
In these cases, the company you invested in (or its 3rd party transfer agent) will provide you with the necessary documents. Republic won’t be sending any tax forms to you.
What if I invested in an LLC?
If you invested in an LLC and you currently hold a Crowd SAFE, Token DPA or other security, no K-1 is due to you. If your Crowd SAFE has been converted, you should reach out to the issuing company for a K-1. If your Token DPA was repaid in Tokens, you should consult with your own counsel to determine if you have any tax liabilities.
What if the company I invested in went bankrupt?
The company or its trustee is responsible for providing you tax documents to reflect the loss. Republic may assist these companies in distributing tax documents, but cannot create them or secure them until there is court approval of the winding up of the business.
What if I sold the security I acquired on Republic in a private transaction and realized a gain?
Once you sell a capital asset, such as Crowd SAFE, and realize a gain, the capital gain (i.e., [sales price] - [basis]) is taxable.
What if I sold the security I acquired on Republic in a private transaction and realized a loss?
Once you sell a capital asset, such as Crowd SAFE or a Token DPA, at a loss, the capital loss ([basis] - [sales price]) qualifies as a capital loss and can be used to offset capital gains (and in some cases, ordinary income).
For further information, you may consult the following resources:
When you invest in a company on Republic, whether your investment will actually happen depends on whether the startup's campaign on Republic succeeds.
For the campaign to be considered successful, the startup needs to
After the campaign successfully ends, the finalization process begins. It involves filing the paperwork, chasing outstanding investor payments, doing the accounting, and dispersing funds to the company from the escrow. Depending on the size of the round, this can take weeks and, sometimes, months.
When every investor and their payment is accounted for, the round is closed and Crowd SAFEs are generated, signed, and sent to the investors.
When you receive your signed Crowd SAFE, your investment is considered finalized.
No, there is no citizenship requirement to invest and Republic is open to anyone over 18.
Each company on Republic determines what types of investors they will accept, check each deal page for details.
The terms of each campaign on Republic, from the type of security being sold, to who can participate, is determined by each company crowdfunding. Each campaign's Form C will list which jurisdictions are being solicited on the cover page.
If a company is accepting international investors or investors from your jurisdiction, you can invest using your credit/debit cards or via a wire transfer.
Anyone 18 years or older can invest.
Each company on Republic decides what other requirements there are to invest in each unique campaign; please refer to each company's deal page for details on who can invest.
Please note, there are limits to how much you can invest based on your income. net worth and any other investments you've made in Title III/Regulated Crowdfunding offerings.
Your net worth is the sum of all your assets, minus all your liabilities. For purposes of investing on Republic, the value of any primary residence should not be included in your assets. Similarly, any mortgages or other loans on that residence do not count as a liability (up to the fair market value of your home).
If you are investing with your spouse, you can use your combined income or net worth. Your Republic account's investment limit will reflect that combined net worth and income.
For example, Jon Smith, with an annual income of $80,000, invests with his spouse, Jane Doe, with an annual income of $120,000. Together, their combined investment limit is that of a single investor with an annual income of $200,000.
The following table provides a few examples of net worth calculations for the purposes of determining crowdfunding investment limits:
(Not included except for related liabilites below):
|Jane Doe||John Smith||James Lee|
|Home equity line:|
|More than 60 days old||—||$20||—|
|Less than 60 days old||—||$10||—|
|Total included assets||$190||$190||$190|
|Student and car loans||$100||$100||$100|
|Portion of mortgage underwater||—||—||$30|
|Home equity line
(Less than 60 days old)
|Total included liabilities||$120||$130||$150|
If you are unsure how to calculate your net worth or income, the SEC Investor Bulletin provides more details.
Related: How much can I invest?
For compliance purposes, we use each offering's closure date to select investments in the rolling 12-month calculation, and not the investment commitment date.
Investment limits are calculated as (Investment commitments as of the date of the campaign they are associated's closing for the next 365 days + any disclosed Title III investments made on other portals).
For example, an investment commitment of $100 made on 1/1/17 for a campaign that closed successfully on 2/1/18, would count as being made and going against an investor's investment limit from 2/1/18 to 2/1/19.
This means that an investment made during a campaign can count against your 12 month rolling investment limit for more than 12 months depending on when the campaign closes. Please consult your investor profile to see your current limit.
Each company on Republic decides which jurisdictions to accept investors from and is responsible for ensuring they are compliant in that jurisdiction.
When an offering is open to international investors, Canadian investors are welcome to participate in offerings on Republic.
Canadian investors may be subject to additional holding requirements that exceed those that apply to US investors.
Canadian investors should consult with their local regulators and each company's Form C before investing.
Republic supports credit and debit cards, ACH transfers from US bank accounts and wire transfers from any, including international, bank accounts.
No. Republic is free for investors. Companies only pay if they successfully fundraise.
While Republic supports multiple payment methods, you can only use one payment method per investment.
Republic does not verify information provided by companies on this Portal and makes no assurance as to the completeness or accuracy of any such information. Additional information about companies fundraising on the Portal can be found by searching the EDGAR database.