Each company sets their own minimum investment amount. Republic’s platform-wide minimum is $10, however most companies select somewhere between $50 and $250.

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-assets, annual revenues 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 laws.

Feel free to contact contact us so we can help.

Check out our how it works page.

How much you can invest in the different offerings on the Republic platform primarily depends on the type of offering you are investing in and your accredited investor status. 

To know how much you can invest in any offering on Republic, you must first understand whether you qualify as an accredited investor or not.

Many of the offerings hosted on Republic are listed under Regulation Crowdfunding, also referred to as Reg CF. If you are an accredited investor, there are no investment limits for investing in Reg CF campaigns. Learn more here.

If you are a non-accredited investor, your investment limits for Reg CF campaigns depend primarily on your annual income level and net worth. To learn more about how much you can invest in Reg CF campaigns as a non-accredited investor, click here. 

Regulation A/A+ offerings have different investment limits for different investor types as well. There are no limits to how much accredited investors can invest in Reg A/A+ offerings, while non-accredited investors can invest up to 10% of their net worth or annual income per offering, whichever is greater.

Regulation Crowdfunding investments and limits do not affect your investment limits under Regulation A/A+ or vice versa.

Republic will contact you to update this info from time to time, but you can always do so by clicking this link to access your portfolio and update your disclosures.

Failure to provide true and correct information regarding your income, net worth, or previous investments may result in your investment commitments being cancelled and your account frozen.

If the campaign reaches its maximum goal, no more investments can be accepted and all of the subsequently made investment commitments are added to the waitlist.

If one of the earlier investors decides to cancel or doesn’t fund their investment commitment in time, space opens up and investors from the waitlist are granted an allocation.

The order of the waitlist is determined by:

1. the time when investment commitment was made
2. the investment amount*

Generally, first, the earliest investors to join the waitlist are considered for an allocation.

* For example, If space opens up for a $1,000 allocation and your waitlisted investment commitment $1,500, you won't get in, but the investor 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.

Each waitlisted investment commitment is a legally binding commitment and is not cancellable by the investor during the final 48 hours of each campaign. After the campaign ends, you cannot edit your waitlist investment commitment, even if waiting for an allocation.

No money will be drawn from your account while you are waitlisted regardless of your payment method.

If and when your investment clears off the waitlist, your payment method will be charged, and you will receive an email confirming your allocation in the deal. It means that investment commitments ahead of you were not paid and were cancelled.

How does the waitlist affect my investment limit?
Whether the investment commitment is waitlisted, it counts towards your Reg CF investment limit. For example, if your investment limit is $2,200 and your only investment of $500 is waitlisted, you’ll only have $1,700 to invest for the next 12-month period. If you don’t make it off the waitlist, your investment commitment will be cancelled and your remaining investment will jump back from $1,700 to $2,200.

You will generally know whether you made it off the waitlist within 2-3 weeks after the offering ends. In special situations, the settlement process may take longer.

What if my payment method fails if I am taken off the waitlist?
Your investment commitment may be forfeited for failure to make timely payment.

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:

• increase your total investment to $1,800 ($1,000 finalized + $600 new + $200 increase),
• decrease your total investment to $1,200 ($1,000 locked + $200 new), 
• cancel your $600 investment (prior to the cancellation deadline) and be left with the original $1,000 investment
• but you could not reduce your total investment below $1,000.

What is the SAFE? 

A Simple Agreement for Future Equity

A SAFE is an investment contract between investors and companies looking to raise capital. Individuals make investments in exchange for the chance to earn a return—in the form of equity in the company—if the company experiences another round of financing, conducts a token-generation event*, is acquired or has an IPO.

The SAFE was created by Y Combinator and can be customized infinitesimally. Generally, SAFEs are financial instrument widely used by angels and VCs investing in startups. 

* Recently, companies in the blockchain space have started using SAFEs as a way to sell tokenized equity, you should read these SAFE specifically for the terms and conditions associated with conversion and the risks associated with holding shares on a blockchain.

How does it work? 

Investors using the SAFE get a financial stake in the company, but are not immediately holders of stock. Investments are converted to equity if certain “trigger events” occur, such as the company’s future financing, acquisition, IPO or another event pre-determined by the SAFE.

Risk note: trigger events are not guaranteed. Investors should see them only as possibilities.

How much can I earn? 

Your return depends on your investment amount, the company’s exit valuation (how much the company is worth if and when the trigger event happens), and the terms of the SAFE.

Risk note: If there is never an exit valuation you may never get a return on your investment.

Terms of the SAFE 

Each company can customize its SAFE, including or excluding certain provisions. Most include a valuation cap and a discount, others simply specify the price at which shares can be acquired in the future. If the SAFE includes both a valuation cap and a discount, the provision more favorable to the investor applies if there is ever a trigger event.

The below are examples of terms found in a SAFE, you may see all or some of them.

Valuation cap 

The valuation cap specifies the maximum valuation at which the investment converts into equity shares or cash. This means that investors, when a trigger event occurs, receive equity shares or cash at the valuation cap price—no matter the valuation at which the company sells. Therefore, the higher the valuation of the company at the time of sale, the greater the investor’s return.

Discount 

If a trigger event for the company occurs, the discount provision gives investors equity shares (or equal value in cash) at a reduced price relative to what others pay at IPO or for the company’s acquisition.

Price per share 

The price per share denotes the cost per share at the time the investment converts into equity shares or cash. This means that investors, when a trigger event occurs, receive equity shares or cash as if they had purchased shares at the time of the SAFE purchase at the specified price.

FAQ

When can I expect a return?

Investors can earn a return, if a trigger event occurs at a certain price threshold. Although trigger events sometimes happen earlier, many don’t occur for 4-6 years after the initial investment, and some take even longer.

Risk note: Startup investing is risky, so there’s no guarantee of a return on this kind of investment.

Can I sell my SAFE?

In general, you can only sell a SAFE after one year from purchase date and only if you find a buyer, which might not be easy to do. Some SAFEs restrict liquidity further, check the terms and conditions.

Will my SAFE get converted in the startup’s next round?

In the event of a subsequent equity financing round, the company will generally convert the SAFE. Please consult the SAFE for further details.

What is a custodial account?

A custodial account is a bank account that can be used to hold your investments (in legal speak, your securities). Unlike when you make investments on Republic without a custodial account, a custodial account allows you to name a beneficiary and accept payments such as dividend distributions or cash payouts. Custodial accounts are not managed or held by Republic; instead, our escrow agent PrimeTrust manages them. A custodial account is like a box you can passively hold your investments in safely and securely with a bank, making sure no one can claim your investment without your consent.

Why do I need to use a custodial account?

In short: because it's better for you and the company you've invested in.

Traditionally, when making investments on Republic, and other Reg CF platforms, investors purchase their securities directly. In other words, just like you can buy a toaster on Amazon and hold it in your hands, securities purchased directly are held by you, the investor, not a broker or other intermediary like most publicly traded securities (like AAPL).

Some companies have moved toward an issuance model where investors may only purchase the securities if a third-party bank can hold the security for them. Companies do this to ensure that all securities they sell during their campaign are in the same place. This means if a liquidity event occurs or other actions with respect to the securities are necessary, the company can look to one bank to service the securities, rather than each individual (which can get very difficult if there are thousands of investors!). If a company is requiring custodial accounts to participate in their campaign on Republic, is the only way to participate.  

How do I create a custodial account?

It's completely automated between Republic and PrimeTrust: you don’t need to do anything except filling out your information when prompted. It is then sent securely to PrimeTrust, and an account is opened in your name.

Does this cost me anything?

No! Opening a custodial account is free. We think it provides some great investor protections. Note, if you ever want to move your securities out of your custodial account if they are not freely tradeable or not cash equivalent, you may incur a fee to do so, learn more here.

What can I do with my account?

Great question, and the answer is, whatever you want. You can either use your account with Prime Trust to act as a wallet or safety deposit box for your securities purchase on Republic. But by logging into your account on PrimeTrust you can unlock a suite of other options, like opening up an IRA, trading crypto and holding cash.

What are the benefits of using custodial accounts for the investor and the company?

For investors, it means their security interest will be held by a bank, meaning it can’t be lost like an email or a piece of paper. Having an account means you can designate transfer on death rights and better integrate your holdings into your estate planning. For companies, it can drastically increase efficiency by reducing their cap table management costs and by keeping their cap tables clean, helping them raise future rounds. When exits occur, providing their holders cash or securities is easiest to do all in one place.

It depends.

If the campaign has more than 48 hours before the deadline, you can increase, decrease or cancel your waitlisted investment commitment.

If the campaign has less than 48 hours before the deadline, you can increase your waitlisted investment commitment.

If the campaign has passed the deadline, you cannot adjust your waitlisted investment commitment, it can only be accepted or rejected by the startup during the reconcilliation process - this can take 60 or more days to complete.

As a financial institution, just like your bank or broker, we need to be able to verify each investor's identity. This is not just helpful for the startups we host (imagine trying to issue shares to someone who doesn't exist) it is also required under U.S. federal law to prevent terrorist financing and money laundering.

From time to time, you may be prompted to provide your SSN, ID or Passport (and if you are investing as an entity, relevant documents for your entity) to complete an investment. Which of these is asked for will depend on, and is specific, to your situation. We collect this data to verify who you are and to make sure you are not on a list that would prevent the startup from doing business with you.

When we collect your personal identifying information, it's sent through a secure link to an established third party verification service (same one that AngelList uses), we do not retain it. If your documents and numbers are cleared, there will be no further action required, if something isn't right, we will reach out and help you fix it.

We want everyone to be able to invest on Republic, however, failure to provide requested documents or information will result in your investment commitment being cancelled.

No.

Please never send Republic or a company conducting a campaign on Republic a check.

As a regulated securities portal, Republic an only facilitate investments online using this website (republic.co).

If you send a check to Republic or a company conducting a campaign on Republic, the check will be returned to you, without interest or deduction, and no investment commitment will be have been made or recognized.

A value-add investor brings more to a company than an investment. These "smart money" investors can contribute to a company's growth by contributing much-needed skills, making important networking introductions, and utilizing their resources to help fill in specific gaps.

The true power of Republic lies in the value-add that every investor offers to startups. By contributing your knowledge, your connections, and your skill set to your portfolio company, you're not just helping them — you're supporting a robust startup ecosystem.

In May of 2020, the SEC released special conditional rules for certain companies that launch Reg. CF campaigns between May 4, 2020 and February 28, 2021. These rules can apply to these deals through September 1, 2021 per the SEC's extension of the COVID-19 rules.

If a company has been adversely impacted by COVID-19, and is approved to take advantage of the conditional rules by Republic's investment committee, their campaign on Republic will be subject to slightly modified rules:

Republic occasionally hosts information about offerings that are not open to the public. For example, the Republic Deal Room for accredited investors has strict confidentiality requirements due to the nature of private Regulation D offerings on our platform.

The Republic Deal Room is maintained by Republic Core LLC, Republic's technology hub,

A Crowd SAFE can convert to stock of the issuing company for a variety of reasons. When your Crowd SAFE converts to equity, such shares are restricted securities and subject to limitations on transfer. 

Equity financing: If an equity financing occurs, this can entitle holders of the Crowd SAFE to shares in the company while it is still private. These shares may be sellable on the private market, if the holder follows the rules, they are subject to (which are determined by where the holder is domiciled and where the potential buyer is domiciled), but there will be no public market at the time of receipt. 

Change of Control – Acquisition: If the company that provided you a Crowd SAFE is purchased and issues stock, it may be stock of the company or stock of the acquiror. If the company remains private these shares may be sellable on the private market, if the holder follows the rules they are subject to (which are determined by where the holder is domiciled and where the potential buyer is domiciled), but there will be no public market at the time of receipt. If the acquiror is public and you receive public stock, you can trade them on public markets, see more on that below;

Change of Control – Public Offering (IPO): If the company that issued you a Crowd SAFE goes public; your Crowd SAFE can be converted into publicly traded shares. To sell these shares, you will need to work with the issuing company’s transfer agent to have the shares sold by a broker. If you already have a broker, this will be rather simple, if you do not have a broker, you will need to retain one. If you are not located in the United States, this may prove difficult and you should talk with your investment advisers to determine if it is feasible, even if you are an expat.

Learn more here:

• https://roundtablewealth.com/resources/american-expat-brokerage-accounts/;
• https://www.fool.com/the-ascent/buying-stocks/articles/how-to-open-a-brokerage-account-a-step-by-step-guide/;
• https://pocketsense.com/open-brokerage-account-nonresident-5779951.html
• Does Republic allow international investors?
  Remember to always determine if you can invest on Republic before making an investment decision.

Securities purchased through Reg D are considered "restricted securities".

What are restricted securities?

“Restricted securities” are previously-issued securities held by security holders that are not freely tradable. Securities Act Rule 144(a)(3) identifies what offerings produce restricted securities. After such a transaction, the security holders can only resell the securities into the market by using an effective registration statement under the Securities Act or a valid exemption from registration for the resale, such as Rule 144.

Rule 144 is a "safe harbor" under Section 4(a)(1) providing objective standards that a security holder can rely on to meet the requirements of that exemption. Rule 144 permits the resale of restricted securities if a number of conditions are met, including holding the securities for six months or one year, depending on whether the issuer has been filing reports under the Exchange Act. Rule 144 may limit the amount of securities that can be sold at one time and may restrict the manner of sale, depending on whether the security holder is an affiliate. An affiliate of a company is a person that, directly, or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, the company.

How can an investor resell non-restricted securities?

An investor that is not affiliated with the issuer and wishes to sell securities that are not restricted must either register the transaction or have an exemption for the transaction. An exemption commonly relied upon for the resale of the securities is Section 4(a)(1) of the Securities Act which is available to any person other than an issuer, underwriter or dealer.  Please be aware that several exemptions, including the exemptions under Regulation D, are only available for offers and sales by an issuer of securities to initial purchasers and are not available to any affiliate of the issuer or to any person for resales of the securities.

Securities acquired under Reg S may also be restricted from being resold in the United States during a "compliance period" which may be up to one year from their issuance.

Securities purchased through Reg D are considered "restricted securities".

What are restricted securities?

“Restricted securities” are previously-issued securities held by security holders that are not freely tradable. Securities Act Rule 144(a)(3) identifies what offerings produce restricted securities. After such a transaction, the security holders can only resell the securities into the market by using an effective registration statement under the Securities Act or a valid exemption from registration for the resale, such as Rule 144.

Rule 144 is a "safe harbor" under Section 4(a)(1) providing objective standards that a security holder can rely on to meet the requirements of that exemption. Rule 144 permits the resale of restricted securities if a number of conditions are met, including holding the securities for six months or one year, depending on whether the issuer has been filing reports under the Exchange Act. Rule 144 may limit the amount of securities that can be sold at one time and may restrict the manner of sale, depending on whether the security holder is an affiliate. An affiliate of a company is a person that, directly, or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, the company.

How can an investor resell non-restricted securities?

An investor that is not affiliated with the issuer and wishes to sell securities that are not restricted must either register the transaction or have an exemption for the transaction. An exemption commonly relied upon for the resale of the securities is Section 4(a)(1) of the Securities Act which is available to any person other than an issuer, underwriter or dealer.  Please be aware that several exemptions, including the exemptions under Regulation D, are only available for offers and sales by an issuer of securities to initial purchasers and are not available to any affiliate of the issuer or to any person for resales of the securities.

There are no investment limits for accredited investors investing in Reg CF campaigns. Once you have self-certified yourself (or you have previously been verified) as an accredited investor on the platform, you are able to invest without limits. Note, your self-certification may be randomly selected for audit or questioned, so please be truthful as providing a false representation is a violation of our terms of service and can result in your accounting being suspended.

If you’re a non-accredited investor, the amount you can invest during any 12 month period depends on your annual income level and net worth. As a non-accredited investor, you can invest the greater of 

• $2,200; or

• If your annual income or net worth is less than $107,000, you can invest 5% of the greater of your annual income or net worth; or 

• If both your income and net worth are equal to or more than $107,000, you can invest 10% of the greater of your annual income or net worth, not to exceed an amount of $107,000.

• Republic can help you track your investment limits if you sign in and add your income and net worth information here: https://republic.co/settings/investor-settings

• Remember this limit applies across all Reg CF deals, so if you invest in Reg CF deals on other platforms, you will need to disclose this too (and keep the disclosure updated) so we properly track your limit.

An investment reservation is an indication of your interest to invest a certain amount in the event that the company subsequently launches an offering of securities. If and when that happens, your reservation will grant you a non-binding allocation for the first 7 days that the offering is live. During this time, you must confirm your investment or else at the end of those 7 days all unconfirmed reservations will be cancelled and their allocations freed up.

Here is an example: if the purchaser invests 1 BTC and BTC is worth $1,000 as the provided conversion rate at the time of purchase, the purchaser will get a refund equal to $1,000 worth of BTC, which may equate to less or more than one BTC, depending on the conversion rate at the time of refund. Gas costs and transaction fees will also be deducted in each case (the initial investment and any refund). Pay with crypto at your own risk!

Yes, startup investing is very risky. Learn more here.

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:

• You will receive a notification announcing when the rolling close will happen (5 business days or more in advance)
• If you don’t cancel or lower your investment, it will become finalized at the rolling close date, just like at the end of the regular campaign. You will not be able to change it after the rolling close.
• The funds raised to date and closed upon will be sent to the startup, and their campaign will continue.
• If you wish to cancel or lower your investment, do so more than 48 hours before the announced rolling close date. You will get a refund like you normally would.
• If you wish to increase your investment in the startup after the rolling close, you can do so, but it will be treated as a new investment. Learn more

See also: When can a startup to do a rolling close?

Many startups raising on Republic may choose do a rolling close if their campaign has already raised double its minimum target amount and will have more than 21 days left at the end of the closing. 

To do this, the startups must pre-disclose their ability to do the rolling close in their Form C and receive permission from Republic before conducting each close.

Republic may set other terms and conditions to allow a startup to conduct a rolling close.

Startups which conduct rolling closes on Republic must covenant to return the funds if they ultimately withdraw their campaigns.

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's crowdfunding portal (OpenDeal Portal LLC) is viewable on our All Companies page. But how does a company conducting a Reg CF offering 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; and

(iii) be featured in Republic's social media advertisements.

Certain companies may appear on other landing pages, these are meant to objectively identify which companies are participating in certain programs Republic participates with. For example, Meet the Drapers participants will always appear on the Meet the Drapers landing page and offerings providing real estate investment opportunities will always appear on the Republic Real Estate landing page. Appearing on a topic specific page is not an endorsement of a company's offering.

Companies conducting offerings with or by Fig Publishing, Inc., OpenDeal Broker LLC, Republic Advisory Services, Republic Real Estate or other affiliates of OpenDeal Portal LLC are not subject to this policy and may appear on the home page or nowhere publicly accessible on the site. 

Republic reserves the right to change this policy without notice, this policy was last updated on September 15, 2020. Version 2.0.

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 🌟

A membership interest represents an investor's (called a "member") ownership stake in an LLC. A person who holds a membership interest has a profit and voting interest in the LLC (although these may be amended by contract). Ownership in an LLC can be expressed by percentage ownership interest or membership units.

An LLC is different from a corporation in that it is able to distribute its membership interests in any way it wishes, regardless of the amount of capital contribution a member makes to the company. In addition, an LLC can have different classes of membership interests, which enables it to allocate profits and voting rights in a special manner.

A membership interest is frequently represented in the admission of the investor's name to the LLC to a ledger, this means no certificated security instruments may be issued to membership interest holders aka members.

If an LLC is profitable, the Manager (equivalent to CEO) may make distributions to member's on a pro-rated or other basis. Therefore like holding stock entitled to dividends, holding membership interests may entitle a holder to distributions.

If an LLC is sold or merges, the members will receive cash or other assets as consideration for their ownership right.

LLC's generally do not go public, but may be converted to a C-corp in anticipation of a public offering, this would make membership interest holders stock holders.

Republic is a diversified family of companies operating in the capital formation and community building space.

OpenDeal Inc. dba Republic is Republic's parent company.

OpenDeal Portal LLC dba Republic is Republic's regulated crowdfunding portal.

Republic Maximal LLC dba Republic Labs is Republic's exempt reporting adviser.

OpenDeal Broker LLC dba Capital R is Republic's registered broker dealer.

Republic Crypto LLC dba Republic Advisory Services is Republic's blockchain advisory company.

Republic Core LLC (Republic Core) is Republic's captive technology and related services provider.

Republic Compound LLC dba Republic Real Estate is Republic's real estate investment organizer, manager and business advisor.

To receive access to potential investment opportunities for accredited investors, certify your accreditation in investor settings.

A startup that has been marked as trending has received $25,000 or more investment commitments, from 100 or more investors within the last 3 days.

A share of stock represents an investor's (called a "shareholder") ownership stake in a Corporation. A person who holds a share has a financial interest in the Corporation - which may include voting rights, dividend rights and liquidity rights.

Preferred vs. Common Stock: An Overview 

There are many differences between preferred and common stock, many of which are affected by the Corporation's Charter. The main difference is that preferred stock usually do not give shareholders voting rights, while common stock does, usually at one vote per share owned.

Preferred Stock 

A main difference from common stock is that preferred stock generally comes with no voting rights. So when it comes time for a company to elect a board of directors or vote on any form of corporate policy, preferred shareholders have no voice in the future of the company. 

Preferred stock functions similarly to bonds since with preferred shares, shareholders are usually guaranteed a fixed dividend in perpetuity. The dividend yield of a preferred stock is calculated as the dollar amount of a dividend divided by the price of the stock. This is often based on the par value before a preferred stock is offered. It's commonly calculated as a percentage of the current market price after it begins trading. This is different from common stock which has variable dividends that are declared by the board of directors and never guaranteed. In fact, many companies do not pay out dividends to common stock at all. Like bonds, preferred shares also have a par value which is affected by interest rates. When interest rates rise, the value of the preferred stock declines, and vice versa. Dividend payments are never guaranteed and a company's financial position may prohibit them from making dividend payments.

Preferred Stock can also have other unique features, unlike common shares, preferred shares also have a call-ability feature which gives the issuing company the right to redeem the shares from the market after a predetermined time.

Common stock represents shares of ownership in a corporation and the type of stock in which most people invest. When people talk about stocks they are usually referring to common stock. In fact, the great majority of stock is issued is in this form. Common shares represent a claim on profits (dividends) and confer voting rights. Investors most often get one vote per share-owned to elect board members who oversee the major decisions made by management. Stockholders thus have the ability to exercise control over corporate policy and management issues compared to preferred shareholders.

When it comes to a company's dividends, the company's board of directors will decide whether or not to pay out a dividend to common stockholders. If a company misses a dividend, the common stockholder gets bumped back for a preferred stockholder, meaning paying the latter is a higher priority for the company. The claim over a company's income and earnings is most important during times of insolvency. Common stockholders are last in line for the company's assets. This means that when the company must liquidate and pay all creditors and bondholders, common stockholders will not receive any money until after the preferred shareholders are paid out.

On Republic, you can follow other users. Similar to other social websites, it allows you to easily follow their activity on Republic: 

• Investments — when the user who you are following invests and makes their investment public, you will get a notification.
• Posts and comments — when the user who you are following posts in a discussion section, or comments on a blog article, or on a public update, you will get a notification.
• Follows — when the user who you are following follows a startup or another user, you will get a notification.

Following the right people is a great way to discover deals. Look through the Reviews section of any startup and find people whose reasons for investing you find thoughtful and compelling and follow them.

In turn, write thoughtful investment reason and build a following. The more people follow you, the more impact you can make with your investments!

Read more in our Blog about how to find investors for your business.

A startup that has been placed in the "Most traction in 3 days" section of Republic's homepage has received either the most, second-most, or third-most amount of investment volume over the last 3 days.

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 under federal law. 

However, there’s no guarantee that someone will be willing to buy it at that point. You must also ensure compliance with any applicable state or foreign law.

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. There is also the risk that you could also lose your entire investment if the company you invested in fails. 

Read more in our Blog about how to start investing.

You can cancel a Republic investment and receive a refund up until 48 hours before the campaign deadline or a closing, whichever comes first, 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.

Why do you need an Ether Wallet?

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.

Setting up an ether wallet using MyEtherWallet

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

• Your browser will give you an option of where to save this file. If this is the case, choose a SECURE location.
• Your browser will automatically save your file to the default download folder. We suggest that you immediately find this file, and move it to a more appropriate and secure folder.

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:

Click it!

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.

How to access your wallet on  MyEtherWallet if you already have one.

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, 

1. When obtaining liquidity such as through selling a position,
2. When earning interest, or 
3. When receiving and then selling a digital asset (token). 

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:

Crowd SAFE investments

• Information from Republic. 
• Information on tax relief for individual investors in seed and growth development stages.

Token DPA Investments

• This article on accounting for crypto-assets. 

Crowd SDA investments

• This article for information on tax implications of debt loans; this article and this one for information on tax information pertaining to capital gains and losses. 
• This article on taxes and loans. 

Crowd TPA investments

• This article on accounting for crypto-assets.

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 

1. raise their minimum funding goal before deadline and 
2. not withdraw their campaign for any other reason (legally, they can cancel their round any time during the campaign).

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.

You may receive a prompt as you login to your Republic account, or through email, to verify your identity in order to complete your investment or when investing, your social security number (SSN) may be requested. You may be flagged to verify your identity at the time of your first investment, or after a later investment made on the platform. 

Why do I need to provided my SSN or provide documents to confirm my identity? When you invest, Republic uses third party service providers to validate your identity and confirm you are not prevented from investing due to federal prohibitions on your activities. We ask that you provide an I.D. to confirm your identity. Many people have names shared by others, therefore we need an ID and other identifying information to make sure you are well, you! We take this step to protect you from identity theft and to ensure if you purchase securities, they are in the name of the right persons, it is standard for all investment programs. 

What do I need to do if prompted? You will be asked to submit an image of your identification document, which will be reviewed to ensure it is legitimate and has not been altered or manipulated. You can always check to see if we need your ID by going to https://republic.co/investor/verify.

How do I know this is secure? Your identification documents will be securely transferred to our partner for verification, Republic does not retain copies of documents you submit. 

Transfer Agents maintain a company’s records of ownership (i.e. who owns the securities the company has issued). Transfer Agents were created by federal law to ensure a licensed third party would facilitate the issuance, exchange, cancellation and payments related to, securities issued by a company. In short, the purpose of a Transfer Agent is to track each investor’s investment to facilitate the delivery of information, the exercise of voting rights (if they exist), the deliver of dividends (if holders are entitled to them) and the conversion or exchange of the security in the event of a liquidity event such as a change of control, merger or initial public offering. 

Transfer Agents participate in permissible transfers of outstanding securities, and when applicable, proxy voting, dividend/interest payments, further share issuance, transfers, lost shareholder searches, and much more.

Soon after the deal you have invested in closes, the issuing company should communicate with you regarding where the official records of your Security will be held. Please follow the instructions to create your account at the Transfer Agent, so your security is documented properly. Examples of Transfer Agents are, but not limited to, Carta, KoreConx, Vstock, ComputerShare and Securitize.

Record keeping of your private investments is not centralized, and you may have to track your position in private companies across many Transfer Agents and where applicable, a Custodial Account. We’d recommend that you take careful notes on all accounts where the records of your private securities are held, so at any moment of time you can check.

After you have made an investment commitment and the investment is "finalized", your historical position will be viewable on your Portfolio. Your Portfolio is a static page and will not be updated unless the company you invested in provides an update to Republic.

Otherwise, the best way to track your investment is to wait for updates from the company you invested in. As private securities are, by their nature, not liquid, there will rarely be a trading market or public price for the security you purchased. Most private investors estimate the value of their holdings by monitoring the valuation of the company they invested in at subsequent fundraising rounds. Additionally, to help you monitor your investment value, most portfolio companies will provide updates of their progress and will also publish updated financials about year after their original campaign.

A warrant is a right to purchase a security at some point in the future. Warrants will come with a strike price, which is the price you can purchase the security at. 

For example, imagine the strike price for a warrant is $1. If the securities are trading or available for less than $1, the warrant would be "out of the money", meaning you would lose money purchasing the security through the warrant because the strike price is more than the open market price. 

Conversely, if the securities are trading or available for more than $1, the warrant would be "in the money", meaning you would make money by purchasing the security through the warrant because the strike price is less than the open market price.

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.

See our FAQ about non-US investors here for more information.

The terms of each campaign on Republic, from the type of security being sold, to who can participate, is determined by each company raising on Republic. 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 may invest using your credit/debit cards or via a wire transfer. 

If the investor lives outside the United States, it is the investor’s responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase of the securities, including obtaining required governmental or other consents or observing any other required legal or other formalities. 

Each company on Republic reserves the right to deny the purchase of the securities by any foreign purchaser.

At the Ontario Securities Commission’s request, investors who reside within their jurisdiction are currently prohibited from participating in all investment opportunities on Republic. We are working to remove this limitation.

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.

Certain deals not facilitated under Regulation Crowdfunding may only be accessed by accredited investors.

At the Ontario Securities Commission’s request, investors who reside within their jurisdiction are currently prohibited from participate in all investment opportunities on Republic. We are working to remove this limitation.

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:

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 Regulation Crowdfunding's 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.

Regulation Crowdfunding investments and limits do not affect your investment limits under Regulation A.

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.

At the Ontario Securities Commission’s request, investors who reside within their jurisdiction are currently prohibited from participate in all investment opportunities on Republic. We are working to remove this limitation.

If the investor lives outside the United States, it is the investor’s responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase of the securities, including obtaining required governmental or other consents or observing any other required legal or other formalities. 

Each company on Republic reserves the right to deny the purchase of the securities by any foreign purchaser.

Canadian investors should consult with their local regulators and each company's Form C before investing.

OpenDeal Broker LLC. is held to the legal standards under applicable federal and state securities laws, and the rules of self-regulatory organizations for broker-dealers such as FINRA. Among other things, these regulations require broker-dealers to have reasonable grounds for believing that any security that we specifically present to you is suitable given your investment objectives and other risk factors. Your investment may have been deemed not suitable for you based on your responses to the suitability questionnaire you completed before/after investing. If you would like more information or believe that you are suitable to invest in a specific offering please contact us at [email protected]

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.

From time to time, Republic reserves the right to award Users with Promo Codes which can be used to pay for part of their investment commitment.

Promo Codes are subject to our Terms of Service. If you are entitled to a Promo Code, we will email you or you will receive notice in your Portfolio.

Promo Codes cannot be applied to an investment commitment retroactively, so if you have one, make sure to use the code before finishing an investment commitment.

Please do not email us and ask for a Promo Code, as we do not award them this way.

Reg A is an exemption from the registration requirements, allowing companies to offer and sell their securities without having to register the offering with the SEC. Companies relying on a Regulation A exemption can offer and sell their securities to the public under two different tiers that have two different requirements—up to $20M under Tier 1 and up to $50M in Tier 2

For Reg A/A+ offerings, a non-accredited investor can invest a maximum of 10% of their annual income or 10% of their net worth per offering, whichever is greater. There are no investment limits for accredited investors. 

Reg A offerings securities are federally unrestricted and can be sold immediately after purchase. However, these securities may be difficult to sell, and wide-ranging price fluctuations are common. There may be state law that affects the merchantability of the securities. Investing in these securities tend to be longer term investments.

Sometimes. Companies that conduct a Reg A are required to file annual and semiannual reports, along with periodic updates, with the SEC until certain thresholds are met to discontinue reporting. Other offerings may not require financial updates by the company after you have invested.

No, commitments are non-revocable.

Here we collected some of the commonly used legal terms.

Offering — a fancy word for the fundraising campaign. Every campaign is an offering of securities to the public, hence the name.

Issuer — the company or blockchain project fundraising (running an "Offering") on Republic. Must be a US legal entity.

Investment commitment — means a pledge to invest in an offering; it is revokable by either you or the company, subject to certain terms and conditions.

Target (or Minimum) Offering Amount — the initial fundraising goal of the company, they must reach this amount to have a successful offering.

An accredited investor under U.S. standard is any investor meeting criteria determined by the SEC under Rule 501.

An individual accredited investor is someone that has:

• A net worth in excess of $1,000,000, not including your primary residence; or

• Historic and expected income of over $200,000 (or $300,000 for couples) in a calendar year; or

• An individual holder in good standing of certain FINRA licenses, specifically the Series 7, Series 65, or the Series 82; or

• Knowledgeable employees of a fund with respect to investments in a private fund; or

• An executive of the issuer of an executive of the GP of the issuer.

An accredited investor as an entity is:

• Any business trust, partnership, or limited liability company with total assets worth more than $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person; or

• Any entity in which all of the equity owners are individual accredited investors; or

• Family offices with at least $5 million in assets under management and their “family clients”; or

• Spousal equivalent to the accredited investor definition, so that spousal equivalents may pool their finances for the purpose of qualifying as accredited investors; or

• Certain other specialized entities described in Rule 501.

Under SEC Rule 501, those qualifying as “accredited investors” may invest in deals not available to non-accredited investors — those who don’t meet the above criteria — as long as they can show documented proof towards their accreditation if prompted or audited.

Non-accredited investors can participate in Reg CF and A+ offerings with limits on how much they can invest, while accredited investors can do so without limits.

If and when accredited investors participate in Reg CF and Reg A+ deals, they do so without investment limits and without having their accreditation verified, whereas offerings under Reg D generally do require verification. The majority of deals hosted through Republic's platform are available to both accredited and non-accredited investors and all Republic deals under Reg CF and Reg A+ are open to both accredited and non-accredited investors.

Access accredited-only deals

If your net-worth and income disclosures grant you accreditation status in your investor settings, you may qualify for accredited-only deals run by OpenDeal Broker LLC or Republic Maximal LLC dba Republic Labs. Learn more

For U.S. individuals

Any government issued photo ID that is currently valid and not expired, including:

• Driver's license
• Passport

For foreign individuals

Must be currently valid and not expired:

• Passport

For address verification

• A scan of a mail item, bank statement or utility bill
• Dated within the last 90 days
• Showing your name and your full address in, as it appears in your investor profile

If you have an account with Fig, you can create a linked account on Republic. 

Log in to your account on Fig, then follow any link to Republic, for example, from fig.co/about

Next, when you create a profile on Republic, we'll automatically know that you have a Fig account — and we'll link the two. 

Linking will help once you start investing on both platforms. We'll eventually link your portfolio so you can see your Fig investments in your Republic portfolio. 

Your accounts stay separate — meaning that if you change your Fig password, it will not change on Republic. Or if you decide to delete your Republic account, your Fig account will stay intact.

What is a custodial account?

A custodial account is a bank account that can be used to hold your securities. Unlike when you buy securities on Republic without a custodial account, a custodial account allows you to name a beneficiary, as well as can accept payments such as dividend distributions or cash outs. Custodial accounts are not managed or held by Republic; instead our escrow agent, a Nevada trust called Prime Trust, manages them. A custodial account is like a box you can passively hold your securities in safely and securely with a bank making sure no one can take your security without your consent.

Why do I need to use a custodial account?

In short: because it's better for you and the company you’re investing in.

Traditionally, when making investments on Republic, and other Reg CF platforms, investors purchase their securities directly. In other words, just like you can buy a toaster on Amazon and hold it in your hands, securities purchased directly are held by you, the investor, not a broker or other intermediary like most publicly traded securities (like AAPL).

Some companies have moved toward an issuance model where investors may only purchase the securities if a third-party bank can hold the security for them. Companies do this to ensure that all securities they sell during their campaign are in the same place, this means if a liquidity event occurs or other actions with respect to the securities are necessary, the company can look to one bank to service the securities, rather than each individual (which can get very difficult if there are thousands of investors!). If a company is requiring custodial accounts to participate in their campaign on Republic, is the only way to participate.  

How do I create a custodial account?

It's completely automated between Republic and Prime Trust: you don’t need to do anything except filling out your information when prompted. It is then sent securely to Prime Trust, and an account is opened in your name.

Does this cost me anything?

No! Opening a custodial account is free. We think it provides some great investor protections. Note, if you ever want to move your securities out of your custodial account if they are not freely tradeable or not cash equivalent, you may incur a fee to do so, learn more here.

What can I do with my account?

Great question—the answer is, whatever you want. You can either use your account with Prime Trust to act as a wallet or safety deposit box for your securities purchase on Republic. But by logging into your account on Prime Trust, you can unlock a suite of other options, like opening up an IRA, trading crypto and holding cash.

What are the benefits of using custodial accounts for the investor and the company?

For investors, it means their security interest will be held by a bank, meaning it can’t be lost like an email or a piece of paper. Having an account means you can designate transfer on death rights and better integrate your holdings into your estate planning. 

For companies, it can drastically increase efficiency by reducing their cap table management costs and by keeping their cap tables clean, helping them raise future rounds. When exits occur, providing their holders cash or securities is easiest to do all in one place.

Republic has several investment arms: in addition to our public, all-access investment platform, we host private placements, which are only accessible to accredited investors.

Accredited-only deals are often later-stage, more established companies. These deals are typically private (i.e. there is no public solicitation), so you will not see them while browsing Republic's platform.

Minimum investment amounts per investor typically start at $10,000–$25,000, while the median investment amount is currently $200,000 per offering. 

Access: If your net-worth and income disclosures grant you accreditation status in your investor settings, you may qualify for accredited-only deals run by OpenDeal Broker LLC or Republic Maximal LLC dba Republic Labs.

Certain issuers may display amounts received in past offerings in the total amount raised dollar amount on their deal page. 

To qualify, the terms of the past offering and the Reg CF offering on Republic must be substantially the same––i.e. the same valuation, valuation cap, or price per share––and the previous offering must have occurred no later than 14 months from the date of the initial Form C filing.

There are multiple tiers of digital assets that are being offered, differing in price and lockup period. Each tier of digital asset is not equally available, so if space opens up and you are moved off of the waitlist, you will have the opportunity to invest in whichever tier of digital asset is available. If you decide you do not want to invest in that tier of digital asset, your waitlist spot will be lost. 

Because digital assets are issued on a blockchain, you'll need an address on the blockchain to receive them. If you subscribe to an offering of digital assets and are based outside of the United States, Republic will collect a valid public wallet address from you to ensure that you can receive the assets that you purchase. You should provide an address that: 1) belongs to you and 2) can receive assets on the blockchain where they are issued.

Crypto wallets allow you to hold, send, and receive digital assets securely on different blockchains.

Every wallet has a public address, or public key. Like your mailing address, your public wallet address tells others where to send crypto to you. Your public address is safe to share with others.

Every wallet also has a private key. Like your house key, your private key lets you send and spend the assets in your wallet. Your private key should never be shared, and Republic will never ask you for it.

Although you will need a wallet to hold digital assets on a blockchain, an address may not be requested to finalize your offering subscription. The terms of each digital asset offering are located in the subscription agreement. You can find this agreement on the deal page, under 'Documents.' We recommend reading it closely prior to investing on Republic. 

If you are having trouble accessing the assets in your wallet, we recommend that you contact your wallet provider.

Republic does not request, collect or store the private key to your wallet. We may collect a public wallet address from you if required to finalize your investment. We are unable to gain or restore access to your wallet with this public key. 

The digital asset option called 12-month “lockup” + 6 month vesting (“A1” in the PPM) is priced at $0.024/Cere Token. The Cere Token will be the native unit of value on the Cere Protocol and used to interact within its blockchain-based ecosystem. 

This option has a lockup that works as follows:

• 50% released on the date that is 12 months from the date that the issuer and Cere team release an ERC-20 token to non-US buyers. 

• The remainder will be released in equal amounts every 90 days thereafter for a period of 180 days.

The digital asset option called 12-month “lockup” + 12 month vesting (“A2” in the PPM) is priced at $0.020/Cere Token. 

This option has a lockup that works as follows:

• 25% released on the date that is 12 months from the date that the issuer and Cere team release an ERC-20 token to non-US buyers. 

• The remainder to be released in equal amount every 90 days thereafter for a period of 360 days.

In either case, you will not receive an ERC-20 token, and if the Cere Network did not launch by the 12-month date, you will not receive your Cere Tokens until they are ready (Network Launch), but the lockup and vesting will still be considered to have started.

The digital asset option called No lockup + 12-month vesting (“A1” in the PPM) is priced at $0.024/Cere Token. Before the Cere Network Launches, you will receive an ERC-20 digital asset that can be exchanged for the native Cere Token when the Cere Network launches. 

This option has a lockup that works as follows:

• 7.7% of the number of digital assets purchased will be released on the date when the issuer first distributes the ERC-20 to the public, as determined by the Company in its reasonable discretion

• The remainder to be released in equal amount every 90 days thereafter for a period of 360 days.

The digital asset option called No lockup + 18-month vesting (“A2” in the PPM) is priced at $0.020/Cere Token. Before the Cere Network Launches, you will receive an ERC-20 token that can be exchanged for the native Cere Token when the Cere Network launches. 

This option has a lockup that works as follows:

• 7.2% of the number of digital assets purchased will be released on the date when the issuer first distributes the ERC-20 to the public, as determined by the Company in its reasonable discretion

• The remainder to be released in equal amount every 90 days thereafter for a period of 540 days.

The digital asset option called No lockup or vesting (“B” in the PPM) is priced at $0.035/Cere Token and will be delivered on the date when the issuer first distributes the ERC-20 to the public. This option is not subject to the above lockups or vesting.

If you believe that your wallet security has been compromised, we advise you to contact your wallet provider. Republic is not a custodian of your digital assets.

Prior to asset distribution, you will have a limited window of time to update the wallet address that receives them. Navigate to your Republic wallet, select the asset that you wish to modify, and click the Edit link next to your wallet address. 

For security purposes, customer support cannot modify a wallet address on your behalf. You must log in to your account to change it. To prevent unauthorized modifications, we strongly recommend enabling multi-factor authentication in your Security settings. 

Once your address enters the distribution queue, address modification will be disabled in your Republic wallet. You will receive an email notification when your digital assets have been deposited.

You sign up for Autopilot by selecting the total amount of money you are willing to invest in the program and per startup. When a company meets the Autopilot requirements, you will automatically invest in the deal and get notified about the investment.

Autopilot helps you passively build a diversified portfolio of vetted startups. Active investing can be exciting and engaging, however, it can also be time intensive. Sometimes, you may miss a deal you wanted to invest in. Autopilot allows you to allocate capital passively and on a more steady schedule.

It’s free for investors. There are no hidden fees or future costs.

You can cancel any deal you invest in through Autopilot up until 48 hours before the close of each campaign.

Yes, you can turn off Autopilot at any time.

All campaigns that you invest in through Autopilot will have (i) $150,000+ raised, (ii) 100 or more investors, (iii) have reached at least 2x their minimum campaign goal, and (iv) a Crowd SAFE as their security instrument. We will notify you at least one week in advance if these terms are changed for any reason. We reserve the right to change these criteria at any time.

You will receive an email every time you invest in the deal through Autopilot.

You will be charged every time a deal meets the Autopilot requirements.

You may change your payment method at any time by going to your Autopilot settings.

You can do so by going to the company's investment page in your portfolio and changing your total investment amount. Remember, you can only do this before the deadline, once the deadline passes you cannot increase your investment amount, and during the last 48 hours before the deadline, you may not decrease your investment amount.

We plan to allow you to customize your Autopilot to only include certain industries in the future.

It depends on the type of the investment. For example, equity investments and debt investments have different ways that investors see a return. 

One of the great attributes of equity real estate investing is that returns can be generated from both income and capital appreciation. Income returns, paid out in the form of dividends, are earned from rental income (less operating expenses such as property tax, insurance, maintenance, and mortgage debt). Capital appreciation occurs when the value of a property increases over time and is realized when the property is sold. 

For more information about returns, check out the deal page and offering documentation for each investment opportunity. 

Professional investors approach investing in startups and real estate differently. One common strategy for startup investing is to invest in many companies, expecting many of those investments to fail and a select few to provide large, outsize returns. Real estate investing is typically less risky* than investing in startups and therefore doesn’t have the 100x or 1000x return potential that a startup might. As such, the goal of real estate investing is to make a return on every investment. 

*All investments, even those backed by real property, are subject to risk.

Read more in our Blog about how to invest in real estate.

We believe that successful real estate investment requires a strategy that permits favorable purchases, effective asset management, and timely disposition of those assets. We screen and review each sponsor for certain criteria before making a final decision to list offerings on Republic Real Estate. When Republic Real Estate offerings are hosted by affiliated entities, they must pass those entity's diligence standards too.

Returns will vary based on the investment opportunity, and Republic Real Estate intends to offer opportunities that provide returns competitive with those of other industry leaders. The average annual returns in long-term real estate investing vary based on a number of factors. According to the National Council of Real Estate Investment Fiduciaries (NCREIF), the average annualized return between 1994 and 2019 for private commercial real estate properties was 9.4%. Meanwhile, real estate investment trusts (REITS) provided an average annual return of 10.5% over the same timeframe. 

The short answer is: it depends. Typical investment periods could be as short as 1 year and as long as 10 years. Each deal page and offering documentation will include information on the time frame for any given investment opportunity. 

It depends. Check out each deal page and offering documentation for information on the investment’s projected time frame. 

It depends on the specifics of the investment opportunity. Check out the deal page and offering docs for each investment opportunity for more details on the tax implications of any given offering. When in doubt, please check with an attorney that specializes in tax advice.

Republic launched its real estate vertical in June 2020 by acquiring real estate investment company Compound. Republic Real Estate brings you access to high-quality real estate investment opportunities to complement your existing Republic startup investment portfolio. 

The Compound team joined Republic, bringing their real estate expertise and decades of investment experience through various market cycles. Compound was backed by notable investors like NEA, Founders Fund, Global Founders Capital, and Kairos.

After the sharedrop is over, you will get a Crowd SAFE — an agreement for future equity. This agreement entitles holders to receive equity or cash in the future if the company (in this case, Linen App) gets acquired, goes public, or if certain other conditions are met — that's why it's called the future equity. Crowd SAFE is the standard security agreement used by investors and companies fundraising on Republic.  Learn more about the Crowd SAFE

It may take some time (24 hours or more) for your balance to update. Please refer to the date of the last update shown on this page above. If you think your balance is not correct, please contact us.

It may take some time to show up, but your reward will be credited the next time we update all balances. You will be notified by email when your balance is updated.

At this time, the only way to get an investment in the Linen App is by completing the tasks described on this page. These tasks include downloading and signing up for the Linen App and referring users who sign up for the Linen App using your referral code. You can refer as many people as you'd like.

They want to develop a new relationship with their early members, in which the members have an opportunity to benefit financially if Linen App does well. If early users love the app, they will help increase the app’s network effects by evangelizing the product. This could help Linen App grow faster and become a more valuable company.

Like any other investment in early stage startups, there's no guarantee of a return. The return is possible if the company either goes public (does an IPO) or gets acquired at a high valuation. This may take years. Learn how the Crowd SAFE works

First, lets establish what an airdrop is. An airdrop is a promotional tool used by companies to "drop" things of value on to prospective users to increase visibility and marketability of that thing.

At Republic, we've applied this concept to the securities laws to allow companies to "drop" equity or the right to equity to their users and supporters. Like an airdrop, participants aren't required to pay to receive the dropped item, but instead they contribute value through personal identifiable information and the network effect of using or holding the good.

Republic is the first place to provide the ability for companies to conduct Sharedrops  to unaccredited investors, using the Regulation Crowdfunding framework.