Yes, investors can take part in [crowdfunding] for rewards and investing to share in the success of the game.
Yes, investors can take part in [crowdfunding] for rewards and investing to share in the success of the game.
We evaluate the game and the developer to determine whether, in our opinion, they have the potential to generate significant income based on criteria such as experience and talent of the developer, the developer’s record for delivering games on time and within budget, our estimates of potential sales of the game and the extent of the game’s existing social community and fanbase.
Fig works with developers every step of the way. We care about what happens before, during, and after the campaign. Our team of experts work with developers to build a well-crafted campaign, develop marketing and PR strategies, and tap into a variety of publishing services based on each developer’s individual needs.
If you’d like your game to be considered, please fill out this form or or email us at pitches@fig.co
Fig uses the results of crowdpublishing campaigns to help inform its greenlighting process. If a campaign is “successful” Fig agrees to fund the game, and has also obtained market intelligence that the game is more likely to be a success.
Rewards:
Fans can discover new games and support studios they love through reward-based backing.
Please review our Rewards Questions section for further information.
Investing:
Accredited and non-accredited investors can share in the success of games developed by their favorite studios. Some of our smaller campaigns limit investment (but not rewards) to accredited investors only. Fig has a contract with each developer whereby Fig contributes development funding and receives a royalty stream in return. Fig sells its own stock, which we call Fig Gaming Shares. There is one series of Fig Game Share stock for each offering/video game. With Fig Gaming Shares, Fig offers stock that derives economic value from its royalty stream. It is not however an investment in, or purchase of, the royalty stream, it is one step removed. The royalty stream goes into a pool, from which Fig is obligated to dividend out a percentage (typically now 85%). Please review our Investor Questions section for further information.
Reg A:
In our Reg A offerings, which are typically our larger campaigns, both accredited and nonaccredited investors are able to purchase Fig Gaming Shares associated with a specific game or game consoles, which pay dividends based on that game's sales. Offerings for Fig Gaming Shares launch after a Securities and Exchange Commission (SEC) qualification process. An offering circular that describes the Fig Gaming Shares will be available to you, and you will have the option to invest. In some campaigns, you may first place reservations for investments in Fig Gaming Shares prior to the time the SEC qualification process completes. Please review our Investor Questions section for further information.
Fig is a Community Publisher that allows all gamers the opportunity to discover, back, pre-order and help fund the games and game consoles they love. Republic is a private investing platform which curates opportunities with high-growth potential across startups, real estate, crypto, and now video games via the acquisition of Fig. Fig was created to provide game studios and their fans a more balanced and sustainable approach to game development. We’re changing how games get made by bringing together fans and investors for the first time. Together, we can grow the games ecosystem, inspire new community-informed, investor-backed titles, and provide a creative platform for studios to bring their ideas to the people who matter most—their fans.
Game development studios can raise contributions to help develop their game in exchange for providing rewards to fans of the game. Users that contribute funds for a game receive rewards which can be anything from a copy of the game to a one-of-a-kind experience with the game studio and developers. Rewards crowdfunding is all-or-nothing, meaning if a game does not reach its overall campaign goal, nobody is charged and no funds are collected. Rewards crowdfunding campaigns may often run concurrently with investment crowdfunding campaigns in support of the same games.
You are investing in stock of Fig Publishing Inc., created to pay dividends based on the sales receipts from the game or game console, after it has been released. Fig receives a revenue share of the game or game console’s sales receipts from the developer as compensation for our publishing services. Those receipts are then apportioned between Fig and the investors, based on the proportion that the investment proceeds represents to the development amount paid to the developer. Please refer to the offering circular or private placement memorandum (as applicable) for a specific series of Fig Gaming Shares for further details of how dividends will be calculated for that series.
No, investments do not currently come with any campaign rewards. If you would like a copy of the game or another item, you will need to pledge in addition to investing.
Any rewards dollars received within the 6 months leading up to the game’s launch (or in early access) typically get counted towards a game’s revenue. Otherwise, if rewards dollars go toward the development of the game, they are not counted as revenue for investment purposes. Outside of these specific cases, rewards typically go directly to developers after a campaign succeeds.
You can send any investment-related questions to help@fig.co.
Investing in privately held companies and early-stage ventures is inherently risky. Risks include the possibility that game development is delayed or the game does not sell as well as anticipated. They also include holding your investment for periods of months or years with no ability to resell your securities. We discuss risks in all of our offering circulars under the heading “Risk Factors.” You can find as examples in the filings for Psychonauts 2 Game Shares and Wasteland 3 Fig Gaming Shares. Please make sure to read the Risk Factors in the offering circular or private placement memorandum relating to the Fig Gaming Shares that you may be considering investing in.
During game development, typically, from time to time developers send development updates directly to Fig Gaming Shareholders. We communicate to shareholders regarding any administrative matters relating to the shareholding, such as how to manage their shares through the transfer agent Computershare and the announcement of dividends.
Each offering of Fig Gaming Shares has a corresponding offering circular (typically larger campaigns) or private placement memorandum (typically smaller campaigns) that is made available to prospective investors.
Offering circulars are filed with the SEC, and are available on the campaign’s investment page, in the investment flow, and on the SEC’s website, where you can also find all of our SEC filings. We aim to have the offering circular available during the related campaign, but timing doesn’t always work out with the developer and/or SEC review process, in which case we’ll invite you to come back after the campaign to conclude an investment.
Similarly, private placement memorandums (if used instead of an offering circular) are available on the campaign’s investment page and in the investment flow, but are not filed with the SEC.
Our job is to make the offering circular accurate and complete, which is a process involving Fig, our lawyers and our accountants poring over the document, followed by an examination by the SEC. Investors can see the offering circular throughout the SEC examination process on the SEC’s website. At the end of that process, if the offering circular is then qualified by the SEC, we distribute the final offering circular to investors, and only then approach them to complete their investments. You can also read our blogs about investing on Fig.
For general information on investing, we encourage you to refer to www.investor.gov
When you invest in Fig Gaming Shares, your investment proceeds go into the general working capital of Fig Publishing Inc. However, we commit through the license agreement to provide the developer with a development funding amount that correlates to the funding goal reached in the campaign. Please note that all rewards funds go directly to the developer.
To verify your account, head to fig.co/users/confirmation/new and enter the email associated with your Fig account. Click “resend confirmation instructions” and you’ll be sent a new confirmation email with a link to verify your account.
To reset your password, head to fig.co/signin and click “forgot your password.” An email will be sent to the email account you used when signing up for Fig with a link to reset your password.
If you’re not receiving emails, please check your spam or junk mail folders and make sure that your emails are not accidentally being routed there. If you do see your Fig notification emails there, make sure to unmark as spam to ensure the successful delivery of future Fig emails to your inbox.
Each developer selects a minimum pledge amount that will unlock comments on their campaign. If you’re interested in getting involved with the game’s community, pledging that minimum amount will enable commenting.
At this time, Fig Gaming Shares are not listed on any stock exchanges, and generally you will not be able to resell or transfer your securities. The principal economic benefit of holding Fig Gaming Shares is expected to be the opportunity to receive dividends as described above.
Any distributions paid out to holders of Fig Gaming Shares constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed both our current and our accumulated earnings and profits, they will constitute a return of capital and will first reduce your basis in the Fig Gaming Shares, but not below zero. Please consult your own legal, tax and financial advisors for advice on your particular tax situation.
Dividends to be paid to non-US investors will be subject to a US withholding tax of 30%, although a reduced withholding rate, or an exemption from withholding, may apply if specified in an applicable tax treaty between the investor’s home country and the US. Investors can fill out a Form W-8 (available on the website of the US Internal Revenue Service) to claim reductions or exemptions based on their country's relevant tax treaties with the US. Different types of Form W-8 apply to different types of investors -- natural persons, businesses, etc.
You may be eligible to offset income with your investment basis when your Fig Gaming Shares are cancelled, which is expected to occurs if and when the amount of revenue being received from the associated game falls below a defined floor. See the offering circular or private placement memorandum relating to your Fig Gaming Shares for more details. Our offering circulars discuss certain typical US tax issues relevant to tax for US and Non-US investors under the heading, “Certain U.S. Federal Income Tax Considerations.”
Fig Gaming Shares pay dividends based on the sales receipts from the particular associated game, when the game is developed and released. Fig receives a revenue share of the game’s sales receipts, usually based on gross receipts net of platform and store fees, through a license agreement with the developer. Those receipts are then apportioned between Fig and the investors in the associated Fig Gaming Shares, based on the proportion that the investment proceeds represents to the development amount paid to the developer. Please refer to the offering circular relating to the specific series of Fig Gaming Shares that interests you for the details of how dividends for those Fig Gaming Shares will be calculated.
Dividends will begin to be paid after the game is developed and we begin receiving our revenue share from the game’s sales. In accordance with Delaware law, Fig’s board of directors must periodically declare the dividends to be made.
Fig commits to pay at least the minimum dividend rate specified for each different series of Fig Gaming Shares. This rate varies for each series of Fig Gaming Shares. To be clear, the minimum dividend rate will be applied against the allocable net receipts we receive during a payment period, per the license agreement with the developer, not our bottom-line profit.
When Fig enters into a licensing agreement for a game, the general idea is that the developer will finish making the game and Fig will partner with the developer to market it and get it into the right distribution and sales channels. Developers and Fig will both be promoting and marketing the game. So, when we talk about accounting for our costs, we mean the amounts Fig plans to spend to publish and promote that particular game in an effort to increase sales receipts, and also amounts to run our business. At the same time, we will strive to minimize what we hold back from 100% of sales receipts, for a good reason – our investors want as much of the 100% as we can give them, and if we want our business to succeed we will have to please our investors.
We’ve written a blog posting that goes into further explanation of the thought behind our minimum dividend rate.
Generally, dividends on Fig Gaming Shares will be declared at least every six months, as of every May 15 and November 15, and paid thereafter. The declaration and payment of dividends will only start after the related game is successfully developed and Fig begins to receive its revenue share.
The campaign and investment pages for each game will make it clear if Fig Gaming Shares are currently available for investment. If they are not, investors can reserve shares and complete their investment at a later date.
For our offerings conducted pursuant to Regulation A (generally our larger campaigns), we have a reservation-only period until the offering circular for those Fig Gaming Shares is qualified by the SEC. Once the offering circular is qualified and available, we will contact reservation holders to complete their investments. For these offerings, money is only transferred after the offering circular has been qualified and the investor has re-confirmed their investment and approved the transfer of funds.
Yes, simply email us at help@fig.co about how you would like to change your reservation.
Each one of our prospectuses is available publicly on the SEC’s website, 24/7. To see them all, go to www.sec.gov, then Company Filings, then enter Fig Publishing, then enter Filing Type 253. In addition, here are links to the two prospectuses you refer to: Wasteland 3 and Pillars of Eternity 2.
If you are an “accredited investor”, you have the opportunity to invest a minimum amount (such as $1,000) and up to a maximum amount, each of which will be set specifically for each game.
For our offerings available to non-accredited investors, generally, no sale may be made if the aggregate purchase price an investor pays is more than 10% of the greater of their annual income or their net worth (see Rule 251(d)(2)(i)(C) of Regulation A for all the details of this SEC imposed restriction). These rules do not apply to investors who are “accredited investors”.
Some campaigns, such as our smaller campaigns, are open to only accredited investors. Generally speaking for US investors, for an individual to qualify as an “accredited investor”, you must have a net worth of at least $1 million (excluding your primary residence) or have an income of at least $200,000 each year for the last two years or a combined income with your spouse of at least $300,000 each year for the last two years and have a reasonable expectation of earning the same amount this year. Here’s more information on the definition of “accredited investor” from the SEC’s website.
If you are a non-US investor, then it’s possible that you are not permitted to invest due to securities regulations in your home country.
We are working hard to broaden our offerings to make them available for more countries and to all non-accredited investors in the US.
Investments are available to certain eligible investors who live outside the US; however our securities may only be offered and sold in jurisdictions where such offers and sales are permitted by local laws. It is your responsibility to comply with the laws governing your investment in any Fig securities. We may follow up with you to verify that you are in compliance with such laws. Please review the terms and conditions of the offering documents. At this time, no persons from Ontario, Canada may participate.
In 2015, the U.S. Securities and Exchange Commission (“SEC”) adopted final rules mandated by Title IV of the Jumpstart Our Business Startups Act (“JOBS Act”), which amended Regulation A of the Securities Act of 1933, in order to make new investment opportunities available to investors other than “accredited investors”. The adoption of these new rules (referred to as “Regulation A+”, or just “Reg A”), which are divided into two tiers, permits companies to secure investments via crowdfunding for offerings up to $20 million in a 12-month period for a Tier 1 offering, and up to $75 million in a 12-month period for a Tier 2 offering. Further, the new rules allow companies to file less burdensome disclosure documents with the SEC than those required for a traditional IPO.
Fig uses Tier 2 of Regulation A+ for its offerings to non-accredited investors.
Yes, because if Fig were to sell its rights to a project, the proceeds of that would be considered revenue and would be distributed as dividends to investors. This is what occurred with Outer Wilds when the rights to the game were acquired from us by a third party prior to the game’s release.
Our current model is predicated principally upon Title IV (Regulation A+) and Title II (Rule 506(c)) of the US JOBS Act. We are very excited that the SEC passed new rules that made these parts of the JOBS Act effective. Regulation A+ is what is allowing us to offer investment opportunities to unaccredited investors, so that they can share in the potential success of games we are publishing.
Your shares will be held in book-entry electronic form and managed by our SEC-registered transfer agent, Computershare, Inc.. Feel free to contact us at help@fig.co if you have questions about how your shares will be held.
You may review your investment history in your Games Library on fig.co.
Dividends to be paid to non-US investors will also be subject to a US withholding tax of 30%, although a reduced withholding rate, or an exemption from withholding, may apply if specified in an applicable tax treaty between the investor’s home country and the US. Investors can fill out a Form a W-8BEN (available on the website of the US Internal Revenue Service) form to claim reductions or exemptions based on their country's relevant tax treaties with the US. Different types of Form W-8 apply to different types of investors -- natural persons, businesses, etc.
Our offering circulars discuss typical US tax issues relevant to also provide tax descriptions for US and Non-US investors under the heading, “Certain U.S. Federal Income Tax Considerations.”
Funding on Fig is all or nothing, so cards are only charged if a campaign meets or exceeds its goal. If a campaign is successful, your card will be charged at the end of the campaign, and you will receive a confirmation email from Fig.
To change your pledge, go to the campaign page and click "VIEW PLEDGE" and from there you can edit your pledge, edit your extras, or cancel.
If the campaign has ended recently, we can not process change requests, but we can issue a refund if you contact support with the "submit a request" button above, or you can email us at help@fig.co.
For rewards crowdfunding and preorder, Fig accepts pledges via Stripe. Stripe accepts most major credit cards including Visa, Mastercard, AmEx, and Discover. If you already have a Stripe account, Fig uses Stripe Connect, which means you can select “remember me” for fast and simple checkout on future Fig campaigns. For rewards crowdfunding, your payment is only completed once the campaign ends in a successful state. For preorder, the payment is completed immediately.
Republic Core LLC (“Core”) provides technology and support services to OpenDeal Inc. and its affiliates (collectively, the “Republic Ecosystem”). Republic Note holders and as well as users of the site and services maintained by the Republic Ecosystem, regardless of and their activities on or relating to the Republic Ecosystem, are subject to the applicable terms of service, in their entirety.
Core is currently conducting an offering of Republic Notes under Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) to persons who are accredited investors, as that term is defined in Rule 501. Only accredited investors are eligible to participate in the Rule 506(c) offering. Accredited investors who wish to participate in the Rule 506(c) offering should receive and review carefully the Private Placement Memorandum pertaining to that offering, as it contains important information for potential investors to consider prior to making an investment decision. Accredited investors who wish to participate in the Rule 506(c) offering will be required to (i) complete a subscription agreement, (ii) acknowledge that they have received and read the Private Placement Memorandum, and (iii) provide information verifying their status as accredited investors.
Core is also “testing the waters” with respect to the sale of Republic Notes under Regulation A of the Securities Act. The “testing the waters” process allows companies to determine whether there may be interest in an eventual offering of its securities to qualified purchasers under Regulation A. Core is not under any obligation to make an offering under Regulation A. No money or other consideration is being solicited for an offering under Regulation A at this time and, if sent, it will not be accepted.
Core may choose to make an offering to some, but not all, of the people who indicate an interest in investing, and that offering may or may not be made under Regulation A. For example, Core may choose to proceed with its offering under Rule 506(c) without ever conducting a Regulation A offering, in which case only accredited investors within the meaning of Rule 501 will be able to buy Republic Notes.
If and when Core conducts an offering under Regulation A of the Act, it will do so only once (i) it has filed an offering statement with the Securities and Exchange Commission (“SEC”), (ii) the SEC has qualified such offering statement and (iii) investors have subscribed to the offering in the manner provided for in the offering statement. The information in the offering statement will be more complete than any test-the-waters materials and could differ in important ways. Prospective investors who are interested in participating in the Regulation A offering must read the offering statement filed with the SEC, when that offering statement becomes publicly available.
No money or other consideration is being solicited at this time in connection with any potential Regulation A offering and, if tendered, will not be accepted. No offer to buy securities in a Regulation A offering can be accepted and no part of the purchase price can be received until an offering statement is qualified with the SEC. Any offer to buy securities may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance is given after the qualification date. Any indication of interest in Core’s offering involves no obligation or commitment of any kind.
Made in SF/NYC