Education

Crowdfunding generally refers to a financing method in which money is raised through soliciting relatively small individual investments or contributions from a large number of people. Over the last few years, crowdfunding websites in the United States have proven a popular way by which to solicit charitable donations and to raise funds for artistic endeavors like films and music recordings.

Under recently adopted rules, the general public now has the opportunity to participate in capital raising for small businesses.

You can only invest in a crowdfunding offering through the online platform, such as a website or a mobile app, of a broker-dealer or a funding portal such as flairexchange.com (“Flair Exchange” and the “Site”). Companies may not offer crowdfunding investments to you directly - they must use a broker-dealer or funding portal.

The funding portal must be registered with the SEC and be a member of the Financial Industry Regulatory Authority (FINRA). You can obtain information about our funding portal by visiting the SEC’s EDGAR website. Keep in mind that you will have to open an account with our funding portal in order to make an investment, all written communications relating to your crowdfunding investment will be electronic.

Flair Inc. runs flairexchange.com (“Flair Exchange” and the “Site”) and is the parent company of Flair Portal LLC. Flair Portal is an SEC registered funding portal (CRD #299140) and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Flair Portal operates sections of Flair Exchange and acts as an intermediary through which Issuers offer and sell their securities to potential investors pursuant to Section 4(a)(6) of the Securities Act of 1933, as amended. Flair Inc. is not regulated as either a broker-dealer or funding portal and is not a member of FINRA. Issuers that register with and are approved by the Site to sell securities are able to create and post offering materials on the Site for potential investors to review.

Information about specific offerings, including SEC-required documents, promotional material like videos, and communications about an offering, are publicly viewable on the site.

Potential investors interested in using the Site to participate in investment opportunities and/or to communicate on the site with others about them must register with the Site by opening an account. This entails providing certain personal and non-personal information to the Site, its affiliates and/or service providers prior to making an investment, including documentation related to the investor’s income and net worth. This information is used to verify an investor is qualified to invest in investment opportunities posted on this Site. For further information on investment limitations when using this Site, please see “Investment Limitations under Reg CF” below.

After opening an account, an investor will be able to search for various investment opportunities on the Site; review all campaign and investment materials posted on the Site; and communicate about a specific offering with the issuer and its agents as well as with other investors on the site.

Once an investor decides to purchase securities from a particular Issuer, the investor authorizes a transfer of funds to an escrow account where they are held until the offering campaign is completed. The Site does not and cannot hold funds and they must not be sent to it. The escrow account is maintained by a separate qualified escrow agent with a depository such as a bank. After completion of the campaign, the escrow agent will release the aggregate funds contributed from all investors and the Issuer will issue securities to all investors.

Promoters, if any, who promotes an issuer's offering for compensation, will be disclosed in all communications on the Site.

Each offering will disclose the manner in which the intermediary is compensated in connection with offerings and sales of securities in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)).

Investment opportunities posted on the Site are mostly debt securities. We may sell other types of securities such as equity and convertible notes. Federal securities law requires securities sold in the United States to be registered with the U.S. Securities and Exchange Commission (“SEC”), unless the sale qualifies for an exemption. The securities offered on the Site have not been registered under the Securities Act, and are offered in reliance on the crowdfunding exemptive provisions of Section 4(a) (6) of the Securities Act.

Securities sold on Flair Exchange are restricted and not publicly traded, and are therefore illiquid. No assurance can be given that any investment opportunity will continue to qualify under one or more of such exemptions under the Securities Act due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. Please be sure to read the “Investment Appropriateness and Risks” section below carefully. For a discussion of the specific risks involved in making an investment in a particular Issuer’s offering, please be sure to carefully review the risks discussed in each Issuer’s offering materials, including the section titled “Risk Factors” in such materials.

Pursuant to Reg CF, each Issuer that posts offerings of securities on the Site is required to annually file with the SEC a Form C-AR and financial statements. This must be done no later than 120 days after the end of the Issuer’s fiscal year covered by such filing. Each Issuer must also post its Form C-AR and financial statements to its own website.

The Form C-AR contains updated disclosure substantially similar to that provided in the Issuer’s initial offering statement on Form C, including information on the Issuer’s size, location, principals and employees, business, plan of operations and the risks of investment in the Issuer’s securities; however, offering-specific disclosure is not required to be disclosed in the Form C-AR.

Investors should be aware that in certain circumstances, an Issuer may no longer be required to continue its annual reporting obligations under Reg CF, including in the event (i) that the Issuer has fewer than 300 stockholders of record after filing at least one Form C-AR in the last year, (ii) its total assets are equal to or less than $10 million after filing a Form C-AR for at least three years prior, (iii) the Issuer undergoes liquidation or dissolution or (iv) all of the Issuer’s issued securities are repurchased by the Issuer or another party. In the event that an Issuer ceases to publish annual reports, investors may no longer obtain and review current financial information about the Issuer.

Potential investors using the Site to purchase securities are prohibited by Reg CF from purchasing a total dollar amount of securities from all Reg CF sites exceeding the following amounts during the 12-month period preceding such purchase:

If either the annual income or the net worth of the investor is less than $124,000, the investor is limited to the greater of $2,500 or 5% of the greater of his, her or its annual income or net worth.

If the annual income and net worth of the investor are both equal to or greater than $124,000, the investor is limited to 10% of the greater of his, her or its annual income or net worth, not to exceed $124,000.

To calculate an investor’s “net worth”’ Reg CF relies on the same method used for determining “accredited investor” status under Regulation D of the Securities Act, which excludes the value of an investor’s primary residence. Investors may include their spouse’s income for the purposes of the test. Both the SEC’s Investor Bulletin and FINRA’s Investor Alert contain detailed information about how to perform these calculations.

See https://www.investor.gov/

Individuals (i.e., natural persons) may qualify as accredited investors based on wealth and income thresholds, as well as other measures of financial sophistication. Financial criteria to determine the qualification (i) Net worth over $1 million, excluding primary residence (individually or with spouse or partner), (ii) Income over $200,000 (individually) or $300,000 (with spouse or partner) in each of the prior two years, and reasonably expects the same for the current year. Professional criteria to determine the qualification (i) Investment professionals in good standing holding the general securities representative license (Series 7), the investment adviser representative license (Series 65), or the private securities offerings representative license (Series 82), (ii) Directors, executive officers, or general partners (GP) of the company selling the securities (or of a GP of that company), (iii) Any “family client” of a “family office” that qualifies as an accredited investor, (iv) For investments in a private fund, “knowledgeable employees” of the fund.

See https://www.sec.gov/education/capitalraising/building-blocks/accredited-investor

Investors may cancel an investment commitment until forty-eight (48) hours prior to the deadline identified in an Issuer’s offering materials posted on the Site. The Site will notify investors by email when the target offering amount has been met.

If an Issuer reaches its target offering amount prior to the deadline identified in its offering materials, it may close the offering early so long as it provides investors notice of the new offering deadline at least five (5) business days prior to the new offering deadline. The Site may continue to accept investment commitments during this 5-day period.

If an investor does not cancel an investment commitment 48 hours prior to the offering deadline, the funds will be released to the Issuer by the escrow agent upon closing of the offering. The investor will receive securities in exchange for his, her or its investment. If an investment commitment is canceled, the Site will direct the return of any funds that have been committed by investors in the offering.

If a material change is made to the offering materials, the Site will require investors to reconfirm their investment. The investor has 5 business from receipt of the notice to reconfirm their investment commitment. If an investor does not reconfirm his, her or its investment commitment after a material change is made to the offering, the investor’s investment commitment will be canceled and the committed funds will be returned to the investor.

You Are Solely Responsible for Determining an Investment is Appropriate for You.

Prior to registering on Flair Exchange or making an investment commitment, a potential investor must consider the risks of investing in crowdfunded securities offerings and determine whether such an investment is appropriate. The Site and its employees are prohibited from offering advice about any offering posted on the Site and from recommending any investment.

This means the decision to invest or contribute must be based solely on the potential investor’s own individualized consideration and analysis of the risks involved in a particular investment opportunity posted on the Site, which is made at the investor’s own risk.

Potential investors acknowledge and agree that they are solely responsible for determining their own suitability for an investment or strategy on the Site and must accept the risks associated with such decisions, which include the risk of losing the entire amount of their principal. Investors must be able to afford to lose their entire investment. Also, the equity stake will certainly result in dilution of ownership, as most startups raise many rounds of financing. The additional financing rounds could be with a higher or lower company valuation. In the case of a lower valuation, the dilution will be more severe, and investors will not be able to prevent the financing due to their limited voting power.

The Site has no special relationship with or fiduciary duty to potential investors and investors’ use of the Site does not create such a relationship. Potential investors agree and acknowledge that they are responsible for conducting their own legal, accounting and other due diligence reviews of the investment opportunities posted on the Site.

EACH INVESTOR IS STRONGLY ADVISED TO CONSULT LEGAL, TAX, INVESTMENT, ACCOUNTING AND/OR OTHER PROFESSIONALS BEFORE INVESTING, AND TO CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY OFFERING MATERIALS, AND TO ASK EACH ISSUER OFFERING SECURITIES ANY QUESTIONS OR FOR ADDITIONAL INFORMATION PRIOR TO MAKING AN INVESTMENT.

No governmental agency has reviewed the investment opportunities posted on this Site and no state or federal agency has passed upon either the adequacy of the disclosure contained therein or the fairness of the terms of any such investment opportunity.

The exemptions relied upon for the investment opportunities posted on the Site are significantly dependent upon the accuracy of the representations of the Issuers offering securities through the Site and the potential investors registered with the Site. These risks highlighted in the following are non-exhaustive and are intended to highlight certain risks associated with investing in securities that are not registered with the SEC.

The securities offered on the Site are only suitable for potential investors who are familiar with and willing to accept the high risks associated with private investments. Securities sold through this Site are restricted and not publicly traded and, therefore, are illiquid unless registered with the SEC.

Securities issued in a transaction pursuant to Section 4(a)(6) of the Securities Act may not be transferred by any purchaser of such securities for a one-year period after such securities were issued, unless such securities are transferred: (i) to the issuer of the securities, (ii) to an “accredited investor” (as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act) or such purchaser has reasonable belief that such transferee is an “accredited investor”, (iii) as part of an offering registered with the SEC, or (iv) to a member of the family of the purchaser or the equivalent, to a trust controlled by the purchaser, to a trust created for the benefit of a member of the family of the purchaser or the equivalent, or in connection with the death or divorce of the purchaser or other similar circumstance.

Investing in private securities offerings requires high-risk tolerance, low liquidity need, and long term commitment. Investment in small, especially start-up and early stage, companies is speculative and involves a high degree of risk. While promised or targeted returns on the amount invested should reflect the perceived level of risk in the investment, such returns may never be realized and/or may not be adequate to compensate an Investor for risks taken. Loss of an Investor’s entire investment is very possible and can easily occur. Even the timing of any payment of a return on an investment is highly speculative.

Among many factors to consider is that the Issuer's management may be inexperienced. Due to inexperience management may not be able to execute on its business plan. An investor may not be able to evaluate the Company’s operating history; indeed, there may be none.

The Issuer may have serious risks specific to its industry or business model. Demand for a product or service may be seasonal or be impacted by the overall economy. Small businesses, in particular, often depend heavily upon a single customer, supplier, or upon one or a small number of employee (s). It may have difficulty competing against larger companies who can negotiate for better prices from suppliers, produce goods and services on a large scale more economically, or take advantage of bigger marketing budgets.

Audited financial statements are not required for Reg. CF first time issuers and offerings under $500,000.00. The company is not required to provide you with annual audited financial statements or quarterly unaudited financial statements, except as explained above. The Issuer may not even have its financial statements audited, or even reviewed by outside auditors. Your decision to make an investment in the Issuer will be based upon the information the Issuer provides in its offering materials, which may not completely or even accurately represent the financial condition of the company.

Issuers conducting offerings under section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) are required to provide financial statements depending on the aggregate target offering amount within the preceding 12-month period, as follows:

For offerings of $124,000 or less: Issuers must provide financial statements and federal income tax return information for the most recently completed year, certified by the principal executive officer to accurately reflect the reported information. If audited or reviewed financial statements by an independent public accountant are available, the issuer must provide those financial statements instead and need not include the information reported on the federal income tax returns or the certifications of the principal executive officer.

For offerings more than $124,000, but not more than $618,000: Issuers must provide financial statements reviewed by an independent public accountant. If financial statements of the issuer are available that have been audited by a public accountant that is independent of the issuer, the issuer must provide those financial statements instead and need not include the reviewed financial statements

For offerings more than $618,000: financial statements of the issuer audited by a public accountant that is independent of the issuer; provided, however, that for issuers that have not previously sold securities in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)), offerings that have a target offering amount of more than $618,000, but not more than $1,235,000, financial statements of the issuer reviewed by a public accountant that is independent of the issuer. If financial statements of the issuer are available that have been audited by a public accountant that is independent of the issuer, the issuer must provide those financial statements instead and need not include the reviewed financial statements.

The Issuer in all likelihood will not have an internal control infrastructure. It will not have the controls you would expect to find in a publicly-held company subject to the Sarbanes Oxley Act of 2002 (“Sarbanes Oxley”). Because the Issuer will not be subject to Sarbanes Oxley, its financial and disclosure controls and procedures will reflect its status as a development stage, non-public company.

There can be no assurance of no significant deficiencies or material weaknesses in the quality of the Issuer’s financial and disclosure controls and procedures. Indeed, if it were necessary to implement such financial and disclosure controls and procedures, the cost to the Issuer might even have a material adverse effect on the Issuer’s results of operations.

As explained above, an Investor may not be able to obtain the information it wants regarding a particular Issuer on a timely basis, or at all. It is possible that the Investor may not be aware of material adverse changes that have occurred at the Issuer. An Investor may not be able to get accurate information about an Issuer’s current value at any given time.

Unless the Company has agreed to a specific use of the proceeds from the offering, the Issuer’s management will usually have considerable discretion over how to use the capital raised. You may not have any assurance the Issuer will use the proceeds appropriately. You should pay close attention to what the issuer says about how offering proceeds are to be used.

Because the Issuer's founders, directors, and executive offers may be among its largest stockholders, they may be able to exert significant control over the Issuer's business and affairs and may even have actual or potential interests that diverge from those of other Investors. This may worsen as time goes on if the holdings of the Issuer's directors and executive offers increase upon vesting or other maturation of exercise rights under options or warrants they may hold, or in the future be granted. In addition to holding or controlling board seats and offices, these persons may well have significant influence over and control of corporate actions requiring shareholder approval, separate from how the Issuer's other stockholders, including Investors, may vote in a given offering.

Investors that participate in an offering on the Site should be aware that once an offering has completed, and an investor has received securities from the Issuer, there may or may not be an ongoing relationship between the Issuer and the Site. Any questions or concerns related to such Issuer’s securities and continued disclosure provided in such Issuer’s annual reports on Form C AR must be forwarded directly to such Issuer once an offering on the Site is completed. The Site assumes no liability or responsibility, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any disclosures made or services provided by the Issuer once the Issuer’s offering on the Site is completed.