Form SEC 2930 SEC 2930 Form C

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM C
UNDER THE SECURITIES ACT OF 1933
(Mark one.)
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Form C: Offering Statem ent
Form C-U: Prog ress Update: _____________________________________________________
Form C/A: Am endm ent to Offering Statem ent: ______________________________________
􀆑 Check box if Am endm ent is m aterial and investors m ust reconfirm within five business days.
Form C-AR: Annual Report
Form C-AR/A: Am endm ent to Annual Report
Form C-TR: Term ination of Reporting

Nam e of issuer: _____________________________________________________________________
Leg al status of issuer:

Form : __________________________________

Jurisdiction of Incorporation/Org anization: _________________________________________

Date of org anization): __________________________________________________________
Physical address of issuer: ____________________________________________________________
Website of issuer: ___________________________________________________________________
Is there a co-issuer? ___ yes ___ no. If yes,
Nam e of co-issuer: _________________________________________________
Leg al status of co-issuer:

Form : ______________________________________________________

Jurisdiction of Incorporation/Org anization: _________________________

Date of org anization: ___________________________________________
Physical address of co-issuer: __________________________________________
Website of co-issuer: _________________________________________________
Nam e of interm ediary throug h which the offering wil l be conducted: ___________________________
CIK num ber of interm ediary: _______________________
SEC fil e num ber of interm ediary: ___________________
CRD num ber, if appl icabl e, of interm ediary: ___________________
Am ount of com pensation to be paid to the interm ediary, whether as a dol l ar am ount or a percentag e of the offering am ount, or a g ood f aith estim ate if the ex act am ount is not avail abl e at the tim e of the fil ing , f or conducting
the offering , incl uding the am ount of ref erral and any other f ees associated with the offering :
___________________________________________________________________________________
Any other direct or indirect interest in the issuer hel d by the interm ediary, or any arrang em ent f or the interm ediary to acquire such an interest:
___________________________________________________________________________________
Type of security offered: _______________________________________________________________
SEC 2930 (3/21) Persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.

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Targ et num ber of securities to be offered: __________________________________________________
Price (or m ethod f or determ ining price): ___________________________________________________
Targ et offering am ount: ________________________________________________________________
Oversubscriptions accepted: 􀆑 Yes 􀆑 No
If yes, discl ose how oversubscriptions wil l be al l ocated: 􀆑 Pro-rata basis 􀆑 First-com e, first-served

basis
􀆑 Other – provide a description: _________________________________________________________
Max im um offering am ount (if different f rom targ et offering am ount): ____________________________
Deadl ine to reach the targ et offering am ount: ________________________________________________
NOTE: If the sum of the investment commitments does not equal or exceed the target offering
amount at the offering deadline, no securities will be sold in the offering, investment commitments
will be cancelled and committed funds will be returned.
Current num ber of em pl oyees: __________________________________________________________

Total Assets:
Cash & Cash Equival ents:
Accounts Receivabl e:

Short-term Debt:

Long -term Debt:

Revenues/Sal es
Cost of Goods Sol d:

Tax es Paid:

Net Incom e:

Most recent fiscal year-end: ____
Most recent fiscal year-end: ____
Most recent fiscal year-end: ____
Most recent fiscal year-end: ____
Most recent fiscal year-end: ____
Most recent fiscal year-end: ____
Most recent fiscal year-end: ____
Most recent fiscal year-end: ____
Most recent fiscal year-end: ____

Prior fiscal year-end: ____
Prior fiscal year-end: ____
Prior fiscal year-end: ____
Prior fiscal year-end: ____
Prior fiscal year-end: ____
Prior fiscal year-end: ____
Prior fiscal year-end: ____
Prior fiscal year-end: ____
Prior fiscal year-end: ____

Using the l ist bel ow, sel ect the jurisdictions in which the issuer intends to offer the securities:
[List will include all U.S. jurisdictions, with an option to add and remove them
individually, add all and remove all.]
GENERAL INSTRUCTIONS
I. Eligibility Requirements for Use of Form C

This Form shal l be used f or the offering statem ent, and any rel ated am endm ents and prog ress reports,
required to be fil ed by any issuer offering or sel l ing securities in rel iance on the ex em ption in Securities Act
Section 4(a)(6) and in accordance with Section 4A and Reg ul ation Crowdf unding (§ 227.100 et seq.). The term
“issuer” incl udes any co-issuer jointl y offering or sel l ing securities with an issuer in rel iance on the ex em ption
in Securities Act Section 4(a)(6) and in accordance with Securities Act Section 4A and Reg ul ation Crowdf unding (§ 227.100 et seq.) This Form al so shal l be used f or an annual report required pursuant to Rul e 202 of
Reg ul ation Crowdf unding (§ 227.202) and f or the term ination of reporting required pursuant to Rul e 203(b)(2)
of Reg ul ation Crowdf unding (§ 227.203(b)(2)). Caref ul attention shoul d be directed to the term s, conditions
and requirem ents of the ex em ption.
II. Preparation and Filing of Form C

Inf orm ation on the cover pag e wil l be g enerated based on the inf orm ation provided in XML f orm at.
Other than the cover pag e, this Form is not to be used as a bl ank f orm to be fil l ed in, but onl y as a g uide in the
preparation of Form C. General inf orm ation reg arding the preparation, f orm at and how to fil e this Form is contained in Reg ul ation S-T (§ 232 et seq.).
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III. Information to be Included in the Form
Item 1. Offering Statement Disclosure Requirements

An issuer fil ing this Form f or an offering in rel iance on Section 4(a)(6) of the Securities Act and pursuant to Reg ul ation Crowdf unding (§ 227.100 et seq.) m ust fil e the Form prior to the com m encem ent of the offering and incl ude the inf orm ation required by Rul e 201 of Reg ul ation Crowdf unding (§ 227.201).

An issuer m ust incl ude in the XML-based portion of this Form : the inf orm ation required by parag raphs
(a),(e), (g ), (h), (l ), (n), and (o) of Rul e 201 of Reg ul ation Crowdf unding (§ 227.201(a), (e), (g ), (h), (l ), (n),
and (o)); sel ected financial data f or the prior two fiscal years (incl uding total assets, cash and cash equival ents,
accounts receivabl e, short-term debt, l ong -term debt, revenues/sal es, cost of g oods sol d, tax es paid and net incom e); the jurisdictions in which the issuer intends to offer the securities; and any inf orm ation required by Rul e
203(a)(3) of Reg ul ation Crowdf unding (§ 227.203(a)(3)).

Other than the inf orm ation required to be provided in XML f orm at, an issuer m ay provide the required
inf orm ation in the optional Question and Answer f orm at incl uded herein or in any other f orm at incl uded on the
interm ediary’s pl atf orm , by fil ing such inf orm ation as an ex hibit to this Form , incl uding copies of screen shots
of the rel evant inf orm ation, as appropriate and necessary.

If discl osure in response to any parag raph of Rul e 201 of Reg ul ation Crowdf unding (§ 227.201) or
Rul e 203(a)(3) is responsive to one or m ore other parag raphs of Rul e 201 of Reg ul ation Crowdf unding (§
227.201) or to Rul e 203(a)(3) of Reg ul ation Crowdf unding (§ 227.203(a)(3)), issuers are not required to m ak e
dupl icate discl osures.
Item 2. Legends

(a) An issuer fil ing this Form f or an offering in rel iance on Section 4(a)(6) of the Securities Act and
pursuant to Reg ul ation Crowdf unding (§ 227.100 et seq.) m ust incl ude the f ol l owing l eg ends:

A crowdf unding investm ent invol ves risk . You shoul d not invest any f unds in this offering unl ess you
can afford to l ose your entire investm ent.

In m ak ing an investm ent decision, investors m ust rel y on their own ex am ination of the issuer and the
term s of the offering , incl uding the m erits and risk s invol ved. These securities have not been recom m ended or
approved by any f ederal or state securities com m ission or reg ul atory authority. Furtherm ore, these
authorities have not passed upon the accuracy or adequacy of this docum ent.

The U.S. Securities and Ex chang e Com m ission does not pass upon the m erits of any securities offered
or the term s of the offering , nor does it pass upon the accuracy or com pl eteness of any offering docum ent or
l iterature.

These securities are offered under an ex em ption f rom reg istration; however, the U.S. Securities and
Ex chang e Com m ission has not m ade an independent determ ination that these securities are ex em pt f rom
reg istration.

(b) An issuer fil ing this Form f or an offering in rel iance on Section 4(a)(6) of the Securities Act and
pursuant to Reg ul ation Crowdf unding (§ 227.100 et seq.) m ust discl ose in the offering statem ent that it wil l fil e
a report with the Com m ission annual l y and post the report on its website, no l ater than 120 days af ter the end of
each fiscal year covered by the report. The issuer m ust al so discl ose how an issuer m ay term inate its reporting
obl ig ations in the f uture in accordance with Rul e 202(b) of Reg ul ation Crowdf unding (§ 227.202(b)).
Item 3. Annual Report Disclosure Requirements
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An issuer fil ing this Form f or an annual report, as required by Reg ul ation Crowdf unding (§ 227.100
et seq.), m ust fil e the Form no l ater than 120 days af ter the issuer’s fiscal year end covered by the report and
incl ude the inf orm ation required by Rul e 201(a), (b), (c), (d), (e), (f ), (m ), (p), (q), (r), (s), (t), (x ) and (y) of
Reg ul ation Crowdf unding (§§ 227.201(a), (b), (c), (d), (e), (f ), (m ), (p), (q), (r), (s), (t), (x ) and (y)). For purposes of parag raph (t), the issuer shal l provide financial statem ents certified by the principal ex ecutive officer of
the issuer to be true and com pl ete in al l m aterial respects. If , however, the issuer has avail abl e financial statem ents prepared in accordance with U.S. g eneral l y accepted accounting principl es (U.S. GAAP) that have been
reviewed or audited by an independent certified publ ic accountant, those financial statem ents m ust be provided
and the principal ex ecutive officer certification wil l not be required.

An issuer m ust incl ude in the XML-based portion of this Form : the inf orm ation required by parag raphs
(a), and (e) of Rul e 201 of Reg ul ation Crowdf unding (§ 227.201(a) and (e)); and sel ected financial data f or the
prior two fiscal years (incl uding total assets, cash and cash equival ents, accounts receivabl e, short-term debt,
l ong -term debt, revenues/sal es, cost of g oods sol d, tax es paid and net incom e).
SIGNATURE
Pursuant to the requirem ents of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Reg ul ation
Crowdf unding (§ 227.100 et seq.), the issuer certifies that it has reasonabl e g rounds to bel ieve that it m eets al l
of the requirem ents f or fil ing on Form C and has dul y caused this Form to be sig ned on its behal f by the dul y
authorized undersig ned.

____________________

(Issuer)

By

____________________
(Sig nature and Titl e)

Pursuant to the requirem ents of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Reg ul ation
Crowdf unding (§ 227.100 et seq.), this Form C has been sig ned by the f ol l owing persons in the capacities and
on the dates indicated.

___________________
(Sig nature)

___________________
(Titl e)

Instructions.

___________________
(Date)

1. The f orm shal l be sig ned by the issuer, its principal ex ecutive officer or officers, its principal financial officer,
its control l er or principal accounting officer and at l east a m ajority of the board of directors or persons perf orm ing sim il ar f unctions. If there is a co-issuer, the f orm shal l al so be sig ned by the co-issuer, its principal ex ecutive officer or officers, its principal financial officer, its control l er or principal accounting officer and at l east a
m ajority of the board of directors or persons perf orm ing sim il ar f unctions.
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2. The nam e of each person sig ning the f orm shal l be typed or printed beneath the sig nature.
Intentional m isstatem ents or om issions of f acts constitute f ederal crim inal viol ations. See 18 U.S.C. 1001.
OPTIONAL QUESTION & ANSWER FORMAT
FOR AN OFFERING STATEMENT

Respond to each question in each parag raph of this part. Set f orth each question and any notes, but not
any instructions thereto, in their entirety. If discl osure in response to any question is responsive to one or m ore
other questions, it is not necessary to repeat the discl osure. If a question or series of questions is inappl icabl e or
the response is avail abl e el sewhere in the Form , either State that it is inappl icabl e, incl ude a cross-ref erence to
the responsive discl osure, or om it the question or series of questions. The term “issuer” in these questions and
answers incl udes any “co-issuer” jointl y offering or sel l ing securities with the issuer in rel iance on the ex em ption in Securities Act Section 4(a)(6) and in accordance with Securities Act Section 4A and Reg ul ation Crowdf unding (§ 227.100 et seq.). Any inf orm ation provided with respect to the issuer shoul d al so be separatel y
provided with respect to any co-issuer.
If you are seek ing to rel y on the Com m ission’s tem porary rul es to initiate an offering between May 4, 2020, and
February 28, 2021, intended to be conducted on an ex pedited basis due to circum stances rel ating to coronavirus
disease 2019 (COVID-19), you wil l l ik el y need to provide additional or different inf orm ation than described in
questions 2, 12, and 29. If you are seek ing to rel y on the Com m ission’s tem porary Rul e 201(bb) f or an offering
initiated between March 1, 2021, and Aug ust 28, 2022, you wil l l ik el y need to provide additional or different
inf orm ation than described in questions 2 and 29. When preparing responses to such questions, pl ease caref ul l y
review tem porary Rul es 100(b)(7), 201(aa), 201(bb), and 304(e) and tail or your responses to those requirem ents
as appl icabl e.
Be very caref ul and precise in answering al l questions. Give f ul l and com pl ete answers so that they are not
m isl eading under the circum stances invol ved. Do not discuss any f uture perf orm ance or other anticipated event
unl ess you have a reasonabl e basis to bel ieve that it wil l actual l y occur within the f oreseeabl e f uture. If any
answer requiring sig nificant inf orm ation is m aterial l y inaccurate, incom pl ete or m isl eading , the Com pany, its
m anag em ent and principal sharehol ders m ay be l iabl e to investors based on that inf orm ation.

THE COMPANY
1. Nam e of issuer: _______________________________________________________________
ELIGIBILITY
2. 􀆑 Check this box to certif y that al l of the f ol l owing statem ents are true f or the issuer:
•
•
•

Org anized under, and subject to, the l aws of a State or territory of the United States or the District of
Col um bia.
Not subject to the requirem ent to fil e reports pursuant to Section 13 or Section 15(d) of the Securities
Ex chang e Act of 1934.
Not an investm ent com pany reg istered or required to be reg istered under the Investm ent Com pany Act
of 1940.
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•
•
•

Not inel ig ibl e to rel y on this ex em ption under Section 4(a)(6) of the Securities Act as a resul t of a disqual ification specified in Rul e 503(a) of Reg ul ation Crowdf unding . (For m ore inf orm ation about these
disqual ifications, see Question 30 of this Question and Answer f orm at).
Has fil ed with the Com m ission and provided to investors, to the ex tent required, the ong oing annual
reports required by Reg ul ation Crowdf unding during the two years im m ediatel y preceding the fil ing
of this offering statem ent (or f or such shorter period that the issuer was required to fil e such reports).
Not a devel opm ent stag e com pany that (a) has no specific business pl an or (b) has indicated that its
business pl an is to eng ag e in a m erg er or acquisition with an unidentified com pany or com panies.

INSTRUCTION TO QUESTION 2: If any of these statements is not true, then you are NOT eligible to
rely on this exemption under Section 4(a)(6) of the Securities Act.
3. Has the issuer or any of its predecessors previousl y f ail ed to com pl y with the ong oing reporting
requirem ents of Rul e 202 of Reg ul ation Crowdf unding ? 􀆑 Yes 􀆑 No
Ex pl ain: _______________________________________________________________________
DIRECTORS OF THE COMPANY
4. Provide the f ol l owing inf orm ation about each director (and any persons occupying a sim il ar
status or perf orm ing a sim il ar f unction) of the issuer:
Nam e: _______________________________
Dates of Board Service: _______________

Principal Occupation: _____________________________________________________

Em pl oyer: Dates of Service: ________________________________________________

Em pl oyer’s principal business: _____________________________________________
List al l positions and offices with the issuer hel d and the period of tim e in which the director
served in the position or office:
Position: ________________________________________ Dates of Service: _______________
Position: ________________________________________ Dates of Service: _______________
Position: ________________________________________ Dates of Service: _______________
Business Ex perience: List the em pl oyers, titl es and dates of positions hel d during past three
years with an indication of job responsibil ities:
Em pl oyer: _____________________________________________________________________
Em pl oyer’s principal business: ____________________________________________________
Titl e: ___________________________________________ Dates of Service: ______________
Responsibil ities: _______________________________________________________________
Em pl oyer: _____________________________________________________________________
Em pl oyer’s principal business: ____________________________________________________
Titl e: ___________________________________________ Dates of Service: ______________
Responsibil ities: _______________________________________________________________
Em pl oyer: _____________________________________________________________________
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Em pl oyer’s principal business: ____________________________________________________
Titl e: ___________________________________________ Dates of Service: ______________
Responsibil ities: _______________________________________________________________
OFFICERS OF THE COMPANY
5. Provide the f ol l owing inf orm ation about each officer (and any persons occupying a sim il ar status
or perf orm ing a sim il ar f unction) of the issuer:

Nam e: ______________________________________________________________________________

Titl e: __________________________________________________ Dates of Service: ______________

Responsibil ities: ______________________________________________________________________
List any prior positions and offices with the issuer and the period of tim e in which the officer
served in the position or office:

Position: ________________________________________________ Dates of Service: __________
Responsibil ities: _____________________________________________________________________

Position: ________________________________________________ Dates of Service: __________
Responsibil ities: ________________________________________________________________

Position: ________________________________________________ Dates of Service: __________
Responsibil ities: ________________________________________________________________

Business Ex perience: List any other em pl oyers, titl es and dates of positions hel d during past three years with an
indication of job responsibil ities:
Em pl oyer: _____________________________________________________________________
Em pl oyer’s principal business: ____________________________________________________
Titl e: ___________________________________________ Dates of Service: ______________
Responsibil ities: _______________________________________________________________
Em pl oyer: _____________________________________________________________________
Em pl oyer’s principal business: ____________________________________________________
Titl e: ___________________________________________ Dates of Service: ______________
Responsibil ities: _______________________________________________________________
Em pl oyer: _____________________________________________________________________
Em pl oyer’s principal business: ____________________________________________________
Titl e: ___________________________________________ Dates of Service: ______________
Responsibil ities: _______________________________________________________________
INSTRUCTION TO QUESTION 5: For purposes of this Question 5, the term officer m eans a president, vice
president, secretary, treasurer or principal financial officer, com ptrol l er or principal accounting officer, and any
person routinel y perf orm ing sim il ar f unctions.
PRINCIPAL SECURITY HOLDERS
6. Provide the nam e and ownership l evel of each person, as of the m ost recent practicabl e date, who

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is the beneficial owner of 20 percent or m ore of the issuer’s outstanding voting equity securities,
cal cul ated on the basis of voting power.

% of Voting

No. and Cl ass of

Power Prior to

Nam e of Hol der

Securities Now Hel d
Offering

-----------------------------
--------------------------------
------------------

___________________ _____________________
______________%

___________________ _____________________
______________%

___________________ _____________________
______________%

___________________ _____________________
______________%

INSTRUCTION TO QUESTION 6: The above inf orm ation m ust be provided as of a date that is no m ore than
120 days prior to the date of fil ing of this offering statem ent.
To cal cul ate total voting power, incl ude al l securities f or which the person directl y or indirectl y has or shares the
voting power, which incl udes the power to vote or to direct the voting of such securities. If the person has the
rig ht to acquire voting power of such securities within 60 days, incl uding throug h the ex ercise of any option,
warrant or rig ht, the conversion of a security, or other arrang em ent, or if securities are hel d by a m em ber of the
f am il y, throug h corporations or partnerships, or otherwise in a m anner that woul d al l ow a person to direct or
control the voting of the securities (or share in such direction or control — as, f or ex am pl e, a co-trustee) they
shoul d be incl uded as being “beneficial l y owned.” You shoul d incl ude an ex pl anation of these circum stances in
a f ootnote to the “Num ber of and Cl ass of Securities Now Hel d.” To cal cul ate outstanding voting equity securities, assum e al l outstanding options are ex ercised and al l outstanding convertibl e securities converted.
BUSINESS AND ANTICIPATED BUSINESS PLAN
7. Describe in detail the business of the issuer and the anticipated business pl an of the issuer.
RISK FACTORS
A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can
afford to lose your entire investment.
In making an investment decision, investors must rely on their own examination of the issuer and the
terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these
authorities have not passed upon the accuracy or adequacy of this document.
The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or
the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or
literature.
These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from
registration.
8. Discuss the m aterial f actors that m ak e an investm ent in the issuer specul ative or risk y:

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(1) _____________________________________________________________________________
(2) _____________________________________________________________________________
(3) _____________________________________________________________________________
(4) _____________________________________________________________________________
(5) _____________________________________________________________________________
(6) _____________________________________________________________________________
(7) _____________________________________________________________________________
(8) _____________________________________________________________________________
(9) _____________________________________________________________________________
(10) ____________________________________________________________________________
(11) ____________________________________________________________________________
INSTRUCTION TO QUESTION 8: Avoid g eneral ized statem ents and incl ude onl y those f actors that are unique
to the issuer. Discussion shoul d be tail ored to the issuer’s business and the offering and shoul d not repeat the
f actors addressed in the l eg ends set f orth above. No specific num ber of risk f actors is required to be identified.
Add additional l ines and num ber as appropriate.

THE OFFERING
9. What is the purpose of this offering ?
10. How does the issuer intend to use the proceeds of this offering ?

If Targ et
If Max im um

Offering Am ount
Am ount Sol d

Sol d
__________________________________________________________________________________

Total Proceeds
$
$
Less: Offering Ex penses
(A)
(B)
(C)

Net Proceeds
$
$
Use of Net Proceeds
(A)
(B)
(C)

Total Use of Net Proceeds
$
$
INSTRUCTION TO QUESTION 10: An issuer m ust provide a reasonabl y detail ed description of any intended
use of proceeds, such that investors are provided with an adequate am ount of inf orm ation to understand how the
offering proceeds wil l be used. If an issuer has identified a rang e of possibl e uses, the issuer shoul d identif y and
describe each probabl e use and the f actors the issuer m ay consider in al l ocating proceeds am ong the potential
uses. If the issuer wil l accept proceeds in ex cess of the targ et offering am ount, the issuer m ust describe the purpose, m ethod f or al l ocating oversubscriptions, and intended use of the ex cess proceeds with sim il ar specificity.
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11. (a) Did the issuer m ak e use of any written com m unication or broadcast script f or testing the waters
either (i) under the authorization of Rul e 241 within 30 days of the initial fil ing of the offering statem ent, or (ii)
under the authorization of Rul e 206? If so, provide copies of the m aterial s used.

(b) How wil l the issuer com pl ete the transaction and del iver securities to the investors?

12. How can an investor cancel an investm ent com m itm ent?
NOTE: Investors may cancel an investment commitment until 48 hours prior to the deadline
identified in these offering materials.
The intermediary will notify investors when the target offering amount has been met.
If the issuer reaches the target offering amount prior to the deadline identified in the
offering materials, it may close the offering early if it provides notice about the new
offering deadline at least five business days prior to such new offering deadline (absent a
material change that would require an extension of the offering and reconfirmation of the
investment commitment).
If an investor does not cancel an investment commitment before the 48-hour period prior to
the offering deadline, the funds will be released to the issuer upon closing of the offering
and the investor will receive securities in exchange for his or her investment.
If an investor does not reconfirm his or her investment commitment after a material change
is made to the offering, the investor’s investment commitment will be cancelled and the
committed funds will be returned.
OWNERSHIP AND CAPITAL STRUCTURE
The Offering
13. Describe the term s of the securities being offered.
14. Do the securities offered have voting rig hts? 􀆑 Yes 􀆑 No
15. Are there any l im itations on any voting or other rig hts identified above?
􀆑 Yes 􀆑 No
Ex pl ain: _________________________________________________________________________
16. How m ay the term s of the securities being offered be m odified?
Restrictions on Transfer of the Securities Being Offered
The securities being offered m ay not be transf erred by any purchaser of such securities during the one year
period beg inning when the securities were issued, unl ess such securities are transf erred:

(1) to the issuer;
(2) to an accredited investor;
(3) as part of an offering reg istered with the U.S. Securities and Ex chang e Com m ission; or
(4) to a m em ber of the f am il y of the purchaser or the equival ent, to a trust control l ed by the
purchaser, to a trust created f or the benefit of a m em ber of the f am il y of the purchaser or
the equival ent, or in connection with the death or divorce of the purchaser or other
sim il ar circum stance.

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NOTE: The term “accredited investor” means any person who comes within any of
the categories set forth in Rule 501(a) of Regulation D, or who the seller reasonably
believes comes within any of such categories, at the time of the sale of the securities
to that person.
The term “member of the family of the purchaser or the equivalent” includes a
child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal
equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law of the purchaser, and includes adoptive
relationships. The term “spousal equivalent” means a cohabitant occupying a
relationship generally equivalent to that of a spouse.
Description of Issuer’s Securities
17. What other securities or cl asses of securities of the issuer are outstanding ? Describe the m aterial
term s of any other outstanding securities or cl asses of securities of the issuer.

Securities Securities

(or Am ount) (or Am ount)
Cl ass of Security
Authorized Outstanding
----------------------- --------------- ---------------
Pref erred Stock (l ist
each cl ass in order of
pref erence):

___________________

___________________

Com m on Stock :

Debt Securities:

Other:
___________________

___________________

Class of Security
-----------------------
Warrants:
Options:

Voting Rig hts
------------------

Other Rig hts
---------------------

􀆑 Yes 􀆑 No

􀆑 Yes 􀆑 No
Specif y: ________

􀆑 Yes 􀆑 No

􀆑 Yes 􀆑 No

􀆑 Yes 􀆑 No

􀆑 Yes 􀆑 No
Specif y: ________
􀆑 Yes 􀆑 No
Specif y: ________
􀆑 Yes 􀆑 No
Specif y: ________

􀆑 Yes 􀆑 No

􀆑 Yes 􀆑 No

􀆑 Yes 􀆑 No
Specif y: ________
􀆑 Yes 􀆑 No
Specif y: ________

Securities
Reserved for
Issuance
upon
Exercise or
Conversion
-------------------------

11

Other Rig hts:
__________________
__________________
18. How m ay the rig hts of the securities being offered be m aterial l y l im ited, dil uted or qual ified by the rig hts of
any other cl ass of security identified above?
19. Are there any differences not reflected above between the securities being offered and each other
cl ass of security of the issuer? 􀆑 Yes 􀆑 No
Ex pl ain: __________________________________________________________________________
20. How coul d the ex ercise of rig hts hel d by the principal sharehol ders identified in Question 6 above affect the
purchasers of the securities being offered?
21. How are the securities being offered being val ued? Incl ude ex am pl es of m ethods f or how such securities
m ay be val ued by the issuer in the f uture, incl uding during subsequent corporate actions.
22. What are the risk s to purchasers of the securities rel ating to m inority ownership in the issuer?
23. What are the risk s to purchasers associated with corporate actions incl uding :
• additional issuances of securities,
• issuer repurchases of securities,
• a sal e of the issuer or of assets of the issuer or
• transactions with rel ated parties?
24. Describe the m aterial term s of any indebtedness of the issuer:

Creditor(s)
--------------------

Am ount
Outstanding Interest Rate Maturity Date
---------------- ---------------- -------------------
$ _________ __________%
$ _________ __________%
$ _________ __________%

Other Material Term s
---------------------------

25. What other ex em pt offering s has the issuer conducted within the past three years?
Date of
Offering
------------

Ex em ption
Rel ied Upon
----------------

Securities Offered
----------------------

Am ount Sol d
------------------
$ _________
$ _________
$ _________

Use of Proceeds
---------------------

26. Was or is the issuer or any entities control l ed by or under com m on control with the issuer a party
to any transaction since the beg inning of the issuer’s l ast fiscal year, or any currentl y proposed transaction,
where the am ount invol ved ex ceeds five percent of the ag g reg ate am ount of capital raised by the issuer in rel iance on Section 4(a)(6) of the Securities Act during the preceding 12-m onth period, incl uding the am ount the
issuer seek s to raise in the current offering , in which any of the f ol l owing persons had or is to have a direct or
indirect m aterial interest:
12

(1) any director or officer of the issuer;

(2) any person who is, as of the m ost recent practicabl e date, the beneficial owner of 20 percent or m ore

of the issuer’s outstanding voting equity securities, cal cul ated on the basis of voting power;

(3) if the issuer was incorporated or org anized within the past three years, any prom oter of the issuer; or

(4) any im m ediate f am il y m em ber of any of the f oreg oing persons.
If yes, f or each such transaction, discl ose the f ol l owing :

Specified Person
---------------------
$
$
$

Rel ationship to
Issuer

-------------------

Nature of Interest
in Transaction
---------------------

Am ount of
Interest
-------------------
_________
_________
_________

INSTRUCTIONS TO QUESTION 26:
The term transaction incl udes, but is not l im ited to, any financial transaction, arrang em ent or rel ationship (incl uding any indebtedness or g uarantee of indebtedness) or any series of sim il ar transactions, arrang em ents or
rel ationships.
Beneficial ownership f or purposes of parag raph (2) shal l be determ ined as of a date that is no m ore than 120
days prior to the date of fil ing of this offering statem ent and using the sam e cal cul ation described in Question 6
of this Question and Answer f orm at.
The term “m em ber of the f am il y” incl udes any chil d, stepchil d, g randchil d, parent, stepparent, g randparent,
spouse or spousal equival ent, sibl ing , m other-in-l aw, f ather-in-l aw, son-in-l aw, daug hter-in-l aw, brother-in-l aw,
or sister-in-l aw of the person, and incl udes adoptive rel ationships. The term “spousal equival ent” m eans a cohabitant occupying a rel ationship g eneral l y equival ent to that of a spouse.
Com pute the am ount of a rel ated party’s interest in any transaction without reg ard to the am ount of the profit
or l oss invol ved in the transaction. Where it is not practicabl e to state the approx im ate am ount of the interest,
discl ose the approx im ate am ount invol ved in the transaction.
FINANCIAL CONDITION OF THE ISSUER
27. Does the issuer have an operating history? 􀆑 Yes 􀆑 No
28. Describe the financial condition of the issuer, incl uding , to the ex tent m aterial , l iquidity, capital resources
and historical resul ts of operations.
INSTRUCTIONS TO QUESTION 28:
The discussion m ust cover each year f or which financial statem ents are provided. Incl ude a discussion of any
k nown m aterial chang es or trends in the financial condition and resul ts of operations of the issuer during any
tim e period subsequent to the period f or which financial statem ents are provided.
For issuers with no prior operating history, the discussion shoul d f ocus on financial m il estones and operational ,
l iquidity and other chal l eng es.
For issuers with an operating history, the discussion shoul d f ocus on whether historical resul ts and cash flows
13

are representative of what investors shoul d ex pect in the f uture.
Tak e into account the proceeds of the offering and any other k nown or pending sources of capital . Discuss how
the proceeds f rom the offering wil l affect l iquidity, whether receiving these f unds and any other additional f unds
is necessary to the viabil ity of the business, and how quick l y the issuer anticipates using its avail abl e cash. Describe the other avail abl e sources of capital to the business, such as l ines of credit or required contributions by
sharehol ders.
Ref erences to the issuer in this Question 28 and these instructions ref er to the issuer and its predecessors, if any.

FINANCIAL INFORMATION
29. Incl ude the financial inf orm ation specified bel ow covering the two m ost recentl y com pl eted
fiscal years or the period(s) since inception, if shorter:
Ag g reg ate Offering
Am ount

(defined bel ow):
--------------------------
(a) $107,000 or l ess:

Financial Inf orm ation
Financial Statem ent
Required:

Requirem ents:

----------------------------
------------------------􀆑 The f ol l owing inf orm ation Financial statem ents m ust be certified
by the principal ex ecutive officer of
or their equival ent l ine
the issuer as set f orth bel ow.
item s as reported on the
f ederal incom e tax return
fil ed by the issuer f or the If financial statem ents are avail abl e
that have either been reviewed or
m ost recentl y com pl eted

audited by a publ ic accountant that is
year (if any):

independent of the issuer, the issuer
o Total incom e
o Tax abl e incom e; and
m ust provide those financial
o Total tax ;

statem ents instead al ong with a sig ned
certified by the principal
audit or review report and need not
ex ecutive officer of the
incl ude the inf orm ation reported on
issuer to reflect accuratel y the f ederal incom e tax returns or the
the inf orm ation reported on certification of the principal ex ecutive
the issuer’s f ederal incom e officer.
tax returns; and
􀆑 Financial statem ents of the
issuer and its predecessors,
if any.

(b) More than
$107,000, but not
m ore than
$535,000:

􀆑 Financial statem ents of the
issuer and its predecessors,
if any.

Financial statem ents m ust be
reviewed by a publ ic accountant that
is independent of the issuer and m ust
incl ude a sig ned review report.

If financial statem ents of the issuer
14

are avail abl e that have been audited

by a publ ic accountant that is

independent of the issuer, the issuer

m ust provide those financial

statem ents instead al ong with a
sig ned audit report and need not

incl ude the reviewed financial

statem ents.

(c) More than
$535,000:

􀆑 Financial statem ents of the
issuer and its predecessors,

if any.

If the issuer has previousl y sol d
securities in rel iance on Reg ul ation
Crowdf unding :

If the issuer has not previousl y sol d
securities in rel iance on Reg ul ation
Crowdf unding and it is offering m ore
than $535,000 but not m ore than
$1,070,000:

Financial statem ents m ust be
reviewed by a publ ic accountant
that is independent of the issuer
and m ust incl ude a sig ned review
report.

If financial statem ents of the issuer
are avail abl e that have been
audited by a publ ic accountant that
is independent of the issuer, the
issuer m ust provide those financial
statem ents instead al ong with a
sig ned audit report and need not
incl ude the reviewed financial
statem ents.

Financial statem ents m ust be
audited by a publ ic accoun
tant that is independent of the
issuer and m ust incl ude a
sig ned audit report.

INSTRUCTIONS TO QUESTION 29: To determ ine the financial statem ents required, the Ag g reg ate
Offering Am ount f or purposes of this Question 29 m eans the ag g reg ate am ounts offered and sol d by the
issuer, al l entities control l ed by or under com m on control with the issuer, and al l predecessors of the
issuer in rel iance on Section 4(a)(6) of the Securities Act within the preceding 12-m onth period pl us the

15

current m ax im um offering am ount provided on the cover of this Form .
To determ ine whether the issuer has previousl y sol d securities in rel iance on Reg ul ation Crowdf unding
f or purposes of parag raph (c) of this Question 29, “issuer” m eans the issuer, al l entities control l ed by or
under com m on control with the issuer, and al l predecessors of the issuer.
Financial statem ents m ust be prepared in accordance with U.S. g eneral l y accepted accounting principl es
and m ust incl ude bal ance sheets, statem ents of com prehensive incom e, statem ents of cash flows,
statem ents of chang es in stock hol ders’ equity and notes to the financial statem ents. If the financial
statem ents are not audited, they shal l be l abel ed as “unaudited.”
Issuers offering securities and required to provide the inf orm ation set f orth in row (a) bef ore fil ing a tax
return f or the m ost recentl y com pl eted fiscal year m ay provide inf orm ation f rom the tax return fil ed f or
the prior year (if any), provided that the issuer provides inf orm ation f rom the tax return f or the m ost
recentl y com pl eted fiscal year when it is fil ed, if fil ed during the offering period. An issuer that
requested an ex tension of the tim e to fil e woul d not be required to provide inf orm ation f rom the tax
return until the date when the return is fil ed, if fil ed during the offering period.
A principal ex ecutive officer certif ying financial statem ents as described above m ust provide the
f ol l owing certification**:

I, [identif y the certif ying individual ], certif y that:

(1) the financial statem ents of [identif y the issuer] incl uded in this Form are true and
com pl ete in al l m aterial respects; and

(2) the tax return inf orm ation of [identif y the issuer] incl uded in this Form reflects
accuratel y the inf orm ation reported on the tax return f or [identif y the issuer] fil ed f or the fiscal
year ended [date of m ost recent tax return].

[Sig nature]

[Titl e]
** Intentional m isstatem ents or om issions of f acts constitute f ederal crim inal viol ations. See 18 U.S.C.
1001.
To qual if y as a publ ic accountant that is independent of the issuer f or purposes of this Question 29, the
accountant m ust satisf y the independence standards of either:

(i) Rul e 2-01 of Reg ul ation S-X or

(ii) the AICPA.
The publ ic accountant that audits or reviews the financial statem ents provided by an issuer m ust be (1)
dul y reg istered and in g ood standing as a certified publ ic accountant under the l aws of the pl ace of his or
her residence or principal office or (2) in g ood standing and entitl ed to practice as a publ ic accountant
under the l aws of his or her pl ace of residence or principal office.
An issuer wil l not be in com pl iance with the requirem ent to provide reviewed financial statem ent if the
issuer received a review report that incl udes m odifications. An issuer wil l not be in com pl iance with the
requirem ent to provide audited financial statem ents if the issuer received a qual ified opinion, an adverse
opinion, or a discl aim er of opinion.
16

The issuer m ust notif y the publ ic accountant of the issuer’s intended use of the publ ic accountant’s audit
or review report in the offering .
For an offering conducted in the first 120 days of a fiscal year, the financial statem ents provided m ay be
f or the two fiscal years prior to the issuer’s m ost recentl y com pl eted fiscal year; however, financial
statem ents f or the two m ost recentl y com pl eted fiscal years m ust be provided if they are otherwise
avail abl e. If m ore than 120 days have passed since the end of the issuer’s m ost recentl y com pl eted fiscal
year, the financial statem ents provided m ust be f or the issuer’s two m ost recentl y com pl eted fiscal years.
If the 120th day f al l s on a Saturday, Sunday, or hol iday, the nex t business day shal l be considered the
120th day f or purposes of determ ining the ag e of the financial statem ents.
An issuer m ay el ect to del ay com pl ying with any new or revised financial accounting standard until the
date that a com pany that is not an issuer (as defined under section 2(a) of the Sarbanes-Ox l ey Act of
2002 is required to com pl y with such new or revised accounting standard, if such standard al so appl ies to
com panies that are not issuers. Issuers el ecting such ex tension of tim e accom m odation m ust discl ose it
at the tim e the issuer fil es its offering statem ent and appl y the el ection to al l standards. Issuers el ecting
not to use this accom m odation m ust f org o this accom m odation f or al l financial accounting standards and
m ay not el ect to rel y on this accom m odation in any f uture fil ing s.

30. With respect to the issuer, any predecessor of the issuer, any affil iated issuer, any director,
officer, g eneral partner or m anag ing m em ber of the issuer, any beneficial owner of 20 percent or
m ore of the issuer’s outstanding voting equity securities, cal cul ated in the sam e f orm as
described in Question 6 of this Question and Answer f orm at, any prom oter connected with the
issuer in any capacity at the tim e of such sal e, any person that has been or wil l be paid (directl y
or indirectl y) rem uneration f or sol icitation of purchasers in connection with such sal e of
securities, or any g eneral partner, director, officer or m anag ing m em ber of any such sol icitor,
prior to May 16, 2016:

(1) Has any such person been convicted, within 10 years (or five years, in the case of issuers, their pre

decessors and affil iated issuers) bef ore the fil ing of this offering statem ent, of any f el ony or m is
dem eanor:

(i) in connection with the purchase or sal e of any security? 􀆑 Yes 􀆑 No

(ii) invol ving the m ak ing of any f al se fil ing with the Com m ission?

􀆑 Yes 􀆑 No

(iii) arising out of the conduct of the business of an underwriter, brok er, deal er, m unicipal

securities eal er, investm ent adviser, f unding portal or paid sol icitor of purchasers of securities?

􀆑 Yes 􀆑 No

If Yes to any of the above, ex pl ain: __________________________________

(2) Is any such person subject to any order, judg m ent or decree of any court of com petent jurisdiction,
entered within five years bef ore the fil ing of the inf orm ation required by Section 4A(b) of the Securities
Act that, at the tim e of fil ing of this offering statem ent, restrains or enjoins such person f rom eng ag ing or
continuing to eng ag e in any conduct or practice:

(i) in connection with the purchase or sal e of any security? 􀆑 Yes 􀆑 No;

(ii) invol ving the m ak ing of any f al se fil ing with the Com m ission?

􀆑 Yes 􀆑 No

(iii) arising out of the conduct of the business of an underwriter, brok er, deal er,

m unicipal securities deal er, investm ent adviser, f unding portal or paid sol icitor
17

of purchasers of securities? 􀆑 Yes 􀆑 No

If Yes to any of the above, ex pl ain: __________________________________

(3) Is any such person subject to a final order of a state securities com m ission (or an ag ency
or officer of a state perf orm ing l ik e f unctions); a state authority that supervises or
ex am ines bank s, saving s associations or credit unions; a state insurance com m ission (or
an ag ency or officer of a state perf orm ing l ik e f unctions); an appropriate f ederal bank ing
ag ency; the U.S. Com m odity Futures Trading Com m ission; or the National Credit Union
Adm inistration that:

􀆑
􀆑

(i) at the tim e of the fil ing of this offering statem ent bars the person f rom :

(A) association with an entity reg ul ated by such com m ission, authority,

ag ency or officer? 􀆑 Yes 􀆑 No

(B) eng ag ing in the business of securities, insurance or bank ing ?
Yes 􀆑 No

(C) eng ag ing in saving s association or credit union activities?
Yes 􀆑 No
(ii) constitutes a final order based on a viol ation of any l aw or reg ul ation that
prohibits f raudul ent, m anipul ative or deceptive conduct and f or which the order
was entered within the 10-year period ending on the date of the fil ing of this
offering statem ent? 􀆑 Yes 􀆑 No

If Yes to any of the above, ex pl ain: _______________________________________

(4) Is any such person subject to an order of the Com m ission entered pursuant to Section
15(b) or 15B(c) of the Ex chang e Act or Section 203(e) or (f ) of the Investm ent Advisers
Act of 1940 that, at the tim e of the fil ing of this offering statem ent:

(i) suspends or revok es such person’s reg istration as a brok er, deal er, m unicipal

securities deal er, investm ent adviser or f unding portal ? 􀆑 Yes 􀆑 No

(ii) pl aces l im itations on the activities, f unctions or operations of such person?

􀆑 Yes 􀆑 No

(iii) bars such person f rom being associated with any entity or f rom participating in

the offering of any penny stock ? 􀆑 Yes 􀆑 No

If Yes to any of the above, ex pl ain: ______________________________________

(5) Is any such person subject to any order of the Com m ission entered within five years
bef ore the fil ing of this offering statem ent that, at the tim e of the fil ing of this offering
statem ent, orders the person to cease and desist f rom com m itting or causing a viol ation
or f uture viol ation of :

(i) any scienter-based anti-f raud provision of the f ederal securities l aws, incl uding

without l im itation Section 17(a)(1) of the Securities Act, Section 10(b) of the

Ex chang e Act, Section 15(c)(1) of the Ex chang e Act and Section 206(1) of the

Investm ent Advisers Act of 1940 or any other rul e or reg ul ation thereunder?

􀆑 Yes 􀆑 No

(ii) Section 5 of the Securities Act? 􀆑 Yes 􀆑 No

If Yes to either of the above, ex pl ain: _____________________________________
18

(6) Is any such person suspended or ex pel l ed f rom m em bership in, or suspended or barred
f rom association with a m em ber of , a reg istered national securities ex chang e or a
reg istered national or affil iated securities association f or any act or om ission to act
constituting conduct inconsistent with just and equitabl e principl es of trade?
􀆑 Yes 􀆑 No
If Yes, ex pl ain: _________________________________________________

(7) Has any such person fil ed (as a reg istrant or issuer), or was any such person or was any
such person nam ed as an underwriter in, any reg istration statem ent or Reg ul ation A
offering statem ent fil ed with the Com m ission that, within five years bef ore the fil ing of
this offering statem ent, was the subject of a ref usal order, stop order, or order
suspending the Reg ul ation A ex em ption, or is any such person, at the tim e of such fil ing ,
the subject of an investig ation or proceeding to determ ine whether a stop order or
suspension order shoul d be issued?
􀆑 Yes 􀆑 No
If Yes, ex pl ain: ___________________________________________

(8) Is any such person subject to a United States Postal Service f al se representation order
entered within five years bef ore the fil ing of the inf orm ation required by Section 4A(b)
of the Securities Act, or is any such person, at the tim e of fil ing of this offering
statem ent, subject to a tem porary restraining order or prel im inary injunction with respect
to conduct al l eg ed by the United States Postal Service to constitute a schem e or device
f or obtaining m oney or property throug h the m ail by m eans of f al se representations?
􀆑 Yes 􀆑 No
If Yes, ex pl ain: ____________________________________________

If you would have answered “Yes” to any of these questions had the conviction, order, judgment,
decree, suspension, expulsion or bar occurred or been issued after May 16, 2016, then you are NOT
eligible to rely on this exemption under Section 4(a)(6) of the Securities Act.
INSTRUCTIONS TO QUESTION 30: Final order m eans a written directive or decl aratory statem ent
issued by a f ederal or state ag ency, described in Rul e 503(a)(3) of Reg ul ation Crowdf unding , under
appl icabl e statutory authority that provides f or notice and an opportunity f or hearing , which constitutes a
final disposition or action by that f ederal or state ag ency.
No m atters are required to be discl osed with respect to events rel ating to any affil iated issuer that
occurred bef ore the affil iation arose if the affil iated entity is not (i) in control of the issuer or (ii) under
com m on control with the issuer by a third party that was in control of the affil iated entity at the tim e of
such events.
OTHER MATERIAL INFORMATION
31.

In addition to the inf orm ation ex pressl y required to be incl uded in this Form , incl ude:

(1) any other m aterial inf orm ation presented to investors; and

(2) such f urther m aterial inf orm ation, if any, as m ay be necessary to m ak e the required

statem ents, in the l ig ht of the circum stances under which they are m ade, not

m isl eading .

INSTRUCTIONS TO QUESTION 31: If inf orm ation is presented to investors in a f orm at, m edia or
other m eans not abl e to be reflected in tex t or portabl e docum ent f orm at, the issuer shoul d incl ude

19

(a) a description of the m aterial content of such inf orm ation;
(b) a description of the f orm at in which such discl osure is presented; and
(c) in the case of discl osure in video, audio or other dynam ic m edia or f orm at, a transcript or
description of such discl osure.
ONGOING REPORTING

The issuer wil l fil e a report el ectronical l y with the Securities & Ex chang e Com m ission annual l y and post the
report on its website, no l ater than:
---------------------------------------------------------------------------------------------------------(120 days af ter the end of each fiscal year covered by the report).
Once posted, the annual report m ay be f ound on the issuer’s website at:
---------------------------------------------------------------------------------------------------------The issuer m ust continue to com pl y with the ong oing reporting requirem ents until :

(1) the issuer is required to fil e reports under Section 13(a) or Section 15(d) of the Ex chang e Act;

(2) The issuer has fil ed, since its m ost recent sal e of securities pursuant to this part, at l east one

annual report pursuant to this section and has f ewer than 300 hol ders of record;

(3) The issuer has fil ed, since its m ost recent sal e of securities pursuant to this part, the annual

reports required pursuant to this section f or at l east the three m ost recent years and has total

assets that do not ex ceed $10,000,000;

(4) the issuer or another party repurchases al l of the securities issued in rel iance on Section 4(a)(6)

of the Securities Act, incl uding any paym ent in f ul l of debt securities or any com pl ete redem p-

tion of redeem abl e securities; or

(5) the issuer l iquidates or dissol ves its business in accordance with state l aw.

20