Form 1 - Start-up Crowdfunding – Offering Document
GENERAL INSTRUCTIONS:
(1) This offering document and all amendments must be typed, printed, signed, and filed
with the securities regulatory authority or regulator of each of the participating
jurisdictions where the issuer has made a start-up crowdfunding distribution, as well as
with the securities regulatory authority or regulator in the issuer’s head office jurisdiction
at the address(es) provided on the last page of this form no later than the 30th day after
the closing of the distribution. Issuers must also file a report of exempt distribution no
later than the 30th day after the closing of the distribution.
(2) This offering document must be completed and certified by an authorized individual on
behalf of the issuer.
(3) Draft this offering document so that it is easy to read and understand. Be concise and
use clear, plain language. Avoid technical terms.
(4) Conform as closely as possible to the format set out in this form. Address the items in
the order set out below. No variation of headings, numbering or information set out in
the form is allowed and all are to be displayed as shown.
(5) For information on how to complete this form, please refer to the Start-up Crowdfunding
Guide for Businesses available on the website of the securities regulatory authority or
regulator of the participating jurisdictions.
(6) This offering document is to be provided to your funding portal which has to make it
available on its website. If the information contained in this offering document no longer
applies or is no longer true, you must immediately amend the document and send the
new version to the funding portal.
Item 1: RISKS OF INVESTING
1.1
Include the following statement, in bold type:
“No securities regulatory authority or regulator has assessed reviewed or approved
the
merits
of
these
securities
or
reviewed
this
offering
document.
Any
representation to the contrary is an offence. This is a risky investment.”
Item 2: THE ISSUER
2.1
Provide the following information for the issuer:
(a) Full legal name as it appears in the issuer’s organizing documents,
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(b) Head office address,
(c) Telephone,
(d) Fax, and
(e) Website URL.
2.2
Provide the following information for a contact person of the issuer who is able to answer
questions from purchasers and security regulatory authority or regulator:
(a) Full legal name (first name, middle name and last name),
(b) Position held with the issuer,
(c) Business address,
(d) Business telephone,
(e) Fax, and
(f)
Business e-mail.
Item 3: BUSINESS OVERVIEW
3.1
Briefly explain, in a few lines, the issuer’s business and why the issuer is raising funds.
Include the following statement, in bold type:
“A more detailed description of the issuer’s business is provided below.”
Item 4: MANAGEMENT
4.1
Provide the information in the following table for each promoter, director, officer and
control person of the issuer:
Full legal
Principal
Expertise,
name
occupation
education, and
municipality
for the last
experience
of
five years
that is relevant
residence
to the issuer’s
and
business
position at
issuer
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Number
Date
Percentage of
and type of
securities
the
securities
were
issuer’s
of the
acquired
securities
issuer
and price
held as of the
owned
paid for the
date of this
securities
offering
document
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4.2
State whether each person listed in item 4.1 or the issuer, as the case may be:
(a) has ever, pled guilty to or been found guilty of:
(i) a summary conviction or indictable offence under the Criminal Code (R.S.C.,
1985, c. C-46) of Canada,
(ii) a quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction,
(iii) a misdemeanour or felony under the criminal legislation of the United States of
America, or any state or territory therein, or
(iv) an offence under the criminal legislation of any other foreign jurisdiction,
(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree,
sanction, or administrative penalty imposed by a government agency, administrative
agency, self-regulatory organization, civil court, or administrative court of Canada or a
foreign jurisdiction in the last ten years related to his or her involvement in any type of
business, securities, insurance or banking activity,
(c) is or has been the subject of a bankruptcy or insolvency proceeding,
(d) is a director or executive officer of an issuer that is or has been subject to a
proceeding described in paragraphs (a), (b) or (c) above.
Item 5: START-UP CROWDFUNDING DISTRIBUTION
5.1
Provide the name of the funding portal the issuer is using to conduct its start-up
crowdfunding distribution.
5.2
List the name of all the participating jurisdictions (Canadian province or territory) where
the issuer intends to raise funds and make this offering document available.
5.3
Provide the following information with respect to the start-up crowdfunding distribution:
(a) the date before which the issuer must have raised the minimum offering amount for
the closing of the distribution (no later than 90 days after the date this offering
document is made available on the funding portal), and
(b) the date(s) and description of any amendment(s) made to this offering document, if
any.
5.4
Indicate the type of eligible securities offered.
5.5
The eligible securities offered provide the following rights (choose all that apply):
Voting rights,
Dividends or interests (describe any right to receive dividends or interest),
Rights on dissolution,
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Conversion rights (describe what each security is convertible into),
Other (describe the rights).
5.6
Provide a brief summary of any other material restrictions or conditions that attach to the
eligible securities being offered, such as tag-along, drag along or pre-emptive rights.
5.7
In a table, provide the following information:
Total amount ($)
Total number of eligible securities
issuable
Minimum offering amount
Maximum offering amount
Price per eligible security
5.8
Indicate the minimum investment amount per purchaser, if any.
Item 6: ISSUER’S BUSINESS
6.1
Describe the issuer’s business. Provide details about the issuer’s industry and operations.
6.2
Describe the legal structure of the issuer and indicate the jurisdiction where the issuer is
incorporated or organized.
6.3
Indicate where the issuer’s articles of incorporation, limited partnership agreement,
shareholder agreement or similar document are available to purchasers.
6.4
Indicate which statement(s) best describe the issuer’s operations (select all that
apply):
Has never conducted operations,
Is in the development stage,
Is currently conducting operations,
Has shown profit in the last financial year.
6.5
Indicate whether the issuer has financial statements available. If yes, include the
following statement, in bold type:
“Information for purchasers: If you receive financial statements from an
issuer conducting a start-up crowdfunding distribution, you should know that
those financial statements have not been provided to or reviewed by a
securities regulatory authority or regulator. They are not part of this offering
document. You should ask the issuer which accounting standards were used
to prepare the financial statements and whether the financial statements have
been audited. You should also consider seeking advice of an accountant or
an independent financial adviser about the information in the financial
statements.”
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Item 7: USE OF FUNDS
7.1
Provide information on all funds previously raised and how they were used by the issuer.
7.2
Using the following table, provide a detailed breakdown of how the issuer will use the
funds from this start-up crowdfunding distribution. If any of the funds will be paid directly
or indirectly to a promoter, director, officer or control person of the issuer, disclose in a
note to the table the name of the person, the relationship to the issuer and the amount. If
more than 10% of the available funds will be used by the issuer to pay debt and the
issuer incurred the debt within the two preceding financial years, describe why the debt
was incurred.
Description of intended use of funds
Total amount ($)
listed in order or priority
Assuming minimum
Assuming maximum
offering amount
offering amount
Item 8: PREVIOUS START-UP CROWDFUNDING DISTRIBUTIONS
8.1
For each start-up crowdfunding distribution in which the issuer and each promoter,
director, officer and control person of the issuer have been involved in any of the
participating jurisdictions in the past five years, provide the information below:
(a) the full legal name of the issuer that made the distribution,
(b) the name of the funding portal, and
(c) whether the distribution successfully closed, was withdrawn by the issuer or did not
close because the minimum offering amount was not reached and the date on which
any of these occurred.
Item 9: COMPENSATION PAID TO FUNDING PORTAL
9.1
Describe the commission, fee and any other amounts expected to be paid by the issuer
to the funding portal for this start-up crowdfunding distribution.
Item 10: RISK FACTORS
10.1 Describe in order of importance, starting with the most important, the main risks of
investing in the issuer’s business for the purchasers.
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Item 11: REPORTING OBLIGATIONS
11.1 Describe the nature and frequency of any disclosure of information the issuer intends to
provide to purchasers after the closing of the distribution and explain how purchasers can
access this information.
Item 12: RESALE RESTRICTIONS
12.1 Include the following statement, in bold type:
“The securities you are purchasing are subject to a resale restriction. You may
never be able to resell the securities.”
Item 13: PURCHASERS’ RIGHTS
13.1 Include the following statement, in bold type:
“If you purchase these securities, your rights may be limited and you will not have
the same rights that are attached to a prospectus under applicable securities
legislation. For information about your rights you should consult a lawyer.
You can cancel your agreement to purchase these securities. To do so, you must
send a notice to the funding portal within 48 hours of your subscription. If there is
an amendment to this offering document, you can cancel your agreement to
purchase these securities by sending a notice to the funding portal within 48
hours of receiving notice of the amendment.
The offering of securities described in this offering document is made pursuant to
a start-up crowdfunding registration and prospectus exemptions order issued by
the securities regulatory authority or regulator in each participating jurisdiction
exempting the issuer from the prospectus requirement.
[If the funding portal is not operated by a registered dealer in any of the
participating jurisdictions where you intend to raise funds, add the phrase “and
the funding portal from the registration requirement” after the words “
prospectus requirement” in the above paragraph].”
Item 14: DATE AND CERTIFICATE
14.1 Include the following statement, in bold type:
“On behalf of the issuer, I certify that the statements made in this offering
document are true.”
14.2 Provide the signature, date of the signature, name and position of the authorized
individual certifying this offering document.
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14.3 If this offering document is signed electronically, include the following statement, in bold
type:
“I acknowledge that I am signing this offering document electronically and agree
that this is the legal equivalent of my handwritten signature. I will not at any time in
the future claim that my electronic signature is not legally binding.”
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Securities regulatory authority and regulators of the participating jurisdictions:
British Columbia
British Columbia Securities CommissionThe document must
be filed electronically at the same time as the report of exempt
distribution in Form 45-106F6 at www.bcsc.bc.ca (click on
BCSC eServices and follow the steps).
Manitoba
The Manitoba Securities Commission
500 – 400 St Mary Avenue
Winnipeg, Manitoba R3C 4K5
Telephone: 204-945-2548
Toll free in Manitoba: 1-800-655-2548
Fax: 204-945-0330
E-mail: Exemptions.msc@gov.mb.ca
www.msc.gov.mb.ca
New Brunswick
Financial and Consumer Services Commission
85 Charlotte Street, Suite 300
Saint John, New Brunswick E2L 2J2
Toll free: 1-866-933-2222
Fax: 506-658-3059
E-mail: info@fcnb.ca
www.fcnb.ca
Nova Scotia
Nova Scotia Securities Commission
Suite 400, 5251 Duke Street
Halifax, Nova Scotia B3J 1P3
Telephone: 902-424-7768
Toll free in Nova Scotia: 1-855-424-2499
Fax: 902-424-4625
E-mail: nssc.crowdfunding@novascotia.ca
www.nssc.gov.ns.ca
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Québec
Autorité des marchés financiers
Direction du financement des sociétés
800, rue du Square-Victoria, 22nd floor
P.O. Box 246, Tour de la Bourse
Montréal, Québec H4Z 1G3
Telephone: 514-395-0337
Toll free in Québec: 1-877-525-0337
Fax: 514-873-3090
E-mail: financement-participatif@lautorite.qc.ca
www.lautorite.qc.ca
Saskatchewan
Financial and Consumer Affairs Authority of Saskatchewan
Securities Division
Suite 601 - 1919 Saskatchewan Drive
Regina, Saskatchewan S4P 4H2
Telephone: 306-787-5645
Fax: 306-787-5842
E-mail: exemptions@gov.sk.ca
www.fcaa.gov.sk.ca
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