These Frequently Asked Questions (FAQs) summarize some of the factual information investors may have when considering an investment in Worldwide Stages’ (the Company) Reg A offering. They are not designed to provide a full disclosure of all risks involved in investing in Worldwide Stages and each investor is advised:
- To consult legal, tax, investment or other professional advice before investing in the Company,
- Carefully review all the disclosures and documents provided as part of the Company’s Offering Circular, and
- If you are in doubt about making an investment, do not invest.
Worldwide Stages and its employees are prohibited from offering advice about the offering and from recommending any investment in the Company. This means the decision to invest must be based solely on your own individual consideration and analysis of the risks.
Regulation A+ allows startups and later stage companies to raise as much as $75M from both accredited and non-accredited investors. Regulation A+ is broken up into two tiers, Tier 1 and Tier 2. Tier 1 allows companies to raise up to $20M while Tier 2 allows them to raise up to $75M.
Traditionally, investing in growth-stage companies has been the privilege of the wealthiest Americans. Accredited investors (people making $200,000 or more for two most recent years, or with a net worth of $1 million) were the only ones allowed by the Securities Exchange Commission to invest in startups. Investing is starting to see greater democratization, however.
In 2012, President Obama signed the American JOBS Act into law, which had 10 provisions to improve the working outlook and overall financial opportunities for Americans. Title IV of the JOBS Act, also referred to as Regulation A+, allows companies that want to raise between $3 million and $75 million to do so from anyone – regardless of assets and income levels.
This particular portion of the JOBS Act was enacted in June of 2015 and it is still gaining momentum. When the intricacies of the act are boiled down, it is a pretty simple concept. Investing in companies is no longer just for the rich and already-affluent. Any person in the world can invest their money in a company they believe in, and see the potential financial rewards of that investment.
This is a Tier 2 offering:
- Anyone can invest, worldwide
- The company can publicly advertise
- No state registration required
- Requires Audited Financials
- Non-accredited investors are limited to 10% of income/net worth per year
Please note that the regulations of your country may restrict you from investing via Reg A+ offerings. As an investor, you must check the regulations that apply to you, in your country.
No. The Company is issuing stock directly to investors. You can buy stock in Worldwide Stages by clicking on the Invest Now icon.
There is no limit to the amount you can invest if you are an accredited investor.
An Accredited Investor is someone who is:
- “A natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year."
- “A natural person who has an individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of investment, excluding the value of the primary residence of such person.”
If you are a non-accredited investor, you can invest up to 10% of your annual income/net worth per year (whichever is the larger amount).
There really is no formal process for distinguishing between an accredited and non-accredited investor, so investors will need to self-state their income and net worth when purchasing from Worldwide Stages stock.
Only a few minutes. Just click the Invest Now icon, complete the investment form and make payment via credit card, check, wire, or ACH. After your payment has been received, you will receive your subscription agreement that will need to digitally sign (after which the Company will process your investment and issue your stock).
To qualify you as a purchaser able to participate in a Reg A – Tier 2 offering, you may need to provide some information prior to purchasing stock (to confirm you are an accredited investor or that your income qualifies you to invest at the level you desire).
At any time you can email the Company at email@example.com to get answers to your questions about how to invest in Worldwide Stages.
The investor enters the investment process by clicking on the "Invest Now" button on the offering page.
The investor completes the form and provides us with all the information that is needed to make an investment. This step doesn't take longer than 5-8 minutes.
The investor decides which payment method fits them the best, and sends the payment. Worldwide Stages supports: Wire transfer, ACH, Debit and Credit card (Visa & MasterCard only), Check.
The issuer company receives the payment. When the offering has a minimum raise amount, the money first gets deposited into the issuer company's escrow account and stays there, until the minimum amount gets exceeded.
Worldwide Stages runs an AML check on the investor to make sure that everything is fine.
In the case of Reg A offerings, the issuer company may verify its investors to be accredited. We have a built-in solution for this in our system to assist companies that retain us.
We send the subscription agreement to the investor who signs it.
The issuer company accepts investor and investor funds by countersigning the Subscription Agreement.
AML checks are a regulatory requirement developed to combat money laundering, terrorist financing and threats to the integrity of the financial system. KYC checks specifically verify the identity of our investors.
You can find information about Worldwide Stages by examining its offering page, our Offering Circular, and all the content available on our website. You can also contact the company directly or just email the company at firstname.lastname@example.org. And of course, we encourage you to dig deeply using the Internet and all resources available to you.
You must read the Offering Circular to become aware of the details.
Regulation A+ doesn’t set any limits on how much or when you sell your stock.
However, Worldwide Stages stock is not currently traded on any “open market” system (such as NYSE or NASDAQ), so you may have difficulty finding a private purchaser.
At some point the Company may create an Alternative Trading System (ATS) that will match sellers and buyers, but there can be no guarantee that this will happen (or if it does that the ATS will have sufficient volume to allow all sellers to be matched with a buyer).
At some point the Company may make their post offering Reg A+ shares tradable on one of the OTC, NASDAQ or NYSE markets. These markets -especially the NYSE- provides high liquidity to investors, so you can easily sell your shares, if you choose to. There is no guarantee that this will happen, however.
- Have had an annual income of $200,000 if filing individually or $300,000 if filing jointly for each of the two most recent years, and a reasonable expectation to maintain that income for the following year, or
- Have a net worth of $1,000,000, not including his or her primary residence.
- Is a Trust or Entity with assets of $5,000,000 or
- Is a Trust or Entity solely owned by accredited investors
Prior to making an investment in the Company, you are advised to consider the risks of investing and determine whether such an investment is appropriate for you. As with any equity investment, you could lose your entire investment.
You should read our discussion of the risks in the Offering Circular and pay special attention to the fact that your investment will only make money if the Company’s business succeeds.
General risks related to any investment in a Reg A offering include:
- investment risks related to the loss of your principle, the amount/timing/frequency of any returns, a delay in any returns, and lack of liquidity in your investment;
- securities risks related to the type of stock purchased, dilution over time, your status as a minority shareholder, lack of market valuation, risk of business failure, risks related to any profitability, and risks related to future funding needs; and
- business risks related to the limited disclosures required of Reg A companies, personnel risks related to the critical role of management of the Company, competition and growth risks, control and fraud risks, and market demand risks.
While investing in a private company, especially a startup such as Worldwide Stages, may offer great returns on your original investment, such investing will also put the entire amount of your investment at risk. There are situations in which the Company might fail or you may not be able to sell the stock that you own in the Company. You should not invest any funds unless you are able to afford the entire loss of your investment.
You are investing in Class B Common Stock of the Company. In general, Common Stock conveys a portion of the ownership interest in the Company to the holder of the security (stockholder). Stockholders are usually entitled to receive dividends when and if declared, vote on corporate matters, and receive information about the Company, including financial statements. You should take the time to understand the nature of the securities instrument that you are investing in and how it might be affected by the other classes of equity issued by the Company. In general, Common Stock is a long-term investment and the amount of return on any investment in Common Stock of the Company is not guaranteed. Any returns that you may receive may be variable in amount, frequency, and timing. Any returns may take a significant amount of time to materialize, and it may also take a significant amount of time before you will know if your investment in the Company will generate any return.
The risks highlighted above are non-exhaustive. Investors must carefully review the Company’s Offering Circular for a more complete set of risk factors.
You should only invest an amount of money you can afford to lose without impacting your lifestyle.
This is not a comprehensive list of all risks inherent in any equity investment. Each investor will have a different risk tolerance, portfolio, and economic condition, such that prior to any investment each investor is advised to consult legal, tax, investment or other professional and carefully review all the disclosures and documents provided as part of any offering materials. If in doubt, do not invest.
Principal risk: Investing in the equity of private companies, especially companies that do not have a documented history of profitability, may put the entire amount of your investment at risk. There are many situations in which the Company may fail completely or you may not be able to sell the stock that you own in the Company. In these situations, you may lose the entire amount of your investment. You should not invest any funds unless you are able to bear the entire loss of the investment.
Returns risk: The amount of return on investment, if any, is highly variable and is not guaranteed. Some private companies may be successful and generate significant returns, but many will not be successful and will only generate small returns, if any at all. Any returns that you may receive will be variable in amount, frequency, and timing. You should not invest any funds in which you require a regular, predictable and/or stable return.
Returns delay: Any returns may take significant time to materialize. Most companies take five to seven years to generate any investment return. It may also take many years before you will know if an investment will generate any return. You should not invest any funds in which you require a return within a certain timeframe.
Liquidity risk: It may be difficult to sell your securities. Privately held companies are not traded on a public stock exchange where a market for their securities exists. If there is no readily available secondary market for private buyers to purchase your securities, you may not be able to sell your stock. Furthermore, there may be restrictions on the resale of the securities you purchase and your ability to transfer. You should not invest any funds in which you require the ability to withdraw, cash-out, or liquidate within a certain period of time.
Common equity risk: The Company has multiple classes of equity and you may be investing in Class B Common Stock of the Company. The different classes of the Company’s securities all have different inherent risks caused by their structure. You should take the time to understand the nature of the securities instrument that you are investing in.
Dilution: The Company may need to raise additional capital in the future. If the Company issues additional equity then these new securities will dilute the percentage ownership that you have in the business.
Minority stake: As a smaller shareholder in the business you have less voting rights and ability to influence the direction of the Company than larger investors or owners of other classes of the Company’s equity. In some cases, this may mean that your securities are treated less preferentially than larger security holders or holders of securities in a different class.
Valuation risk: Unlike publicly traded companies that are valued publicly through market-driven stock prices, the valuation of private companies is difficult to assess. The Company has set the share price for your investment and you may risk overpaying for your investment. The price you pay for your investment may have a material impact on your eventual return if any at all.
Failure risk: Investments in private companies are speculative and these companies can fail. Unlike an investment in a mature business where there is a track record of revenue and income, the success of early-stage companies often relies on the development of a new product or service that may or may not find a market. You should be able to afford and be prepared to lose your entire investment.
Revenue risk: The Company is at an early phase and just beginning to implement its business plan. There can be no assurance that it will ever operate profitably. The likelihood of achieving profitability should be considered in light of the problems, expenses, difficulties, complications, and delays usually encountered by all companies in their early stages of development; any such company may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.
Funding risk: The Company may require funds in excess of its existing cash resources to fund operating expenses, develop new products, expand its marketing capabilities, and finance general and administrative activities. Due to market conditions at the time the Company needs additional funding, it is possible that the Company will be unable to obtain additional funding when it needs it, or the terms of any available funding may be unfavorable. If the Company is unable to obtain additional funding, it may not be able to repay debts when they are due or the new funding may excessively dilute existing investors. If the Company is unable to obtain additional funding as and when needed, it could be forced to delay its development, marketing and expansion efforts and, if it continues to experience losses, potentially cease operations.
Disclosure risks: Under the Reg A provisions of the Securities Act of 1933 the Company only has to provide limited information about its business plan and operations.
Personnel risks: An investment in a private company is also an investment in the management of the company. Being able to execute on the business plan is often an important factor in whether the business is viable and successful. You should be aware that a portion of your investment may fund the compensation of the Company’s employees, including its management. You should carefully review any disclosure regarding the Company’s use of proceeds. You should also carefully consider the experience and expertise of the management team.
Growth risk: The Company may need to expand significantly. There can be no assurance that it will achieve this expansion. Expansion may place a significant strain on the Company’s management, operational and financial resources. To manage growth, the Company in its early stages of development will be required to implement operational and financial systems, procedures and controls. It also will be required to expand its finance, administrative and operations staff. There can be no assurance that the Company’s current and planned personnel, systems, procedures, and controls will be adequate to support its future operations. The Company’s failure to manage growth effectively could have a material adverse effect on its business, results of operations, and financial condition.
Competition risk: The Company may face competition from other companies, some of which might have received more funding than the Company. One or more of the Company’s competitors could offer services similar to those offered by the Company at significantly lower prices, which would cause downward pressure on the prices the Company would be able to charge for its services. If the Company is not able to charge the prices it anticipates charging for its services, there may be a material adverse effect on the Company’s results of operations and financial condition.
Market demand risk: While the Company believes that there will be customer demand for its products, there is no assurance that there will be broad market acceptance of the Company’s offerings. There also may not be broad market acceptance of the Company’s offerings if its competitors offer products which are preferred by prospective customers. In such event, there may be a material adverse effect on the Company’s results of operations and financial condition, and the business may not be able to achieve its goals.
Control risks: Because the Company’s founders, directors, and executive officers may be among the Company’s largest stockholders, they can exert significant control over the Company’s business and affairs and have actual or potential interests that may depart from yours. The Company’s founders, directors, and executive officers may own or control a significant percentage of the business. In addition to their board seats, such persons will have significant influence over corporate actions requiring stockholder approval, irrespective of how the Company’s other stockholders, including you, may vote. Such persons’ ownership may also discourage a potential acquirer from making an offer to acquire the Company, which in turn could reduce the Company’s stock price or prevent you from realizing a premium on your investment.
Types of Securities Offered
Common Stock: Conveys a portion of the ownership interest in the Company to the holder of the security. Stockholders are usually entitled to receive dividends when and if declared, vote on corporate matters, and receive information about the Company, including financial statements. This is the riskiest type of equity security since common stock is last in line to be paid if a company fails. You should read our discussion of the risks of investing here, and pay special attention to the fact that your investment will only make money if the Company’s business succeeds. Common Stock is a long-term investment.
Preferred Stock: Stock that has priority over common stock as to the distribution of the assets of the Company. While preferred stock gets paid ahead of common stock, it will still only be repaid on liquidation if there is money left over after the Company’s debts are paid. You should review the terms of the preferred stock to know when that might happen.
Title IV (Regulation A+)
Regulation A+ allows startups and later stage companies to raise as much as $75M from both accredited and non-accredited investors. Regulation A+ broken up into two tiers, Tier 1 and Tier 2. Tier 1 allows companies to raise up to $20M while Tier 2 allows them to raise up to $75M.
Please note that the regulations of your country may restrict you from investing via Reg A+ offerings. As an investor, you must check the regulations that apply to you, in your country.
The risks highlighted above are non-exhaustive. Investors must carefully review the Company's offering materials for a more complete set of risk factors specific to the investment. You should only invest an amount of money you can afford to lose without impacting your lifestyle.
If you make an investment in error, contact the Company immediately to request them to cancel your investment by email using the email and information published on the offering page.
The securities offered are only suitable for potential investors who are familiar with and willing to accept the risk of loss associated with high risk and illiquid private investments. It may be difficult or impossible to sell your securities. There can be no guarantees of liquidity or favorable prices for the securities you might buy. Also, there may be no readily available secondary market for private buyers to purchase your securities. Furthermore, there may be restrictions on the resale of the securities you purchase and your ability to transfer them. You should not invest any funds in which you require the ability to withdraw, cash-out, or liquidate within a certain period of time.
If you have any questions, please read our FAQs or Contact Us. If in doubt, do not invest.