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Investors

Who is JUSTLY Markets?

We are a FINRA and  SEC registered broker-dealer, so unlike other platforms in this space, we are required to meet high standards of compliance and risk management. Via JUSTLY, everyone can invest as little as $100 in the startups that speak to them. You are investing directly into a business with the knowledge of making a positive impact and hopefully a profit.

You decide which companies are worthy of funding. If the business does well, you may make money. If it doesn’t do well, you can lose all your money.

How will I know if a company is truly ESG?

JUSTLY uses an independent, third-party specialist to review the company. If it meets various criteria, it will be indicated as part of the company information.

Are JUSTLY listed companies like those listed on NASDAQ or NYSE?

No, these companies are everything from a new startup to a private company that has been in business for multiple years.
The major differences are: 

  • It’s a much riskier investment. Never invest more than you can afford to lose. There are no guarantees of performance. Past performance is no guarantee of future results. 
  • The majority of startups do not make it and go bankrupt. 
  • When it does work, it may take years to reap any rewards, so expect to hold for years. 
  • Your investment goes directly to the company, therefore you are helping create jobs, products, and grow a business that aligns with your social conscious. By using JUSTLY to invest, you are making a positive social impact. 

What type of companies can I invest in via JUSTLY?

There will be a variety of companies from various industries, with a focus on ESG. The companies will vary from electric vehicles to software to healthcare to clean power.

How much can I invest?

This primarily depends on two things: the type of offering you are investing in and your accredited investor status.

Check here to find your accredited investor status.

JUSTLY offers investments in Reg. A, CF and D.  Most of the companies listed on JUSTLY are listed under either Regulation Crowdfunding (Reg. CF) or Reg. D. 

As an accredited investor, there are no investment limits for investing in Reg. CF or Reg. A.

If you are a non-accredited investor, your investment limits for Reg. CF and Reg. A fully depend on your annual income level and net worth. Learn more.

When investing in Reg CF offerings, you have up to 48 hours prior to the end of the offer period to change your mind and cancel your investment commitment for any reasonHowever, once the offering period is within 48 hours of ending, you will not be able to cancel for any reason if you make your commitment during this period or if the company files new information with the SEC post-offering that would otherwise cause you to make a different investment decision.

Note – Failure to provide true and correct information regarding your income, net worth, or previous investments may result in your investment commitments being cancelled and your account frozen.

How will I know my Investment has been accepted?

When you invest in an offering that has a minimum raise amount, the money will be held in escrow until at least the minimum raise amount is met. Once it is met and the issuer has accepted your subscription, you will receive confirmation shortly from the issuer, if it isn’t the money is returned to you. 

What types of securities can JUSTLY offer?

JUSTLY can offer the following types of securities on our platform, including: 

Equity Securities – When you buy an “equity security,” like the common stock of a corporation, you receive shares and are an owner of the company. The value of your “equity” in the company is dependent upon the company’s success and financial health. If the company does well financially, this generally should be reflected in the value of your shares and vice versa.  Unless otherwise specified, there is no obligation for the company to provide any returns, cash flows or dividends to the investor. 

“Preferred” Equity Securities – As an equity investor, you are betting on that company’s potential success, which is not guaranteed. Typically, the holders of the preferred equity security have a right to receive distributions before the holders of the common equity holders. Just as there are upsides to being an equity owner, there are also downsides and inherent risks such as: 

    • In the event of company insolvency, common shareholders will be paid last after all debtholders.  Preferred equity holders are paid after creditors, but before common equity shareholders. 
    • If you are a minority shareholder, you will not benefit from voting rights, or be in any position to influence or control the direction of the company.    
    • There are tax consequences to consider beyond the taxable income you may receive in distributions from the company (i.e., “pass through” taxation if company is structured as a limited liability companies).   
    • Your interest and voting rights, if applicable, will be “diluted” as the company issues additional shares.  

Debt Securities – When you buy a “debt security,” like a promissory note or bond, you are a creditor and not an owner of the company. You are relying on the company’s financial ability to repay your loan; plus, any interest you’ve been promised. If you hold the security to maturity, the principal of your security remains the same. However, you have limited return potential as you don’t directly share in any upside appreciation the company may experience financially. 

Just as there are upsides to being an debt holder, there are also downsides and inherent risks such as: 

    • Default risk – The investor accepts the risk that the borrower will be unable to keep up the interest payments or return the principal invested.  
    • Inflation Risk – With a bond you generally receive a fixed rate of return for the time when the bond is held. If the cost of living and inflation increases on an exponential basis, the overall purchasing power significantly goes down.  
    •  Rights are Subordinate too Other Lenders:  In the even the company goes bankrupt, as a subordinate lender, you would only be entitled to any funds that remain after payments to those higher priority lenders (i.e., banks or tax agencies.  
    • Lack of Third-Party Credit Ratings:  The companies on the Platform will generally not be rated by third-party credit rating agencies (i.e., Moody’s and Standard & Poors).  Therefore, you will not have an objective measure to evaluate the issuer’s ability to pay their debt obligations.  

Hybrid Securities – is a generic term used to describe a security that combines elements of debt securities and equity securities. Hybrid securities typically promise to pay a rate of return (fixed or floating) until a certain date. 

Convertible Securities – A security – usually a bond or a preferred stock-that can be converted into a different security – typically shares of the company’s common stock. In most cases, the holder of the convertible security determines when and whether to convert.  However, in some cases the company has the right to determine when conversion occurs.   

Convertible securities also carry their own set of risks. 

    • There is no guarantee the company will convert the convertible security into equity securities of the company as obligated upon certain conditions.  
    • If the company encounters financial difficulties, there could be missed payments or total loss of the investment to the investor.  
    • It is possible that the “trigger” event for the conversion of the security occurs, and the security never converts into equity of the company.   
    • If a company is liquidated, the security you end up holding is what will determine whether you will receive some, all or none of your investment back. Noteholders would generally receive their capital back prior to any equity investors, depending on the company’s financial circumstances 

Callable Securities – Any kind of security with a “callable feature allows the company to redeem (“call-back”) the security at an earlier date prior to the maturity date. If called, you will receive the current value of the security. 

The drawback with “callable” securities is you: 

    • forego long-term potential should a company decide to redeem or “call-back” its securities.   
    • may have difficulty finding reinvestment opportunities at a comparable rate.  

Simple Agreement for Future Equity (“SAFE”) – A SAFE is an agreement between a company and an investor in which the company generally promises to give you a future equity stake in the company if certain trigger events occur (i.e., an initial public offering or another round of financing involving equity securities).  SAFEs are not common stock.  An investor is not getting an equity stake in return when they initially purchase a SAFE, unless the terms of the SAFE have been met.  Depending on its terms, a SAFE may not be triggered and an investor may not receive equity in the company, leaving the investor with nothing. It is important to understand what exactly triggers the conversion of the SAFE to equity.  We encourage investors to review these notices to learn more about SAFE securities before investing: Be Safe—5 Things You Need to Know About SAFE Securities and Crowdfunding | FINRA.org and SEC.gov | Investor Bulletin: Be Cautious of SAFEs in Crowdfunding 

Other Kinds of Securities – There may be other types of securities offered on the platform in the future.  We encourage to not limit your evaluation of the offerings on the platform to just the information we and/or the companies make available to you.  You should also conduct independent research to educate yourself on the characteristics, risks and rewards of each type of security in which you are interested in investing.    

As such, investing in the companies on our platform through any type of security type, whether a convertible note or equity security, includes the risk of total loss and is extremely speculative. 

Once invested, how will I know how if the company is performing?

The company has a record of all holders and will send various information throughout the year updating their investors.

In the case of Reg CF issuers, the company is generally required to file annual reports, referred to as Form C-AR with the SEC and post them on its own website within 120 days after the end of the fiscal year. The annual report will typically include:  1.) Updated financial statements certified by the principal executive officer of the Issuer or reviewed or audited, if available; and 2.) updated disclosures about the company’s financial condition.

However, under certain circumstances the company will and is allowed to stop filing annual reports, and/or Justly’s relationship with the company ceases, at which time you may no longer have current information available to you about the company.”

How risky is investing in these companies?

Many of the companies on our platform are considered early-stage companies who are still in the developmental and/or implementation process of their business plan, may have minimal to no operating capital or history, and are in need of additional capital in an effort to carry out their business goals.  Investing in these types of companies is very risky and you should be prepared to lose your investment or wait a significant period of time before realizing any economic benefit from it. Therefore, it’s very important that you consider your immediate and future income needs and invest no more than you can afford to lose. 

How can I reduce my risk?

  • Do your research.
  • Invest in what you care about.
  • Invest in companies whose industry and products you know and or use.
  • Diversify by investing in more than one company rather than putting all your money in just one.
  • Look at who else has invested in the company
  • Expect to lose it all or to wait a few years for any profit.
  • These are tips, not investment recommendations, and you should make your own decisions or speak with your financial advisor when deciding what to invest in.

Is investing via JUSTLY appropriate for me?

If you cannot afford to lose your investment, the answer is, no.

If you cannot afford to wait 3+ years for any sign of return, the answer, no.

Unlike the traditional stock market, these investments are normally “boom or “bust” and it is currently difficult to re-sell your stake to someone else.

Can I resell my investment?

Yes, but it is very difficult currently to do so. JUSTLY is exploring this option, but currently, unlike the traditional stock market, there is very little liquidity, therefore opportunity to do so. We are hoping to change that.

“Securities purchased in a crowdfunding transaction generally cannot be resold for a period of one year, unless the securities are transferred:

  1. to the issuer of the securities;
  2. to an “accredited investor;”
  3. as part of an offering registered with the Commission; or
  4. 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.”

*A family member is defined as 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, including adoptive relationships.

Will my percentage ownership be diluted?

The chances are, yes. Successful startups host many rounds of financing, all the way to an IPO. For each financing, the startup issues additional stock to the new investors. If the value of the company increases with each funding round, this is healthy and normal.

Issuers

Why JUSTLY?

JUSTLY Markets is a FINRA and SEC registered broker-dealer that is a fully owned subsidiary of Ideanomics (NASDAQ: IDEX). Ideanomics knows the ins and outs of private equity fund raising as it has been through the process itself and reached the ultimate goal of being fully listed. Currently IDEX US has a valuation of around a billion dollars, has over 100k shareholders and continues to invest in EV private equity companies. JUSTLY was formed to give companies such as yours the opportunity to reach your goals.

How do you calculate the valuation?

We find founders and companies often have an idea of what they see for the valuation cap and their justification. Our experienced team will then assist during the strategy stage to finalize that number and how it will be achieved.

How much can I expect to raise?

This will depend on what’s agreed to during the strategy stage and the investors we plan to target.

How difficult is the process?

JUSTLY has partnered with KoreConx allowing us to be there for you every step of the way, from legal set-up, to transfer agent, to raising money.

We are fully invested in helping you achieve your financial goals.

.

Am I guaranteed to reach my funding goals?

Unfortunately, there are no guarantees, but if we get the strategy correct along with the cap valuation and marketing, we have a good shot at meeting our investment objectives. 

What types of securities can JUSTLY offer?

JUSTLY can offer the following types of securities on our platform, including: 

Equity Securities – When you buy an “equity security,” like the common stock of a corporation, you receive shares and are an owner of the company. The value of your “equity” in the company is dependent upon the company’s success and financial health. If the company does well financially, this generally should be reflected in the value of your shares and vice versa.  Unless otherwise specified, there is no obligation for the company to provide any returns, cash flows or dividends to the investor. 

“Preferred” Equity Securities – As an equity investor, you are betting on that company’s potential success, which is not guaranteed. Typically, the holders of the preferred equity security have a right to receive distributions before the holders of the common equity holders. Just as there are upsides to being an equity owner, there are also downsides and inherent risks such as: 

    • In the event of company insolvency, common shareholders will be paid last after all debtholders.  Preferred equity holders are paid after creditors, but before common equity shareholders. 
    • If you are a minority shareholder, you will not benefit from voting rights, or be in any position to influence or control the direction of the company.    
    • There are tax consequences to consider beyond the taxable income you may receive in distributions from the company (i.e., “pass through” taxation if company is structured as a limited liability companies).   
    • Your interest and voting rights, if applicable, will be “diluted” as the company issues additional shares.  

Debt Securities – When you buy a “debt security,” like a promissory note or bond, you are a creditor and not an owner of the company. You are relying on the company’s financial ability to repay your loan; plus, any interest you’ve been promised. If you hold the security to maturity, the principal of your security remains the same. However, you have limited return potential as you don’t directly share in any upside appreciation the company may experience financially. 

Just as there are upsides to being an debt holder, there are also downsides and inherent risks such as: 

    • Default risk – The investor accepts the risk that the borrower will be unable to keep up the interest payments or return the principal invested.  
    • Inflation Risk – With a bond you generally receive a fixed rate of return for the time when the bond is held. If the cost of living and inflation increases on an exponential basis, the overall purchasing power significantly goes down.  
    • Rights are Subordinate To Other Lenders:  In the even the company goes bankrupt, as a subordinate lender, you would only be entitled to any funds that remain after payments to those higher priority lenders (i.e., banks or tax agencies.  
    • Lack of Third-Party Credit Ratings:  The companies on the Platform will generally not be rated by third-party credit rating agencies (i.e., Moody’s and Standard & Poors).  Therefore, you will not have an objective measure to evaluate the issuer’s ability to pay their debt obligations.  

Hybrid Securities – is a generic term used to describe a security that combines elements of debt securities and equity securities. Hybrid securities typically promise to pay a rate of return (fixed or floating) until a certain date. 

Convertible Securities – A security – usually a bond or a preferred stock-that can be converted into a different security – typically shares of the company’s common stock. In most cases, the holder of the convertible security determines when and whether to convert.  However, in some cases the company has the right to determine when conversion occurs.   

Convertible securities also carry their own set of risks. 

    • There is no guarantee the company will convert the convertible security into equity securities of the company as obligated upon certain conditions.  
    • If the company encounters financial difficulties, there could be missed payments or total loss of the investment to the investor.  
    • It is possible that the “trigger” event for the conversion of the security occurs, and the security never converts into equity of the company.   
    • If a company is liquidated, the security you end up holding is what will determine whether you will receive some, all or none of your investment back. Noteholders would generally receive their capital back prior to any equity investors, depending on the company’s financial circumstances 

Callable Securities – Any kind of security with a “callable feature allows the company to redeem (“call-back”) the security at an earlier date prior to the maturity date. If called, you will receive the current value of the security. 

The drawback with “callable” securities is you: 

    • forego long-term potential should a company decide to redeem or “call-back” its securities.   
    • may have difficulty finding reinvestment opportunities at a comparable rate.  

Simple Agreement for Future Equity (“SAFE”) – A SAFE is an agreement between a company and an investor in which the company generally promises to give you a future equity stake in the company if certain trigger events occur (i.e., an initial public offering or another round of financing involving equity securities).  SAFEs are not common stock.  An investor is not getting an equity stake in return when they initially purchase a SAFE, unless the terms of the SAFE have been met.  Depending on its terms, a SAFE may not be triggered and an investor may not receive equity in the company, leaving the investor with nothing. It is important to understand what exactly triggers the conversion of the SAFE to equity.  We encourage investors to review these notices to learn more about SAFE securities before investing:  Be Safe—5 Things You Need to Know About SAFE Securities and Crowdfunding | FINRA.org  SEC.gov | Investor Bulletin: Be Cautious of SAFEs in Crowdfunding 

Other Kinds of Securities – There may be other types of securities offered on the platform in the future.  We encourage to not limit your evaluation of the offerings on the platform to just the information we and/or the companies make available to you.  You should also conduct independent research to educate yourself on the characteristics, risks and rewards of each type of security in which you are interested in investing.    

As such, investing in the companies on our platform through any type of security type, whether a convertible note or equity security, includes the risk of total loss and is extremely speculative. 

How do I know if I meet the standards of an ESG company?

We have a questionnaire you can complete, which was produced by a highly ranked, independent third party. We use these results to decide.

Note: We may also reach out and ask for extra information from you to confirm your replies.

What information needs to be disclosed for Reg. CF?

a. Form C

Any issuer conducting a Regulation Crowdfunding offering must electronically file its offering statement on Form C through the Commission’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) system and with the intermediary facilitating the crowdfunding offering. A Form C cover page will be generated when the issuer provides information in XML-based fillable text boxes on the EDGAR system. Other required disclosure that is not requested in the XML text boxes must be filed as attachments to Form C. There is not a specific presentation format required for the attachments to Form C; however, the form does include an optional “Question and Answer” format that issuers may use to provide the disclosures that are required but not included in the XML portion.

b. Offering Statement Disclosure

The instructions to Form C indicate the information that an issuer must disclose, including:

  • information about officers, directors, and owners of 20 percent or more of the issuer;
  •  a description of the issuer’s business and the use of proceeds from the offering;
  •  the price to the public of the securities or the method for determining the price,
  •  the target offering amount and the deadline to reach the target offering amount,
  •  whether the issuer will accept investments in excess of the target offering amount;
  • certain related-party transactions; and
  •  a discussion of the issuer’s financial condition and financial statements.

The financial statements requirements are based on the amount offered and sold in reliance on Regulation Crowdfunding within the preceding 12-month period:

  • Issuers offering $107,000 or less: Financial statements of the issuer and certain information from the issuer’s federal income tax returns, both certified by the principal executive officer. If, however, financial statements of the issuer are available that have either been reviewed or audited by a public accountant that is independent of the issuer, the issuer must provide those financial statements instead and will not need to include the information reported on the federal income tax returns or the certification of the principal executive officer.
  • Issuers offering more than $107,000 but not more than $535,000: Financial statements reviewed by a public accountant that is independent of the issuer. If, however, 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 will not need to include the reviewed financial statements.
  • Issuers offering more than $535,000:
    For first-time Regulation Crowdfunding issuers: Financial statements reviewed by a public accountant that is independent of the issuer, unless financial statements of the issuer are available that have been audited by an independent auditor.
    For issuers that have previously sold securities in reliance on Regulation Crowdfunding: Financial statements audited by a public accountant that is independent of the issuer.

     

Terminology

Accredited Investor

An accredited investor is an individual or a business entity that is allowed to trade securities that may not be registered with financial authorities. They are entitled to this access by satisfying at least one requirement regarding their income, net worth, asset size, governance status, or professional experience.

Accredited Investors – Updated Investor Bulletin | Investor.gov

Additionality

Net positive difference that results from economic development intervention. The extent to which an activity (and associated outputs, outcomes, and impacts) is larger in scale, at a higher quality, takes place more quickly, takes place at a different location, or takes place at all as a result of intervention. Additionality measures the net result, taking account of deadweight, leakage, displacement, substitution, and economic multipliers.

Burn Rate

Revenue minus expenses.

Capital Table (Cap table)

This keeps track of exactly who owns equity in a company – for instance, each founder, employee, and investor.

On JUSTLY, all investors are shown on the “Cap Table” unlike many of our competitors where all investors are grouped together and shown as one line on the cap table, represented by a single SPV / SAFE.

Environmental, Social, and Governance (ESG)

Environmental, social, and governance (ESG) criteria are a set of standards (NOTE: There is no globally agreed upon standards) for a company’s operations that socially conscious investors can use in evaluating companies they are interested in investing in.

Environmental criteria consider the impact the company has on the planet. Social criteria examine how it manages relationships with employees, suppliers, customers, and the communities where it operates. Governance deals with a company’s leadership, executive pay and shareholder rights.

Escrow

An escrow is a contractual arrangement in which a third party (the stakeholder or escrow agent) receives and disburses money or property for the primary transacting parties, with the disbursement dependent on conditions agreed to by the transacting parties. In this situation it means that a third party holds the actual investment money until closing conditions (such as meeting the minimum for a raise) are met. Before these conditions are met, an investor can withdraw their investment.

Issuer

This is the company looking to raise funds, wanting people like you invest in them.

Special Purpose Vehicle (SPV)

A separate legal entity (usually an LLC) created by organization for a single purpose. In Private Equity, SPVs are a mechanism for investors to pool their money to raise capital and have the sum directed/managed by one individual, an SPV Manager.

JUSTLY does not manage SPV’s, but from time to time will have opportunities to give our investors access to such vehicles managed by other sources.

Sustainable Development Goals (SDG)

The 2030 Agenda for Sustainable Development, adopted by all United Nations Member States in 2015, provides a shared blueprint for peace and prosperity for people and the planet, now and into the future. At its heart are the 17 Sustainable Development Goals (SDGs), which are an urgent call for action by all countries – developed and developing – in a global partnership.

Home | Sustainable Development (un.org)

Unicorn

A term used in venture capital industry to describe a company that has a $1 billion valuation.

Ideanomics

Who We Are

Ideanomics (Nasdaq: IDEX) acts as a catalyst for disruption to those industries where improvements in sustainability, transparency, and freedom of choice would have profound benefits on a global scale.

We embrace diversity, equality, and sustainability such that these may govern our organization as strongly as our commitment to generating shareholder value. We believe that disruptive technologies and innovation have the power to improve our lives while constructing a cleaner, greener future for generations to come. Cleantech is in our DNA, and our commitment to preserving our planet is core to everything we do.

Learn More at ideanomics.com

Our Solutions

Ideanomics is headquartered in New York, NY, with global operations in the U.S., China, Ukraine, Malaysia, and UK. 

The company consists of two divisions.

Ideanomics Mobility is a turnkey solution that provides economic and operational confidence. With a synergistic ecosystem of products and services, we are helping commercial fleets navigate the barriers of electrification across vehicles, charging and energy. From vehicle procurement, to charging infrastructure, to energy management, we are demystifying fleet electrification, and delivering the simplicity and scalability our customers are looking for.

Ideanomics Capital leverages technology and innovation to improve efficiency, transparency, and profitability for the financial services industry. 

Invest Your Principal with Principle

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