INVESTMENT AND RISKS
Investment opportunities posted on this website are “private placements” of securities that are not publicly traded, are subject to holding period requirements, and are intended for investors who do not need a liquid investment. Investing in private companies may be considered highly speculative and involves a high degree of risk, including the risk of substantial loss of investment. Investors must be able to afford the loss of their entire investment. Please click here for a more detailed explanation of the risks involved by investing through IPOGO’s platform.
IPOGO is intended only for accredited investors (for persons residing in the U.S.), and for persons residing abroad in jurisdictions where securities registration exemptions apply.
Private placement investments are NOT bank deposits (and thus NOT insured by the FDIC or by any other federal governmental agency), are NOT guaranteed by IPOGO or its affiliates, and MAY lose value.
Neither the Securities and Exchange Commission nor any federal or state securities commission or regulatory authority has recommended or approved any investment or the accuracy or completeness of any of the information or materials provided by or through the website.
Any financial projections or returns shown on the website are illustrative examples only, and there can be no assurance that any valuations provided are accurate or in agreement with market or industry valuations.
Any investment information contained herein has been secured from sources IPOGO believes are reliable, but neither IPOGO nor its affiliates make any representations or warranties as to the accuracy of such information and accept no liability therefore.
Offers to sell, or the solicitations of offers to buy, any security can only be made through official offering documents that contain important information about risks, fees and expenses. For additional details regarding the allocation policies of IPOGO and affiliated entities, please review our Allocation Policy.
Investors should conduct their own due diligence, not rely on the financial assumptions or estimates displayed on this website, and are encouraged to consult with a financial advisor, attorney, accountant, and any other professional that can help you to understand and assess the risks associated with any investment opportunity.
REGULATION BEST INTEREST
The Securities and Exchange Commission has enacted Regulation Best Interest to help protect retail customers. IPOGO is committed to complying with Regulation Best Interest and is providing these additional disclosures to explain its approach to Regulation Best Interest. To view the Firm’s Form CRS, please click here.
The products offered by the Firm are limited.IPOGO offers qualified investors online access to alternative investment opportunities, principally opportunities related to equity investments in pre-IPO companies. For example, IPOGO does not offer mutual funds, publicly traded stocks or bonds. Other firms will offer a greater range of potential investment opportunities. Most investment opportunities offered by IPOGO are through investment funds. An investor purchases interests in an investment fund, and it is the investment fund that owns shares of the underlying pre-IPO company. Not all underlying companies will IPO or be acquired, and not all IPOs or acquisitions will result in successful investments. From time to time, IPOGO may also offer opportunities to own shares of a pre-IPO company directly. Each of these investment opportunities is likewise risky, and may result in the loss of some or all of your investment amount. All investments offered by the Firm are “private placements” of securities, which are currently available only to accredited investors under SEC rules. (For more information about the SEC’s accredited investor rules, please click here.)
Nonetheless, IPOGO believes that for investors willing to bear the risk of loss, and who can accept a lack of liquidity for an indefinite period of time, pre-IPO investments may offer superior returns to those available to investors by investing in public companies. You can read more about the risks of investing in pre-IPO securities through IPOGO. Because any individual pre-IPO security may be very risky, we encourage you to develop a portfolio of investments in different pre-IPO companies, and it is the combined portfolio that we believe may offer superior returns. Similarly, because of the risks presented by pre-IPO securities (and of other illiquid assets), we recommend that only a limited portion of your overall investment portfolio be committed to illiquid assets, and only some of that portion be committed to pre-IPO securities. Because the performance of pre-IPO securities is generally not highly correlated with the performance of other parts of the securities markets, they may provide a useful form of diversification as part of a larger portfolio of more traditional securities. That being said, pre-IPO securities are less likely to result in profitable “exits” during economic downturns, and an investor should only invest in them if the investor is prepared to hold them through such downturns. Further, because the investments we offer are highly concentrated in the technology industry, you should consider your overall exposure to this sector and whether, if you invest through IPOGO, to lower your exposure to the technology industry in your other investments. Past performance of pre-IPO equity investments does not guarantee future results.
Because of the potential for pre-IPO investments to generate superior returns, IPOGO believes that making such investments will tend to be return enhancing, and therefore in the best interests of qualified investors who are willing to take risks (including the risk of total loss), have long time horizons and who do not need immediate liquidity from the investment. As a result, the Firm makes available information about investment opportunities in pre-IPO companies on its website and by email, and may make recommendations to investors regarding such investments. Any individual pre-IPO investment may result in a gain or loss. As a result, the Firm may recommend multi-company investment funds to investors who wish to diversify their exposure to multiple pre-IPO companies.
The Firm may also recommend individual private companies, subject to two kinds of concentration limits. First, the Firm recommends that retail investors allocate only a limited portion of their portfolios to illiquid investments such as private placements in pre-IPO companies or funds. Second, the Firm recommends that retail investors limit their exposure to any single pre-IPO company to a smaller portion of their investment portfolio. The Firm’s recommended limits vary with the investor’s stated risk tolerance and may also vary over time. The Firm relies on information from potential investors about their net worth and/or income to apply these limits. Notwithstanding these recommended limits, an investor may still lose some or all of their invested capital by making pre-IPO investments.
Affiliated Entities and Personnel
The Firm’s investment offerings are typically private funds managed by the Firm’s affiliate, IPOGO. For some funds, IPOGO receives periodic advisory fees and/or a profits interest (i.e., carried interest). The Firm does not typically offer investments managed by other managers. The Firm has a greater incentive to encourage you to invest where IPOGO receives additional fees or a profit interest. Nonetheless, the Firm believes that all investment opportunities offered, and fees charged, are reasonable and appropriate. The Firm also receives commissions for the purchase or sale of investment interests, including pre-IPO securities purchased by funds managed by IPOGO, which are the same fees paid by other investors to the Firm. Our FAQs contain more information about the fees IPOGO charges to investors and to sellers. The Firm and IPOGO are under the common control of our parent company, IPOGO Inc.
If you make an investment after one of our professionals helps guide you through our process, sometimes that professional will earn a commission. Our professionals thus have an incentive to encourage you to transact on our platform, and typically earn higher commissions as your transaction size increases.
Buyers: Our professionals’ commissions are product neutral and do not depend on which products you buy. Most of our professionals who work with buyers receive commissions. If you have a question about whether your professional receives a commission, please ask. Our professionals who receive commissions are paid a percentage of the commissions charged by the Firm. For your investment of a given size, they are paid the same percentage regardless of the product you select. From time to time, the Firm may discount its fees on a particular offering. When the Firm does so, the commission received by your sales representative may be less than for other offerings. You can find the percentage commission charged by the Firm in your offering document and other legal documents. Our professionals receive commissions that are higher or lower based on the amount of effort expected to be involved in servicing you for your transaction. For example, our professionals receive a higher percentage commission for your first transaction than for subsequent transactions.
Sellers: Most of our professionals who work with sellers receive commissions, which are a percentage of the fees received by the Firm for your transaction. Our professionals receive commissions that are higher or lower based on the amount of effort expected to be involved in servicing you for your transaction. For example, if you have already retained another broker-dealer to work for you on a particular transaction, our sales representative will receive a smaller commission.
Our professionals, our parent company’s employees, and our affiliates may be permitted to make investments at reduced or no fees, and/or invest with reduced investment minimums. Nonetheless, the Firm believes that the fees and opportunities available to you are fair and reasonable.
Other Brokers, Portals and Providers
From time to time, the Firm may work with other broker-dealers or finders to help source supply of, or demand for, securities of pre-IPO companies, and may share a portion of its commissions with other broker-dealers. When the Firm does so for single-company investments, the commissions do not vary based on which investment you select. The Firm may pay higher or lower commissions for investments in multi-company funds. In addition, from time to time, the Firm may receive a portion of the fees charged by another broker-dealer which shares fees with us.
From time to time, the Firm may also pay other investment portals, websites or software providers for referrals. Such referral payments do not vary based on which product you select.
The Firm does not offer different account types or IRA accounts. If you wish to make a pre-IPO investment through a self-directed IRA, two providers we work with are AltoIRA and Rocket Dollar. Please note we do not accept all self-directed IRAs.
TRUSTED CONTACT PERSONS
If you are 65 or older, or otherwise wish to designate a person whom we can reach with questions about your account, you may provide us with information about a Trusted Contact Person.