Frequently Asked Questions
How can we help? Get the answers to the top questions customers ask us.
Investor
Getting Started
Investment Process
No, you’ll be a member of an LLC that owns the shares of the company.
Yes, our platform is global – international investors can invest through IPOGO. In order to invest in our offerings, you will need to be an accredited investor, per the SEC definition.
As an international investor, you will need to provide a copy of your passport, proof of residence, and a completed W-8 form following the transaction for our records.
Please note that due to compliance reasons, we may not be able to accept investments from the following countries:
Balkans, Canada, China (excluding Hong Kong), Myanmar, Belarus, Burundi, Central African Republic, Cote d’Ivorie, Cuba, Democratic People’s Republic of the Congo, Lebanon, Liberia, Libya, Somalia, Ukraine/Russia, Venezuela, Yemen, and Zimbabwe.
*This is not an exhaustive list. Foreign investments will be reviewed on a case-by-case basis.
Due to comprehensive sanctions, we cannot accept investments from investors in the following countries:
Crimea, Iran, North Korea, Sudan, and Syria.
Our sellers are current and former employees, early investors, and advisors of the company. They are typically selling only a portion of their holdings in order to cover costs associated with exercising and paying taxes on the remainder of their shares, for life events such as purchasing a home or preparing for a child or to diversify their holdings.
Direct share acquisitions are possible on IPOGO but typically only for large ($200K+) investment sizes. Secondary investments in private companies require much more legwork than your typical public stock transaction (for example on Fidelity or Charles Schwab). For one, every transaction must go through the company when shares change hands (imagine telling IBM or Microsoft every time you bought their shares). And the process requires providing specific language governing the transaction; each company’s process is different. Finally, a number of documents must be compiled by the shareholder (a lot that shareholders don’t even know about, which is why we made a shareholder checklist on our blog).
When you make a typical investment on IPOGO, you are purchasing ownership in an IPOGO fund that owns the shares of one company (single-company funds) or many companies (multi-company funds). You will not own the stock in the company directly.
Investors join this fund (organized as an LLC) as Limited Partners. This fund will purchase and own a specific company’s shares. Shares owned by the fund will be fully vested stock and not options.
IPOGO will act as the Managing Member of this LLC fund, and the fund will be a single new entrant on the company’s cap table.
IPOGO also offers direct share acquisitions, where available, for larger investment sizes.
Due to regulatory reasons, you won’t be able to see any offerings that were listed before you joined.
We typically have 15+ Live offerings at any given time and you should start to see new Live offerings in about two weeks.
In the meantime, you can always search the Listings page for companies and enter a desired investment size on the company page. We’ll contact you when we source shares in the company, so that you can invest through an IPOGO fund.
The fee structure is set and the terms must remain the same for all investors in a given fund.
IPOGO offers single, multi-company, and direct share acquisition investment opportunities that are structured as follows:
Single company:
Investors get exposure to a single company through an IPOGO investment vehicle (e.g. IPOGO Growth Technology Fund – Series 123). Investors become limited partners in a vehicle that will own only the shares of a single company. The shares will be fully vested stock, not options.
Since companies are typically more likely to accept one entry on their capitalization table than several new investors, this structure improves the chances of the company approving the investment.
Multi-company:
Investors get exposure to multiple companies with just one investment through an IPOGO investment vehicle (e.g. IPOGO Growth Opportunity Fund V). Investors become limited partners in a vehicle that will itself have exposure to the shares of multiple companies.
Direct Share Acquisition:
Investors get direct share ownership and cap table access via an IPOGO brokered transaction. These investment opportunities require a higher transaction minimum and once completed, require the investor to manage ongoing interactions with the company.
Typically, you will be charged a one-time sales fee through IPOGO Securities LLC. This fee generally scales based on the size of your investment.
Investments up to $500,000 will be charged a 5% fee; investments of $500,000 up to $1 million will be charged a 4% fee; and investments of $1 million and up will be charged 3%. For example, if you were to invest $50,000, your total wire would be $52,500 ($50,000 + 5% x $50,000).
For actively managed funds, IPOGO charges Carried Interest and/or a recurring management fee. From time to time, IPOGO may offer different fee structures. Check typical fees for different investment structures or see your fund’s offering document and legal documents for details specific to your investment.
IPOGO Securities LLC is a SEC-registered broker-dealer and member of the Financial Industry Regulatory Authority. The sales fee is subject to partial or complete waiver by IPOGO Securities LLC and/or its affiliates.
All new investors on IPOGO are eligible to make their first investment* at a reduced minimum of $10,000. Additionally, investors who have invested in five or more deals are also eligible for $10,000 investment minimums.
For investors with more than one but less than five investments, our minimum investment size is typically $20,000.
* Reduced $10,000 minimum may not be available for all offerings. Please see the fund offering documents for details.
No. IPOGO provides liquidity to private company shareholders and does not facilitate fundraising for companies.
1) Verify your Accredited Investor Status
IPOGO provides access to pre-IPO companies via single company and multi-company investment offerings. In order to invest in IPOGO’s offerings through an IPOGO fund, you will need to be an Accredited Investor, per the SEC definition.
Simply sign up and verify your accredited investor status.
2) Browse Companies & Indicate Interest
Unlike a stock market, shares aren’t always available. However, enter a desired investment amount on the company page, and when we source shares that can be bought, we’ll let you know. No longer interested? Manage your indications from your watchlist. IPOGO offers investments in single-company and multi-company funds.
3) IPOGO sources shares and confirms demand
Keep your demand up to date, or reconfirm it when we’re gauging interest in the company via our Preview offerings. Once we have enough demand, we’ll work on launching the offering so that you can invest!
4) Invest in Live offerings!
We launch new deals on Tuesdays and Thursdays at 12pm Eastern Time. Review the offering details, make a reservation, and complete the investment paperwork. We won’t require funds right away. You can track the investment process from your My Investments Page.
The term ”United States person” means: is a citizen or resident of the United States, a domestic partnership, a domestic corporation, any estate other than a foreign estate, or any other person that is not a foreign person.
This also includes a trust if a court within the United States is able to exercise primary supervision over the administration of the trust, and one or more United States persons have the authority to control all substantial decisions of the trust.
This is defined by the IRS.
What is TransferWise?
TransferWise is an online money transfer service, which is typically cheaper than most banks. It bypasses pricey international payments entirely by using two local transfers (one on the sender side, the other on the recipient side) instead of one international transaction. For more information visit https://transferwise.com/us/about
- Typically cheaper than most banks for sending a wire (see TransferWise’s fee comparison)
- TransferWise says their costs are always transparent, unlike some other services which add a markup to the real exchange rate in addition to their fees
- Arrange your transfer online and via mobile for convenience
- TransferWise is used by over 5 million customers and processes $5 billion in transactions every month (Source: TransferWise)
Funding EquityZen investments via TransferWise
Follow the steps below to set up TransferWise for funding investments. IPOGO is not responsible for any errors, delays, or non-delivery of funds by your bank or by TransferWise.
1) Use the following link to visit TransferWise and create an account (or log in if you already have an account) https://transferwise.com/
2) Add our escrow account as a new recipient using the details below. This will save the details for the future.
Recipient Details
Currency: USD
Recipient Type: Business
Their email: deal-money-team@ipogo.com
Name of the business: Atlantic Capital Bank (Atlanta, GA)
Recipient’s address:
- Country: United States
- City: Atlanta
- Address: 3280 Peachtree Road NE
- Zip Code: 30305
- State: Georgia
Recipient’s bank details:
- Bank account country: United States
- Routing number: 121042882
- Account number: See your My Investments page when you’re ready to fund an investment
- Account type: Checking
- Securities, including stocks, bonds, and notes, other than securities of an issuer that is under common control with the qualified purchaser.
- Real estate held for investment purposes.
- Commodity futures contracts, options or commodity futures, and options on physical commodities traded on a contract market or board of trade, held for investment purposes.
- Physical commodities (e.g., gold and silver), with respect to which futures contracts are traded on a contract market or board of trade, held for investment purposes.
- Financial contracts (e.g., swaps and similar individually negotiated financial transactions), other than securities, held for investment purposes.
- For an investment company or a commodity pool, any binding capital commitments.
- Cash and cash equivalents held for investment purposes. Neither cash used by an individual to meet everyday expenses nor working capital used by a business is considered cash held for investment purposes
- an “employee benefit plan” that is subject to the provisions of Title I of ERISA;
- a “plan” that is not subject to the provisions of Title I of ERISA, but that is subject to the prohibited transaction provisions of Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), such as individual retirement accounts and certain retirement plans for self-employed individuals; and
- a pooled investment fund whose assets are treated as “plan assets” under Section 3(42) of ERISA and any regulations promulgated thereunder because “employee benefit plans” or “plans” hold 25% or more of any class of equity interest in such pooled investment fund.
We typically market our offerings for 3 weeks or until an offering is fully allocated. We begin accepting funds at the end of this period. If there is significant demand for the offering we will begin accepting subscriptions immediately and you would have until the Deadline for Confirmation, as listed on the Offering Document, to submit a completed subscription.
By signing a term sheet you are reserving an allocation and must complete the investment process before the Deadline for Commitment. You will be subject to a $500 termination fee if you cancel your investment after completing the investment process. The investment process is completed once you have clicked “Submit” from the Transaction Summary page. While your investment is subject to the Termination Fee, an indication of interest or Term Sheet is not binding.
In most cases, we send a 7-day notice before the funds’ transfer date. We do our best to determine this date while we are collecting subscriptions. The funds’ transfer date is determined by whether we anticipate the Right of First Refusal to be waived or if we are not sure whether the company will or will not waive the Right of First Refusal.
Once we receive full commitments from investors we will stop accepting allocation and will approach the company with our deal terms. The company has a Right of First Refusal which allows them a thirty day (typically) period to purchase the shares on the same terms as our offer. You can typically expect a transaction to close 4-6 weeks from the time we “close” our fund and stop accepting investor commitments.
By submitting your term sheet you agree to complete the investment process within one week of being informed by email that it is available to be completed. In the event you do not complete it within one week of notification, your investment allocation may be reallocated to another investor and you may be charged a $500 termination fee.
You will be unable to change your investment size manually. Please start a chat or email the IPOGO support team ASAP at support@ipogo.com for further instructions on how to complete this process.
We collect commitments to our investment opportunities based on signed Term Sheets. Our Term Sheet is by nature non-binding. However, we view them as formal commitments to the Fund so we can reserve allocations based on supply. We keep track of all Investors who request and sign Term Sheets. If you do sign a Term Sheet for an investment we will provide a final date for which you can submit a completed investment subscription to finalize your commitment.
You will be subject to a $500 termination fee if you cancel your investment after completing the investment process. The investment process begins after you’ve signed a Term Sheet and is completed once you have clicked “Submit” from the Transaction Summary page. If you’ve only signed a Term Sheet, you can cancel your reservation without a termination fee.
If an exercise of the Right of First Refusal by the issuer of the equity interests that are the subject of the Fund’s investment occurs or if IPOGO fails to complete your investment due to other company restrictions, you will not be charged a termination fee. While your investment is subject to the Termination Fee, an indication of interest or Term Sheet is not binding.
Our paperwork is similar to that of any fund investment but simpler. An investor would sign a Subscription Agreement, through which they would purchase an interest in the fund (company). In addition, an investor would also complete a W-9 (W8-BEN for foreign investors) once for our records.
On an annual basis, investors would receive a Schedule K-1 that updates them on their investment. All legal and financial documents are prepared with the involvement of outside counsel or accountants, as applicable.
IPOGO is unique in that we account for the company whose shares are being transacted as a key stakeholder in the process. Unlike some platforms, we only facilitate company approved deals and acquire shares at the time of the transaction, avoiding the risks that a selling shareholder does not deliver shares in the future under a forward contract or that the company does not recognize the transfer in the future.
IPOGO takes a technology-driven approach, allowing for secure transactions with audit trails while also reducing costs.
Availability Status is Live:
We have a Standard Deal and/or Express Deal(s) that has allocation available. In addition to an active, available deal, we may also be gauging demand for a Standard Deal offering or have a Standard Deal offering with a waitlist. However, if the availability status is Live, then there is at least one offering accepting investment.
Availability Status is Waitlist:
We have an available Standard Deal, but it has been fully allocated. If you are interested in the particular opportunity, we recommend you reserve a spot on the waitlist by entering an investment size on the offering page. If additional allocation becomes available we’ll alert you and you’ll have 24 hours to decide.
Availability Status is Preview:
We have access to shares and are gauging investor demand for a Standard Deal offering. Submit your interest in your desired companies so that you may be alerted when we launch the offering.
Accredited Investor
Investment Management
“Family clients” are family members (including spousal equivalents), former family members, and certain key employees of the family office, as well as certain of their charitable organizations, trusts, and other types of entities. A person who receives assets upon the death of a family member or key employee (i.e., a beneficiary) also qualifies as a family client for purposes of the accredited investor definition for one year.
In general, family offices are entities established by wealthy families to manage their wealth, plan for their families’ financial future, and provide other services to family members. Specifically, “family office” is defined under the Investment Advisers Act of 1940 as a company that:
- has no clients other than family clients
- is wholly owned by family clients
- is exclusively controlled by one or more family members and/or family entities; and
- does not hold itself out to the public as an investment adviser
All investments are assets but not all assets are investments. Assets are “acquired” and owned, while investments are “made” and owned. The intent of an investment is appreciation of value over time. You may own real estate as an asset, but you may also invest in that same real estate with the intent of making a financial gain from it. Typically, one makes investments after conducting meaningful financial investment analysis about the prospects of earning a return in the future, which is not necessarily done when acquiring non-financial assets.
The SEC distinguishes between certain entities owning investments vs. owning assets under some parts of the accredited investor definition. The logic is that requiring ownership of a certain amount of investments instead of assets may better demonstrate that an investor has experience in investing and is therefore more likely to have a level of financial sophistication similar to that of other institutional accredited investors.
An “investment” is an allocation of money or capital with an investment purpose and an expectation of generating a return. For purposes of the accredited investor definition, the SEC refers to the existing definition of investments under Investment Company Act of 1940, which includes, among other things, the following items held for investment purposes:
- securities (with some exceptions)
- real estate
- commodity interests
- physical commodities
- futures, options, swaps and other financial contracts
- cash and cash equivalents (e.g., bank deposits, certificates of deposits, bankers acceptances and similar bank instruments, and net cash surrender value of an insurance policy)
“Assets” are things that have value and that an individual or an entity owns or controls with the expectation that it will provide a future benefit. Assets include real property, physical property, financial assets, and intangible items.
Real property is land and things attached to the land, like non-movable buildings. However, not all real property may be counted toward determining whether an individual qualifies as an “accredited investor” on the basis of having a net worth in excess of $1 million. The SEC requires that the value of a person’s primary residence be excluded from the net worth calculation. The term “primary residence” is commonly understood to mean the home where a person lives most of the time vs. a “secondary residence” such a person’s vacation home or an investment property. Likewise, debt secured by the primary residence (such as a mortgage or home equity line of credit) is not counted as a liability in the net worth calculation, unless the home is underwater (worth less than the mortgage or other home-equity line of credit) or the debt has increased within the past 60 days.
Physical property includes items like raw materials, inventory, office supplies, machinery, equipment, vehicles, furniture, boats and collectibles.
Financial assets are cash, stocks, bonds, certificates of deposit, mutual funds, retirement accounts, and accounts receivables.
Intangible assets are things that can’t be touched but nevertheless exist and have value, such as trade secrets, trademarks, copyrights, patents, and other intellectual property.
Yes. Joint income and assets may be included from “spousal equivalents” when calculating income and determining net worth. The SEC views a spousal equivalent as a cohabitant occupying a relationship generally equivalent to that of a spouse.
Non-U.S. investors should review the standards for their home jurisdiction. For example, the OSC web site contains the full definition of accreditation requirements that are also applicable to Canadian investors. Canadian investors must generally also meet one of the following standards:
- Individuals who, either alone or with a spouse, have net assets of at least $5 million CAD.
- [in the future] Individuals with annual income over $200K CAD (individually) or $300K CAD (with spouse) in each of the last 2 years and an expectation of the same this year.
- [in the future] Individuals who, either alone or with a spouse, beneficially own financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1 million CAD.
Please note that not all IPOGO products are available in Canada or other non-US jurisdictions.
Other options for an entity to qualify as an Accredited Investor include:
- a bank or savings and loan,
- an insurance company,
- an investment company registered under the Investment Company Act of 1940,
- a business development company,
- a Small Business Investment Company (as defined under Section 301(c) or (d) of the Small Business Investment Act of 1958),
- a private business development company (as defined in Section 202(a)(22) of the Investment Advisers Act of 1940),
- a Rural Business Investment Company (as defined in 384A of the Consolidated Farm and Rural Development Act),
- an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (ERISA), with plan assets in excess of $5 million or with a plan fiduciary, as defined in Section 3(21) of ERISA, that is a bank, savings and loan insurance company or registered investment adviser, or if a self-directed plan, with investment decisions made solely by persons who are accredited investors described in one or more categories set forth by the SEC,
- a plan, established by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets in excess of $5 million.
For more information on the SEC’s definition of an accredited investor, please click here and for SEC’s amendments to the definition, effective December 8, 2020,
For entity investors, the SEC defines an accredited investor as:
- a corporation, partnership, LLC or other entity described in Section 501(c)(3) of the IRS Code, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5 million;
- a “family office” not formed for the purpose of acquiring the specific securities offered, with assets under management in excess of $5 million, and whose investment is directed by a person who has sufficient knowledge and experience in financial and business matters so that the family office is capable of evaluating the merits and the risks of the prospective investment;
- any entity of a type not listed in any other category set forth by the SEC, not formed for the specific purpose of acquiring the securities offered, and owning investments in excess of $5 million;
- an entity, other than a trust, in which all equity owners are accredited investors as described in one or more categories set forth by the SEC;
- a broker or dealer;
- an investment adviser registered under section 203 of the Investment Advisers Act of 1940 or registered under the laws of a US state;
- an investment adviser relying on the exemption from registration with the SEC under either sections 203(l) or 203(m) of the Investment Advisers Act of 1940;
- a trust, with total assets in excess of $5 million, not formed for the purpose of acquiring the specific securities and whose investment is directed by a person who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment; or
- a revokable grantor trust, that may be amended or revoked at any time by the grantors thereof, and all of the grantors are accredited investors.
For individuals, accredited investors have historically been defined by the SEC as anyone who has:
- annual income of $200,000 or more (or $300,000 or more jointly with a spouse) in each of the last two years, and reasonably expects the same for the current year, OR
- has a net worth of $1 million or more (either alone or with a spouse), excluding the value of the person’s primary residence.
Effective December 8, 2020, “spousal equivalents” may be considered in the calculation of joint income or net worth. An accredited investor also now includes anyone who:
- holds in good standing one or more of the following professional designations or credential that the SEC has designated as qualifying an individual as an accredited investor:
- General Securities Representative license (Series 7);
- Investment Adviser Representative license (Series 65); or
- Private Securities Offerings license (Series 82)
- is a “family client” of a “family office” whose investment is directed by the family office, OR
- is a “knowledgeable employee” or officer or director of the issuer of the securities (or affiliated manager), where the issuer is a private fund relying on Sections 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940.
IPOGO provides access to pre-IPO companies via the single company and multi-company investment offerings. To invest in IPOGO’s offerings through an IPOGO fund, you need to be an accredited investor, as required by the SEC (Regulation D). Simply sign up and confirm your accredited investor status.
Investments through IPOGO are structured through fund vehicles. IPOGO has engaged a fund administrator, who has been contracted and paid to administer IPOGO funds, including providing K-1s and making distributions to investors for the life of a given fund. In the event that IPOGO were to become insolvent, we would engage a back-up manager to step into the platform’s role as a fund manager. The back-up manager would assume IPOGO’s role as manager, doing things like coordinating with the administrator. IPOGO has allocated capital to execute this plan.
There will be a share price at the time of a liquidity event (either through acquisition or IPO). Should you seek to exit your investment early (before a liquidity event) we cannot guarantee that there will be new information to corroborate a new share price such as a new funding round. For this reason, we cannot guarantee the ability to find you a buyer to exit your investment before a liquidity event.
A company you invest in may very well raise additional financing rounds. While your percentage ownership would decrease (as a result of having more shares in the market), the value of your holdings may still increase if the company is raising at an increased valuation, but this is not guaranteed.
The proceeds received by the shareholder (stock and/or cash) would be transferred to the LLC, after which IPOGO (the Managing Member) would distribute these proceeds to the investor.
While we view your membership interest as a long-term commitment, in most instances, your LLC ownership is transferable after a twelve month holding period if you own at least 2% of the fund with the permission of the manager. If you meet the requirements to be transferable, you can explore an exit using our Express Deals product to create a sell order and list your offering on our platform. To find out whether you are eligible to sell, please visit your My Investments page and click the “Explore An Exit” button for the investment you would like to exit.
Please note that we cannot guarantee that we will ultimately be able to find a buyer. Because we cannot guarantee a buyer, and because there can be no guarantee of when an IPO or other exit will occur, you should be prepared to hold your investment for an indefinite period.
We cannot guarantee an exit nor a timeline for any of our offerings. However, the majority of investment opportunities on our platform are companies who have received institutional financing from late-stage or growth funds, who have a typical investment horizon of 2-5 years. Given the relative illiquidity of investments available via the IPOGO platform, they are not suitable for all investor profiles. Please consider your investment time horizon when investing through IPOGO.
When a company goes public, there are some procedural steps and legal requirements that must be followed. Generally, we will seek to unwind the IPOGO fund or series into which you invested and transfer a number of shares, equivalent to your pro-rata ownership in the fund or series, to a brokerage account you designate.
The shares held by the fund are generally subject to two principal types of transfer restrictions. They are subject to a standard IPO lock-up, which means that for a period of 180 days after the IPO, the shares cannot be transferred. The shares held by the fund are also considered Restricted Securities under the securities laws. Generally, this means, even post-IPO, the shares can’t be sold on the open market until they’ve been held for one year. Together with the lock-up, shares held by the fund can’t be sold on the open market until the later of (i) expiry of the lock-up or (ii) one year following purchase.
Generally, the company will use a transfer agent, who will hold custody of the pre-IPO shares. After the completion of the IPO, the shares purchased by the fund will be held with the transfer agent. Once the lock-up period expires, or one year has passed since purchase, IPOGO will either (i) transfer the shares from the account of the fund to a brokerage account you designate (after which you can do whatever you like with the shares) or (ii) sell the shares in the open market and deliver to you your portion of the proceeds.
If a company IPOs, we can transfer the shares to your brokerage account for you to hold or sell at your preference.
Not all companies will IPO or be acquired. You should be prepared to hold your investment for an indefinite period.
Yes. Our third party Fund Administrator will issue K-1s annually. IPOGO will also update you on any material impact to your investment (company news, new funding rounds, secondary transactions or indicators to new valuation).
- You’re invested in a diversified managed fund (e.g. Late Stage Fund, IPOGO Growth Opportunity Fund II, III or IV)
- A fund you’re invested in has a taxable event (e.g. M&A proceeds, IPO)
- A fund you’re invested in has a change of ownership:
- A member transfers their allocation to another of their entities (IPOGO transfer)
- A member sells their allocation of the fund to another investor on IPOGO (IPOGO secondary)
Yes, you will receive Subscription and LLC Agreements indicating your membership in the fund. You will also receive closing documents from IPOGO outlining the details of your investment.
You can find all deal related documents by going to your My Investments page, clicking on the deal of interest, then scrolling down to Documents.
Express Deals
Terminology
Yes, you are able to resell a position you acquired via an Express Deal. If you invested in an Express Deal, you can resell your position 6 months from when the deal closed.
No, you will only pay a placement fee should your order be executed successfully. We will automatically remove the fee when sending the funds to your bank account.
The reason you are unable to adjust the investment size for an Express Deal is because the investor in an Express Deal must purchase the whole investment size. With Express Deals, the seller creates a sell order by choosing their desired price per share and number of shares. The buyer must take the whole order to move forward. This can lead to substantially lower or higher investment sizes for investors who are used to seeing the flat $20K minimums on our Standard Deals.
Yes, you must hold an eligible investment for not less than one year before you can utilize Express Deals. If you invested through an Express Deal, your minimum holding period is six months.
Think of this like buying tickets on StubHub. When you select an Express Deal to invest in, we reserve that deal for you and you alone, including hiding the deal so no other investors can see it. You then have a defined period of time (shown in a timer at the top of the transaction process) during which you must complete and submit your transaction. If you do not complete the necessary steps in time, you will be removed from the deal and the deal will be placed back onto our platform for other investors to access. It’s all in the name: Express.
Ultimately, it is up to our investors to decide whether they want to buy at the price you have chosen for your sell order. That said, there are a few best practices to increase the chance of a match:
- Choose a price around our Suggested Price.
The majority of successful deals on our platform happen at a price point that is a ~20% discount to the last funding round. The Suggested Price will take this into account, as well as leverage the prices of active sell orders on the platform. - Keep order sizes between $20,000 and $50,000.
Our Express Deals are a match between one buyer and one seller. Therefore, one buyer will be required to purchase the full size of your order in order for a match to occur. The pool of investors who will take an order of $50,000 is larger than that of $500,000. - Stay active!
Keep an eye on your sell order by following along via our Listings page. You can visit the company page for the company in which you are selling and see what prices other users are asking for. With this information, you can update your sell order to be more competitive by clicking the Modify Sell Order on your My Transactions page.
Yes, you can modify or cancel your sell order at any time until an investor has completed the necessary paperwork to officially claim your offering. At that point, you will no longer be able to make changes to your sell order. Please note that your sell order is considered binding—akin to a “good-til-cancel” order—if actively posted on our platform.
To modify or cancel your sell order, visit your My Transactions page and click the Modify Sell Order button for the corresponding offering.
If you received a suggested price range and likelihood of sale when creating your sell order, and you have gone through the transaction flow and clicked submit, then your sell order will be posted within 24 hours to the given company page for IPOGO investors to purchase.
However, if you weren’t presented with either of those functions, it means we are still working on creating a price range for the company. Once we have this completed, you will receive a follow-up email from us asking to reconfirm your sell order. Then, once you complete this process, your sell order will be posted to the given company page.
In order to sell your holdings via an Express Deal, you need to hold at least 2% of the initial fund (in addition to holding the position for at least a year). Additionally, the size of your sale must also clear the 2% threshold. As 2% of a given fund differs from fund to fund, the number of shares you will need to hold/sell to hit this 2% requirement for sale will differ depending on the size of the given fund and your initial investment.
The Market Demand graph serves as a data point for potential sellers to view the total amount of indications of interest by IPOGO investors in a given company. In other words, Market Demand shows investor sentiment, rather than explicit open buy orders.
One way a potential seller might utilize this data point is the following: Jane wants to sell her position in The Awesome Company that she invested in through an IPOGO fund. She wants to sell at $10.00 per share. The Market Demand metric shows that there is $200,000 worth of investor interest in The Awesome Company. Therefore, Jane might aim to sell up to 20,000 units rather than 40,000 given the known investor interest in this company.
Absolutely! The suggested price range tool is simply meant to serve as a guideline when creating a sell order. The range is compiled by our team using data from recent funding rounds, active sell orders on our platform, and additional company news. While the range is used to give the seller’s a rough estimate of the likelihood that their order will clear at a given price, the price that the seller ultimately chooses to list their order at is entirely at their own discretion.
An Express Deal is a single company fund offering in which the seller in the deal acquired their position by investing in an IPOGO fund. In other words, someone who invested through our platform is now selling the fund interest they purchased.
Express Deals are called “express” because they can close in as little as 3 days! This is because these transactions are pre-approved by the company and therefore require no third-party involvement to close.
Here’s an example to help illustrate: In 2020, Jane invests in The Awesome Company at $10 per share via a Standard Deal on the IPOGO platform. In 2022, Jane needs liquidity. With Express Deals, Jane can create a sell order for her position in The Awesome Company, list the order on IPOGO for investors to see, and get the cash she needs all within a week!
- an “employee benefit plan” that is subject to the provisions of Title I of ERISA;
- a “plan” that is not subject to the provisions of Title I of ERISA, but that is subject to the prohibited transaction provisions of Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), such as individual retirement accounts and certain retirement plans for self-employed individuals; and
- a pooled investment fund whose assets are treated as “plan assets” under Section 3(42) of ERISA and any regulations promulgated thereunder because “employee benefit plans” or “plans” hold 25% or more of any class of equity interest in such pooled investment fund.
Our stock purchase in each transaction is subject to the company’s Right of First Refusal (ROFR), which, if exercised, will prevent the consummation of the stock purchase by the fund. In this case, any transferred investment of yours (held in escrow) would be immediately returned.
In short, the Right of First Refusal is the company’s right to purchase the shares from the shareholder on the same terms as our offering. The company has up to 30 days to make the decision upon us submitting our bona fide offer via a Transfer Notice (they may also waive their right, in which case we can proceed immediately).
The aggregate commitments is the total dollar amount committed from all investors in the fund. It represents the expected size of the fund. As an investor you are a member of the fund and your investment is represented by your Capital Ratio or percentage ownership of the fund (your investment size to the entire size of the fund).
Your subscription amount on your term sheet is reflected in a capital ratio, which is the ratio of your capital account balance to the sum of capital account balances of all members of the fund. In other words, it illustrates the percentage of the total fund that your membership represents.
During compliance checks, we might need to conduct additional follow up and obtain a Proof of Residence document to show the address on the investment is correctly associated with the investor. A Proof of Residence document can be a utility bill, bank or credit card statement, mortgage statement or rent invoice, or even a driver’s license.
Please note: the Proof of Residence should be dated within 12 months of your investment and the address should match the address on your My Personal Info page.
“U.S. person” as defined in Rule 902 of Regulation S under the United States Securities Act of 1933, as amended, means:
- Any natural person resident in the United States of America, its territories and possessions, any State of the United States, and the District of Columbia (the “United States”);
- Any partnership or corporation organized or incorporated under the laws of the United States;
- Any estate of which any executor or administrator is a U.S. person;
- Any trust of which any trustee is a U.S. person;
- Any agency or branch of a foreign entity located in the United States;
- Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;
- Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and
- Any partnership or corporation if:
- Organized or incorporated under the laws of any foreign jurisdiction; and
- Formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts.
The following are not “U.S. persons”:
- Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;
- Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:
- An executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and
- The estate is governed by foreign law;
- Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;
- An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;
- Any agency or branch of a U.S. person located outside the United States if:
- The agency or branch operates for valid business reasons; and
- The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and
- The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.
Shareholder
Getting Started
Exploring a Sale
We cannot transact in RSUs. All equity holdings must be converted to common or preferred shares and fully vested and owned by you in order to transact on the IPOGO platform.
It depends on the company and the provisions it has in place regarding employee stock options. Our deals typically do not require board approval.
IPOGO typically charges sellers a 5% fee when the transaction closes. Fees may be reduced for larger sales. The Placement Fee is paid to IPOGO Securities LLC (“IPOGO Securities”), our SEC-registered affiliated broker-dealer and member of FINRA.
Where possible, your Placement Fee will be netted from the purchase price for your shares, which is held in an escrow account. This means that at closing, you will receive the purchase price for your shares less any Placement Fee that is due. The Placement Fee will be held in the escrow account, pending closing and satisfaction of other applicable contingencies. The Placement Fee will then be released from escrow to IPOGO Securities.
Where netting of your Placement Fee is not practically feasible, your Placement Fee is required to be paid immediately upon closing of the sale of your shares. The precise mechanics will be disclosed further in the Placement Agreement you sign in connection with the sale of your shares.
Please consult our deal team if you have any questions on whether your fee will or will not be netted from your sale proceeds.
Please note that there may be additional costs associated with completing a sale that are not imposed by or paid to IPOGO. Your company may require a legal opinion in connection with a sale, which typically costs $1000-$1500. We can refer you to an attorney who issues these opinions if you need. Your company may also charge you a transfer fee to cover their costs associated with a sale, which typically ranges between $1000-$3000.
We use the last financing round of the company as a benchmark for the share price. Other factors that determine the price are publicly available information, investor demand, pricing history from past secondary transactions, etc.
Typically, IPOGO works with the seller to determine price per share for each investment opportunity.
IPOGO only provides liquidity for vested shares. However, the liquidity can be provided in conjunction with the exercise of vested options.
IPOGO only provides liquidity for vested shares.
Shareholders of non-US based companies are able to sell shares on IPOGO on a case-by-case basis.
In certain jurisdictions, it may not be feasible for IPOGO to conduct a private secondary transaction. Other reasons that may prevent the sale of these shares include, but are not limited to, company-specific transfer restrictions and limited publicly available information on the specific company.
Shareholders are always able to update their holdings via their My Equity page by clicking the “Add Equity Details” button at the top of the page. If we are able to sell the shares and there is a potential Market Opportunity, an IPOGO Private Market Specialist will reach out to discuss the transaction process.
Please note, all deals are paid out in USD regardless of what country you are located in.
Yes, non-US based shareholders are able to sell their shares on IPOGO! Please note, this is a case-by-case situation due to the transactability of these shares being dependent on approval from the issuer and on local laws.
Shareholders are always able to update their holdings via their My Equity page by clicking the “Add Equity Details” button at the top of the page. If we are able to sell the shares and there is a potential Market Opportunity, an IPOGO Private Market Specialist will reach out to discuss the transaction process.
Please note, all deals are paid out in USD regardless of what country you are located in.
IPOGO transacts only via company-approved Share Transfers.
1) Sign Up to the IPOGO Platform for free.
2) Complete a short electronic form to indicate your interest to sell, desired price, and number of shares.
You can fill out the form by visiting your My Equitys page and clicking the “Add Equity Details” button at the top of the page.
3) If there is a potential Market Opportunity, an IPOGO Private Market Specialist will reach out to discuss the transaction process.
4) IPOGO will work with their accredited investor base to source potential buyers.
5) The legal team at IPOGO will work with you and the Issuer to close the transaction.
In order to determine whether or not your equity is transferrable and can be sold, we’ll need to review your shareholder documents.
That’s fine. If you own multiple classes of preferred stock, please fill out the form with one class. After you complete the form, you’ll be able to click “Add Equity Details” and fill out a new form with second class of preferred stock.
No worries. Select the choice that shows the text you have input. We’ll handle the rest on our end and we’ll reach out if we have any further questions.
Individual means you hold shares in your own name. Entity means you hold the shares outside of your own personal name (eg. trust, LLC, etc.). It’s also possible (though uncommon) to hold shares in an LLC.
US anti-money laundering regulations require financial services businesses, like IPOGO, to maintain procedures reasonably designed to verify the identities of our customers. One of the pieces of information we are required to collect as part of these procedures is your address.
Transaction Process
Terminology
Sellers in our Standard Deals are assigned an allocation order. This order is set on a first-come, first-serve basis. However, in certain cases, shareholders are assigned an allocation percentage. The allocation percentage determines how much of each subsequent dollar committed by investors to the deal goes to each seller. Let’s walk through an example.
There are three sellers in a deal: John, Jane, and Alex. After coming to an agreement amongst themselves, the sellers decide they want to be allocated according to the following percentages:
• John: 50%
• Jane: 30%
• Alex: 20%
This means that for every $100 committed by investors in the deal, John will be allocated $50, Jane $30, and Alex $20. These percentages hold until one of the sellers in the deal has their order filled, at which point the remaining orders will be filled proportionally based on the remaining percentages. Therefore, if John’s order is completely filled, then Jane will receive $3 of every $5 committed by investors (30% : 20%) and Alex will receive $2 of every $5 (20% : 30%).
Yes, before completing a transaction, you can choose from which grant or share certificate the shares are sold.
We collect this information to verify your identity and to help the government fight the funding of terrorism and money-laundering activities, as required by US law.
We take many precautions, including 256-bit encryption, to ensure that your data is safe. Please read more about our privacy policy.
The transaction is viewed as a disposition (sale) of the shares in the year we transact. Outside tax attorneys have vetted our tax treatment and have provided a memo, which is included in the documentation you would receive from us.
Let’s use an example. Let’s say you exercise your options at $1 per share and hold the shares for over one year. In 2015, you transact with us at $5 per share, and in 2016 the company goes public at $10 per share. In 2015, you would report the income on the transaction and pay taxes on $4 per share ($5 – $1). You would be taxed at the long-term capital gains rate since you held the shares for at least one year.
*Please note that we cannot provide tax advice. Consult your financial or tax advisor for more specific details and confirmation of your situation.
Yes. The company will be informed only after we have determined that there is sufficient demand in the marketplace (or, if necessary for your company, sooner, with your express permission).
We inform the company so as to ensure that transactions are in accord with company share transfer policies. Notification mitigates the risk that the transaction will not be recognized by the company.
We will engage a back-up manager to step into the platform’s role as fund manager in the unlikely event IPOGO becomes insolvent. The back-up manager would ensure orderly administration of the fund and distribution of its assets.
If we are conducting a share transfer and the company has a Right of First Refusal (ROFR), which is the company’s right to purchase the shares from the shareholder on the same terms as our offering, we will work with the company to facilitate the transaction. The company will either decide to waive the ROFR, let it expire, or purchase the shares directly from you on the same terms. Typical ROFR periods are 30 days but it is dependent on the company.
We’ll send you a short list of documents and information we need to review for our standard diligence. The purpose of our diligence is meant to answer two questions:
- Do you own your shares?
- What needs to happen in order for you to sell your shares to a third party?
Typically, these documents include your Stock Certificate (if your company issues one), a signed Option Exercise Notice, and/or a signed Shareholders Agreement.
We will not ask you for sensitive company information. We will review your ownership documents to (i) verify your ownership and (ii) verify that your participation on our platform does not create any issues in respect of agreements you have in place with the company.
Yes, if the company has a ROFR, the ROFR would need to be waived or the company would need to not exercise its right in order to complete a share transfer.
Similar to taxation on any other income, the IRS requires individuals to pay taxes on equity compensation. An 83(b) election is an option implemented by the IRS that allows stock holders to decide (at the start of a vesting period) to pay income taxes on the present value of the equity for the entire amount that will vest.
The 83(b) election is valuable if you believe that the value of the company (and subsequently the equity) will continue to rise as you’re pre-paying your tax liability on a lower valuation and then paying long-term capital gains on the increase. If the company’s value decreases, however, you’ve prepaid at a higher valuation and overpaid taxes.
This is for information purposes only and does not constitute tax advice. Please consult a tax advisor for advice specific to your circumstances.
Issuers
How it works
Investments are marketed to our Investor base via a newsletter as well as the platform on our website. Unless the company wishes to provide otherwise, only publicly available information is provided to investors.
Our investors are all verified Accredited Investors under a NDA with IPOGO. They include professional angel investors, high net worth individuals, and institutional investors of all sizes. Through IPOGO, your company can get introduced to strategic investors and partners.
Yes. Our software tool will allow you to choose the start and end dates between which an employee can sell shares.
Yes. Our software tool will allow you to control the total dollar amount as well as the individual percentage of a shareholders stock.
Yes. Our software tool will allow you to nominate shareholders for liquidity. You control who sells, how much, and when.
None. Our investors only receive the underlying economics of the shares and do not have access to any information or voting rights. All of these rights stay with the company, only allowing a passive investor economic exposure to the company.
Our investors are only given publicly available information to make their investment decision. This includes notable investors, recent funding rounds, total funding, and any notable media or press releases. In order to access deal terms (such as deal size, valuation, share price, and share type), an investor must first be an accredited investor as well as sign an NDA with us. Furthermore, deal information is only sent to investors who have expressed interest in a specific company.
IPOGO uses an LLC Fund structure and is only one new entrant to the cap table.
Employees’ net worth is increasingly concentrated in company stock, yet their liquidity needs aren’t on the same timeline as that of the company. Employees will have to pay down educational debt, purchase homes, and prepare for life events like the birth of a child.
Left unaddressed, employee liquidity issues can adversely impact your company in numerous ways, impacting morale and retention, and lack of control through grey-market brokered transactions.
