FACT SHEET – INVESTMENT DETAILS – UNICORN HUNTERS SHOW

Investors – Who can invest? How to invest?

Anyone can invest – subject to certain rules and considerations, including but not limited to:

– Investment minimums on certain offerings can be as low as $100 (although each issuer may determine a larger investment minimum)

– There may be some SEC-imposed limits as to how much a non-accredited investor can invest in a year. (According to the Securities and Exchange Commission, an accredited investor is a person who earned income that exceeded $200,000, or $300,000 together with a spouse, in each of the prior two years, and reasonably expects the same for the current year, OR has a net worth over $1 million, either alone or together with a spouse, excluding the value of the person’s primary residence).”

– There may be situations where non-accredited investors get shut out of an offering. For instance, a company may take a maximum of $5mm per year from non-accredited investors, as per crowdfunding regulations enacted by the SEC. If there is higher demand than that, some non-accredited investors may be shut out of the deal. Other rules apply, and such rules will be posted on the website before show launch.

– Companies have the ability to accept or reject any subscription.

– Potential investors are strongly advised to consult a financial professional when determining whether to make an investment in a company on the show.

How/When can you invest

– Offerings will be made public to viewers in advance of the release of the related episode so that they can start their due diligence to consider all the risks associated with the company and any investment. In addition, offerings will stay open for a specified period (30 days, 60 days, each is different) for potential investors to continue their research after the show.

– In addition to the show and further background videos being published on the Unicorn Hunters website, information will be made available to all investors in multiple formats. All investment documents will be provided by the issuers or listed on the website of any broker/dealer or equity crowdfunding portal utilized by the issuers. The issuers or their broker/dealer and/or crowdfunding partners will publish the offering documents, including the risk factors, that investors need to review to begin to evaluate a company on its merits.

– Viewers can review the company’s pitch, team, risks, financial statements, offering statement, and other disclosures. Potential investors can ask questions of the founders. They can discuss the deal with other potential investors on approved websites, subject to limitations. Investors are not on their own, even if it is up to them individually to ultimately decide if a particular investment is right for them. Our broker/dealer and crowdfunding partners also cover the basics: reviewing each offering before it is posted and conducting background checks on the principals of the various issuers.

 

Panelists – Who is on the panel? What is their role?

The panel consists of prominent individuals who are asking questions designed to learn more about the companies. The questions asked are not pre-selected, pre-screened, or designed to replace the viewers’ own due diligence that they must complete before making an investment.

Panelists are generally also potential investors in the companies, although there are no guarantees that investors will invest in anything.

– If a panelist indicates an investment interest, it is not a guarantee that they will invest. The panelist will do their own due diligence, including but not limited to reading the investment offering documents, doing their own research, etc., and will invest alongside the viewers at the same terms and conditions that are described in the publicly available offering documents.

– Panelists, if they invest, do not indicate how much they are investing.

– Our panel does not make investment recommendations and nothing we say or post on our website, social media accounts, or elsewhere should be construed as such. We encourage you to read thoroughly our section on the risks involved in purchasing securities in private companies and to do your own due diligence on each company before making an investment decision.

– Panelists investing, or not, should not be considered an endorsement, a recommendation, or a review of the suitability of any investment for any investor. Each potential investor needs to do their own due diligence and consider their own risk tolerance, as each investment opportunity carries risks, including the risk of losing all your money, the risk of not being able to sell your securities, either presently or in the future. For more information on risk disclosures, please contact the individual issuers.

– Panelists spend time on every show reminding the audience of the risks of investing in companies like these. Our panelists are inclusive, inspired, and eager to learn more about the opportunities presented on the show. Our panelists are all 100% in agreement that each investment carries its own opportunities and risks, and anyone investing in these or any securities needs to do so only after carefully considering all the risks of making such an investment. The issuers’ presentation and any subsequent interest expressed by a panelist should not be construed as a solicitation or as an endorsement of the suitability of an investment for or by any viewer/investor.

Rules – How does this work

After visiting www.unicornhunters.com, watching the show and relevant videos, etc., potential investors will, based on their answers to an accredited investor questionnaire, be automatically directed to either the issuers or, if applicable, their broker/dealer or equity crowdfunding partner, as applicable. All investor funds and investment documents will flow through the issuers or their appropriate partners.

All companies raising capital on the Unicorn Hunters Show are doing a “side-by-side” offering, using general solicitation to raise capital under two SEC Rules:

Reg CF – Regulation crowdfunding – AKA Rule 4(a)(6) – unaccredited investors

Allows companies to raise up to $5mm per year from non-accredited investors.

Transactions must be completed through a FINRA registered equity crowdfunding portal.
Non-accredited investors can invest (minimum is $100) – but there are limits as to how much may be invested per year. Limits are based on annual income.
Issuers may accept up to $5 million of their offering from non-accredited investors. These investors will invest through a registered crowdfunding portal selected by the issuers, pursuant to the exemption from registration provided by Regulation CF (Crowdfunding).
Once the total of $5mm is raised under Regulation CF, the rest of the investment round is only available to accredited investors and must be completed through the use of rule 506(c), which also provides an exemption from registration (see below for Rule 506(c) details).
Rule 506c – Accredited investors

Allows companies to raise unlimited amounts from accredited investors under certain conditions:

Issuers are responsible for SEC and state securities registration compliance for their offerings, and, if applicable, for the benefit of the issuers
Accredited investors (as defined in SEC Rule 501) must provide verification of their accredited status to qualify to invest under Rule 506c. Our broker/dealer partners will be responsible for determining if proper validation of accredited status has been completed. If an investor does not provide satisfactory documentation proving their accredited status, they cannot invest in the Rule 506c portion of the offering.
Once the accredited investor status has been established, investors will be able to invest larger amounts, but all guidelines regarding risk tolerance still apply.

Investment Suitability & Risk

– The producers of Unicorn Hunters, the panelists on the show, the candidates/issuers andare not making investment recommendations and nothing that any of us say or post on our website, social media accounts, or elsewhere should be construed as such. We encourage you to read thoroughly the sections on all our websites regarding the risks involved in purchasing securities in private companies and to do your own due diligence on each company before making an investment decision.

– The goal of Unicorn Hunters and all participants in the show, including our producers, panelists, issuers, broker/dealer and crowdfunding partners, is to connect issuers with investors only as an intermediary, and to educate, inform and entertain viewers interested in these topics. Individual investment decisions must be made based on the ability of the investor to accept the risk inherent in making investments in private securities.

– None of the participants of the show can or will give any advice that would be considered investment banking services.

– Nobody on the show will recommend a share price. All offerings are done at a fixed price, and investors can either invest or not. There is no negotiation of terms available for these offerings. The offering price for Securities is not a determination of their fair market value. The offering price for Securities was determined based on several assumptions and the application of subjective factors inherent in any valuation of a business, particularly one that has limited prior operating history and financial results, and is not based on perceived market value, book value, or any other established criteria. In most instances, no appraisals, pricing analyses or other traditional valuation analyses have been or will be prepared by any outside accounting or independent services firm in connection with establishing the price at which Securities will be sold or valued. Accordingly, the offering price for Securities may not represent the value an investor may be able to receive in the event of a sale of such Securities nor does it represent a determination of the fair market value of the Securities. There is no guarantee that any Securities have or will ever obtain a value equal to or greater than the offering price. Investors may lose their entire investment and should therefore only invest funds that they can afford to lose.

– A market for the Securities may never develop. There currently is no public trading market for the securities, and issuers make no assurances that holders of Securities will be able to sell their Securities at all or at any price. There are no assurances that an issuer will pursue or complete any action that will result in the creation of a public trading market.

 

Investment Suitability & Risk

– The securities offered by each company will not be filed or registered with or approved by the Securities and Exchange Commission (the “Commission”), nor has the Commission passed upon the accuracy or adequacy of the offering materials. No state securities law administrator has passed on or endorsed the merits of this offering or the accuracy or the adequacy of the offering materials. Any representation to the contrary is unlawful

 

– The securities being offered and sold are restricted securities and may not be resold or otherwise disposed of by an investor unless, in the opinion of counsel satisfactory to the issuing company, registration under the applicable federal or state securities laws is not required, or compliance is made with such registration requirements.

 

– Investors may be required to hold their securities for an indefinite period of time. There is no public trading market whatsoever for the securities.

 

– If an investor purchases securities, they may not be able to resell. An active or liquid market in our securities may not develop and, if it does develop, it may not be sustainable. Investors may not be able to liquidate their securities quickly or at the market price if trading in our securities is not active.

 

– Transfer of the securities is subject to restrictions on transfer. The securities are being offered and sold in reliance upon exemptions from the registration requirements of federal and state securities laws. Those exemptions require that the securities be purchased for investment purposes only, and not with a current view toward their distribution or resale.

 

– Our broker-dealer and crowdfunding partners (i) do not assume responsibility for the accuracy or completeness of any information provided by companies that are on the show and have no obligation to investigate such accuracy or completeness, (ii) do not assume responsibility for the accuracy or completeness of any information provided by companies with respect to any financial forecasts (including, without limitation, with respect to costs, savings and synergies) that may be furnished to or discussed with our broker-dealer and crowdfunding partners by or on behalf of any companies, will assume that such forecasts have been reasonably prepared and reflect the best then currently available estimates and judgment of the respective companies’ management; and (iii) have no obligation to undertake an independent evaluation or appraisal of any assets or liabilities, or evaluate the solvency, or a company and/or its subsidiaries or any other party.

Great! We just need a little information.

Any historical returns, expected returns, or probability projections may not reflect actual future performance. These examples are extreme and rare examples of returns that have been realized. It should not be assumed that these types of results are common or that they should be expected. Investing in private companies offers the opportunity to earn a high return on your investment, but also carries significant risks, including lack of liquidity and potential loss of some or all of your investment. Past performance is no guarantee of future results. Please refer to Risks and Disclaimers to learn more about the risks associated with investing in private companies.

NOTICES AND RISK ACKNOWLEDGEMENT

GENERAL
This website and/or recordings on this website may contain summaries of certain documents related to the business of various companies (“Issuers”) offering their common stock or other equity securities (“Securities”), but reference is made to the offering documents of each individual company for complete information concerning the rights and obligations of the parties in connection therewith. All such summaries set forth herein are qualified in their entirety by reference to those documents.  Potential investors and offerees, prior to subscribing for any Securities referred to herein, should read the offering documents and all exhibits related to such Securities in their entirety.  Each Issuer referred to on this site has prepared its own offering memorandum and all statements and opinions contained therein are solely those of the Issuer and are not the statements and opinions of Unicorns, Inc., www.unicornhunters.com, the Unicorn Hunters show, TransparentBusiness, Inc. (“TransparentBusiness”), and broker/dealer or crowdfunding portal connected to offerings advertised herein, or any of their respective parents, subsidiaries, officers, directors, employees, partners or affiliates. None of Unicorns, Inc., the Unicorn Hunters show or any of their affiliates are engaged in the business of effecting transactions in securities for the account of others.
Past performance is not indicative of future results. Neither Unicorn Hunters show, Unicorns, Inc., www.unicornhunters.com, any panelists or guests appearing on the Unicorn Hunters show, TransparentBusiness, Inc.nor any of their respective parents, subsidiaries, officers, directors, employees, partners or affiliates guarantees any specific outcome or profit. You should be aware of the real risk of loss in following any strategy or investment discussed on this website or on the show. Strategies or investments discussed may fluctuate in price or value. Investors may get back less than invested or may lose their entire investment.  Investments or strategies mentioned on this website or on the show may not be suitable for you. This material does not take into account your particular investment objectives, financial situation or needs and is not intended as recommendations determined to be appropriate for you. You must make an independent decision regarding investments or strategies mentioned on this website or on the show. Before acting on information on this website or on the show, you should consider whether it is suitable for your particular circumstances and strongly consider seeking advice from your own financial or investment adviser.
Potential investors and offerees, prior to subscribing for any Securities referred to herein, should read the offering memorandum and all exhibits related to such Securities in their entirety.  Each company referred to on this site has prepared its own offering memorandum and all statements and opinions contained therein are solely those of the company whose Securities are being offered and are not the statements and opinions of the Unicorn Hunters show, www.unicornhunters.com, TransparentBusiness, or any of their respective parents, subsidiaries, officers, directors, employees, partners or affiliates. None of Unicorns, Inc., the Unicorn Hunters show or any of their affiliates are engaged in the business of effecting transactions in securities for the account of others.
You should consult a financial advisor prior to making any actual investment decisions. All information is for educational and informational use only. You agree to consult with an advisor, which we are not, prior to making any investment decision of any kind. Hypothetical or simulated performance results have certain inherent limitations. We encourage all investors to use the information on the site as a resource only to further their own research on all featured companies presented on the show or this website. Nothing published on the show or on this website should be considered as investment advice.
Unicorns, Inc. and/or TransparentBusiness may currently or may in the future own Securities of the offering companies featured on the show or on this website, which may create a conflict of interest for such entities and/or their respective parents, subsidiaries, officers, directors, employees, partners or affiliates.
The Securities referred to on this site (i) have not been registered under the Securities Act of 1933, as amended (the “act”), or the securities laws of any state, (ii) are being offered and sold in reliance on exemptions from the registration requirements of the act and such state laws, and (iii) are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the act, as amended, and under applicable state securities laws or pursuant to registration or exemption. Potential investors should be aware that they might be required to bear the financial risks of an investment in the Securities for an indefinite period of time.
In deciding whether to purchase any Securities described on this site, each investor must conduct and rely on its own evaluation of each Issuer and the terms of the offering, including the merits and risks involved in making an investment decision with respect to any Securities. All offers are made solely by such Issuers.  Investors should not construe the contents of this website or any prior or subsequent communications from or broadcast or recording of the Unicorn Hunters show or any of its affiliated entities, or any professional associated with any offering described or mentioned herein, as legal or tax advice.  All investors should make their own determination of whether or not to make any investment in an offering, based on their own independent evaluation and analysis after consulting with their financial, tax and investment advisors.
Investors must acknowledge and accept the high risks associated with investing in private securities offerings, including holding your investment for periods of many years with limited or no ability to resell, limited access to periodic reporting and losing your entire investment. These investments are speculative.  In making an investment decision, you must rely on your own examination of the Issuer and the terms of the offering, including the merits and risks involved. Any Securities linked to or described on this web site have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this web site.
Furthermore, the U.S. Securities and Exchange Commission does not pass upon the merits of any Securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature. Any Securities linked to or described on this web site are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these Securities are exempt from registration.
A market for the Securities may never develop. There currently is no public trading market for the Securities, and neither the Issuers, Unicorns, Inc., TransparentBusiness, nor any of their respective parents, subsidiaries, officers, directors, employees, partners or affiliates make any assurances that holders of Securities will be able to sell their Securities at all or at any particular price. There are no assurances an Issuer will pursue or complete any action that will result in the creation of a public trading market.
By using this website, you acknowledge that the entire amount of any investment you make may be lost and that you are in a financial condition to bear that loss. You know that it may take years to receive a return on your investment, if ever. You understand that your percentage ownership in any Issuer may be diluted. You recognize that this may limit your voting power. Your voting power may be otherwise limited as mentioned in the offering itself and any other agreements you execute. In certain circumstances, you may not be afforded individual voting rights.  
The offering price for Securities featured or referred to on this website or on the Unicorn Hunters Show does not represent a determination of their fair market value. The offering price for Securities was determined based on a number of assumptions and the application of subjective factors inherent in any valuation of a business, particularly one that has limited prior operating history and financial results, and is not based on perceived market value, book value, or other established criteria. In most instances, no appraisals, pricing analyses or other traditional valuation analyses have been or will be prepared by any outside accounting or independent valuation services firm in connection with establishing the price at which Securities will be sold or valued. Accordingly, the offering price for Securities may not represent the value an investor may be able to receive in the event of a sale of such Securities nor does it represent a determination of the fair market value of the Securities. There is no guarantee that any Securities have or will ever obtain a value equal to or greater than the offering price.
There is no guarantee of any return on an investment in any Securities. Investors may lose their entire investment.
Unicorn Hunters, TransparentBusiness and Unicorns, Inc. (specifically including each of their officers, directors, owners, partners, employees, advisors, counsel and agents) take no responsibility for the veracity, validity and the correctness of the information or research presented on the show or this website. Although we attempt to research thoroughly the information provided herein, there are no guarantees of its accuracy. Unicorn Hunters, TransparentBusiness and Unicorns, Inc. (specifically including each of their officers, directors, owners, partners, employees, advisors, counsel and agents) are not responsible for errors or inaccuracies in the content provided on the show or the website. 
Unicorn Hunters, TransparentBusiness and Unicorns, Inc. (specifically including each of their officers, directors, owners, partners, employees, advisors, counsel and agents) does not represent or endorse the accuracy or reliability of any of the information, conversation, or content contained on, distributed through, or linked, downloaded or accessed from any of the services contained on the show or this website, nor the quality of any products, information or other materials displayed, purchased, or obtained by you as a result of any other information or offer by or in connection with the Service. None of Unicorns, Inc., the Unicorn Hunters show or any of their affiliates are engaged in the business of effecting transactions in securities for the account of others.
JURISDICTIONAL CONTEXT
The website is controlled and operated by Unicorn Hunters from the United States, and is not intended to subject Unicorn Hunters, TransparentBusiness or Unicorns, Inc. (specifically including each of their officers, directors, owners, partners, employees, advisors, counsel and agents) to the laws or jurisdiction of any country or territory other than that of the United States.  Unicorn Hunters does not represent or warrant that the website or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States and only in those US states and territories where Unicorn Hunters is registered or licensed or exempt from registration or licensing under applicable state or federal law.  In choosing to access the website, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules and regulations.  We may limit the website’s availability to any person, geographic area or jurisdiction.
INDEMNIFICATION
By accessing and using the website and content, you agree to indemnify, defend and hold harmless Unicorn Hunters, TransparentBusiness and Unicorns, Inc. (specifically including each of their officers, directors, owners, partners, employees, advisors, counsel and agents) (collectively, the “Indemnified Parties”) from and against any and all claims, losses, costs and expenses (including attorneys’ fees) arising out of or relating to (a) any breach (or claim, that if true, would be a breach) by you of these Terms and (b) your use of or activities in connection with the website and any potential investment by you. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. 
FEES AND COMPENSATION PAID TO FINRA MEMBERS
Securities transactions may be facilitated by a a registered broker/dealer or crowdfunding portal.  In such case, such entities will receive fees and compensation for services provided to issuers featured on Unicorn Hunters.