A new way to invest in early-stage companies
Before you invest
Anyone can invest at least $2,500 per year in Netcapital offerings. If you want to invest more than that, and you are a non-accredited investor, there are restrictions on how much you can invest depending on your annual income and your net worth. Netcapital follows SEC rules in determining how much investors can invest in an offering. There are no limits on how much an accredited investor can invest.
How much can I invest through Netcapital?
Under SEC regulations, it depends if you are an accredited or a non-accredited investor.Accredited Investors
Investors meeting the SEC's definition of an "accredited investor" can invest without any limitations on the amount that can be invested.Non-Accredited Investors
For Section 4(a)(6) offerings, if you are a non-accredited investor, the SEC limits how much investors may invest in private companies in a given year. Section 4(a)(6) investors may invest the greater of $2,500, or 5% of the greater of their annual income or net worth, if the investor's net worth or annual income is less than $124,000. A Reg CF investor may invest 10% of the greater of their annual income or net worth if both their annual income and net worth are equal to or more than $124,000. There is a $124,000 aggregate investment limit across all issuers during any 12-month period.
I am a non-accredited investor. Can you give me some examples of the limits on the amount of my investment based on income and net worth?
The following table provides a few examples:
|Annual Income||Net Worth||Calculation||12-month Limit|
|$40,000||$30,000||greater of $2,500 or 5% of $40,000 ($2,000)||$2,500|
|$80,000||$105,000||greater of $2,500 or 5% of $105,000 ($5,250)||$5,250|
|$105,000||$250,000||greater of $2,500 or 5% of $250,000 ($12,500)||$12,500|
|$200,000||$750,000||10% of $750,000 ($75,000)||$75,000|
|$1.2 million||$2 million||10% of $2 million ($200,000), subject to annual $124,000 cap||$124,000|
For non-accredited investors, you can calculate your annual income or net worth by jointly including the income or assets of your spouse or spousal equivalent. It is not necessary that property be held jointly. However, if you do calculate your income or assets jointly with your spouse or spousal equivalent, each of your crowdfunding investments together cannot exceed the limit that would apply to an individual investor at that annual income or net worth level.
Can an investor outside the US invest?
Yes, provided the laws and regulations of your country of residence do not prohibit you from investing. The minimum investment amount for international investors is $300.
Can I invest if I am under the age of 18?
You cannot invest if you are under 18 years old; however, one of your parents could invest on your behalf in his/her name by setting up a UTMA or trust for you.
To be considered an accredited investor you must have a net worth of at least $1,000,000, excluding the value of your primary residence, or have an annual income of at least $200,000 each year for the last two years (or $300,000 combined income with your spouse or spousal equivalent) and have the expectation to make the same amount this year. The term "accredited investor" is defined in Rule 501 of SEC Regulation D.
Some offerings on Netcapital are “side by side offerings”. That means that once allocation fills up in the Section 4(a)(6) offering, there could be additional shares available for accredited investors only through Rule 506(c) of SEC Regulation D. In order to have access to all potential shares, you should verify your status as an accredited investor.
Although we collect information on each company we list on netcapital.com, you must rely on your own examination of the company, the terms of the offering, and the risks involved to make your investment decision.
You should carefully consider whether investing in securities offered and sold under Section 4(a)(6) is appropriate for you. Use the information and tools on the Netcapital website to research your investment target carefully. See the FAQ below “What are some additional resources to learn more”. You will want to pay particular attention to the terms of the offering, thoroughly review the risks of Section 4(a)(6) investments and the risks specifically associated with the target company before deciding whether the investment fits your portfolio and risk profile. It is important that you invest only capital that you can afford to tie up for an indefinite period of time, and capital that you can afford to lose completely.
Netcapital is not responsible for any losses you incur as a result of investments made through Netcapital. You should also be aware that after an offering is complete, Netcapital may have an ongoing relationship with the company, including working with the company to raise more capital though the Netcapital platform.
It’s ok to change your mind.
You may cancel an investment at any time up to 48 hours before the deadline of the offering. For more information, read about refunds.
Netcapital 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.
- Netcapital’s job is to connect issuers with investors only as an intermediary.
- Netcapital cannot give any advice that would be considered investment banking services.
- We cannot recommend a share price.
Investing on Netcapital is a social experience
We expect you to have questions. Engage the founders of a company in a discussion and read what other investors are asking.