Disclosures

Registration status

Once registration is effective, Nvest’s registration may be verified on FINRA BrokerCheck and SEC EDGAR, and this page will be updated with Nvest’s SEC file number, CIK and CRD numbers.

About Nvest Inc.

Nvest Inc. is a Wyoming corporation with offices at 4026 N. Miller Road #102, Scottsdale, Arizona 85251. Telephone (602) 830-6565 · funding@nvest.us.

Nvest is not a broker-dealer, investment adviser, bank or escrow agent. Information about Nvest’s management and service partners will be published once registration is granted.

What a funding portal can and cannot do

A funding portal is an SEC-registered, FINRA-member intermediary permitted to host Regulation Crowdfunding offerings online. When registered, Nvest will be subject to these restrictions. A funding portal may not:

• Offer investment advice or recommendations
• Solicit purchases, sales or offers to buy the securities displayed on its platform
• Compensate employees, agents or other persons for such solicitation or based on the sale of securities
• Hold, manage, possess or otherwise handle investor funds or securities
• Conduct offerings under Regulation A, Regulation D or any exemption other than Regulation Crowdfunding

A funding portal must, among other things, have a reasonable basis to believe each issuer complies with Reg CF, run background and securities-enforcement regulatory history checks on each issuer and its officers, directors and 20% owners, deny access to issuers that present potential for fraud, provide investor education materials, and provide each offering with an online communication channel.

How Nvest will be compensated

Nvest’s planned compensation, payable by issuers only after registration is effective:

• $5,000 flat platform fee, which funds the test-the-waters campaign (custom landing page, explainer video, graphics and multiple social media ads), $2,500 paid directly to social media platforms for ad placement, $650 paid to the escrow institution for escrow setup, due diligence and background checks, and Form C and state notice filing support, including state filing fees where required.
• 5.00% commission on funds raised, deducted from proceeds at each close.

Issuers are also required to commit at least $10,000 to an independent financial marketing firm after filing Form C; that amount is paid to the firm, not to Nvest, and must be disclosed in the issuer’s Form C. Nvest does not plan to take securities of issuers as compensation; if that changes, it will be disclosed in each affected Form C. Each Form C will disclose the exact compensation Nvest receives.

Conflicts of interest

Under Regulation Crowdfunding, Nvest and its directors, officers and partners will be prohibited from holding any financial interest in an issuer using its platform, except as compensation for services on the terms disclosed in that issuer’s Form C. Nvest’s officers may also be associated with other firms in the securities industry; any material affiliations and conflicts will be disclosed in Nvest’s registration materials and on this page once registration is granted.

“Testing the waters” communications

Issuers may test the waters before filing Form C under Reg CF Rule 206. In any test-the-waters campaign: no money or other consideration is being solicited, and none will be accepted; no offer to buy the securities can be accepted and no part of the purchase price can be received until the Form C is filed, and then only through the funding portal’s platform; a prospective purchaser’s indication of interest is non-binding and involves no obligation or commitment of any kind. Test-the-waters materials are filed with the issuer’s Form C.

Investing through Reg CF

Investment limits

Accredited investors have no limit. Non-accredited investors may invest, across all Reg CF offerings in a 12-month period, the greater of $2,500 or 5% of the greater of annual income or net worth if either is below $124,000; or 10% of the greater of annual income or net worth, capped at $124,000, if both are at least $124,000.

Cancellation and reconfirmation

Investors may cancel a commitment for any reason until 48 hours before the offering deadline identified in the Form C. If an issuer reaches its target early, it may close early with at least five business days’ notice to investors. If there is a material change to an offering, investors must reconfirm their commitment within five business days or it is cancelled and refunded. If the target is not met, all commitments are cancelled and funds returned.

Escrow

Investor funds are transmitted to and held by a qualified third party (a bank or credit union) until the target is reached and the offering closes, or are returned if it does not.

Restrictions on resale

Securities purchased in a Reg CF offering may not be transferred for one year, except to the issuer, an accredited investor, a member of the investor’s family, or in a registered offering. There is usually no market for these securities.

Issuer reporting

Issuers must file an annual report (Form C-AR) with the SEC within 120 days of fiscal year-end and post it on their website until the obligation ends under SEC rules.

Communication channels

Each offering will have an on-platform communication channel where investors and the issuer may discuss the offering. Anyone compensated to promote an offering must clearly disclose that compensation in each communication.

Risk disclosure

Investing in early-stage private companies is speculative and involves a high degree of risk. You should only invest an amount you can afford to lose entirely. Risks include, among others: loss of your entire investment; lack of liquidity and restrictions on transfer; dilution from future financings; limited information and ongoing disclosure; issuer-determined valuations; minority ownership without control; and the risk of fraud. Securities are not FDIC- or SIPC-insured. Past performance of any company or platform is not indicative of future results. See our investor education page for more.

No offer or advice

Nothing on this website constitutes an offer to sell, or the solicitation of an offer to buy, any security. No offering is being conducted on this website, and Nvest does not currently display any issuer offerings. Nvest may add an issuer marketplace after its registration is granted. Nothing on this website is investment, legal, tax or accounting advice. The Crowdfund Portal Comparison Study is general educational research compiled from public sources; Nvest is not affiliated with, endorsed by or sponsored by any platform named in it, and all trademarks belong to their respective owners.

Customer identification and anti-money laundering

When registered, Nvest will verify the identity of issuers and investors and maintain anti-money laundering procedures as required by applicable law, and may decline or terminate accounts that present compliance concerns.

Questions and complaints

Questions or complaints about Nvest or its planned services may be sent to funding@nvest.us, by phone at (602) 830-6565, or by mail to Nvest Inc., Attn: Compliance, 4026 N. Miller Road #102, Scottsdale, AZ 85251.

You may also contact regulators directly: the U.S. Securities and Exchange Commission, FINRA, or your state securities regulator.

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