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Washington, D.C. 20549

FORM FUNDING PORTAL

APPLICATION OR AMENDMENT TO APPLICATION FOR REGISTRATION OR

WITHDRAWAL FROM REGISTRATION AS FUNDING PORTAL UNDER THE

SECURITIES EXCHANGE ACT OF 1934

WARNING: Failure to complete this form truthfully, to keep this form current and to file

accurate supplementary information on a timely basis, or the failure to keep accurate books and

records or otherwise to comply with the provisions of law applying to the conduct of business as a

funding portal, would violate the Federal securities laws and may result in disciplinary,

administrative, injunctive or criminal action.

Check the appropriate box:

This is:

□

an initial application to register as a funding portal with the SEC.

□

an amendment to any part of the funding portal’s most recent Form Funding Portal,

including a successor registration.

□

a withdrawal of the funding portal’s registration with the SEC.

Schedule A must be completed as part of all initial applications. Amendments to Schedule A

must be provided on Schedule B. Schedule C must be completed by nonresident funding portals.

If this is a withdrawal of a funding portal’s registration, complete Schedule D.

If this is an amendment to any part of the funding portal’s most recent Form Funding Portal,

provide an explanation describing the amendment:

Item 1 – Identifying Information

Exact name, principal business address, mailing address, if different, and contact information of

the funding portal:

Full name of the funding portal:

Name(s)/Website URL(s) under which business is conducted, if different from Item

1A:

IRS Empl. Ident. No.:

If a name and/or website URL in (1A) or (1B) has changed since the funding

portal’s most recent Form Funding Portal, enter the previous name and/or website

URL and specify whether the name change is of the □ funding portal name (1A),

or □ name/website URL (1B).

Previous name(s) or website URL(s):

Funding portal’s main street address (Do not use a P.O. Box):

Mailing address(es) (if different) and office locations (if more than one):

Contact Information:

Telephone Number:

Fax Number:

Email Address:

Contact Employee Information:

Name:

Title:

Direct Telephone Number:

Fax Number:

Direct Email Address:

Month applicant’s fiscal year ends:

Registrations

Was the applicant previously registered on Form Funding Portal as a funding

portal or with the Commission in any other capacity?

□ Yes

□ No

SEC File No.:

Foreign registrations

(1) Is the applicant registered with a foreign financial regulatory authority?

Answer “no” even if affiliated with a business that is registered with a foreign

financial regulatory authority.

□ Yes

□ No

If “yes,” complete Section K.2. below.

(2) List the name, in English, of each foreign financial regulatory authority and

country with which the applicant is registered. A separate entry must be

completed for each foreign financial regulatory authority with which the

applicant is registered.

English Name of Foreign Financial Regulatory Authority:

Registration Number (if any):

Name of Country:

Item 2 – Form of Organization

Indicate legal status of applicant.

Corporation

Sole Proprietorship

Partnership

Limited Liability Company

Other (please specify)

If other than a sole proprietor, indicate date and place applicant obtained its legal

status (i.e., state or country where incorporated, where partnership agreement was

filed, or where applicant entity was formed):

State/Country of formation:

Date of formation:

Item 3 – Successions

Is the applicant at the time of this filing succeeding to the business of a currently

registered funding portal?

□ Yes

□ No

Do not report previous successions already reported on Form Funding Portal. If

“yes,” complete Section 3.B. below.

Complete the following information if succeeding to the business of a currentlyregistered funding portal. If the applicant acquired more than one funding portal

in the succession being reported on this Form Funding Portal, a separate entry

must be completed for each acquired firm.

Name of Acquired Funding Portal:

Acquired Funding Portal’s SEC File No.:

Briefly describe details of the succession including any assets or liabilities not

assumed by the successor.

Item 4 – Control Relationships

In this Item, identify every person that, directly or indirectly, controls the applicant, controls

management or policies of the applicant, or that the applicant directly or indirectly controls.

If this is an initial application, the applicant also must complete Schedule A. Schedule A asks for

information about direct owners and executive officers. If this is an amendment updating

information reported on the Schedule A filed with the applicant’s initial application, the

applicant must complete Schedule B.

Item 5 – Disclosure Information

In this Item, provide information about the applicant’s disciplinary history and the disciplinary

history of all associated persons or control affiliates of the applicant (as applicable). This

information is used to decide whether to revoke registration, to place limitations on the

applicant’s activities as a funding portal, and to identify potential problem areas on which to

focus during examinations. One event may result in the requirement to answer “yes” to more

than one of the questions below. Check all answers that apply. Refer to the Explanation of

Terms section of Form Funding Portal Instructions for explanation of italicized terms.

If the answer is “yes” to any question in this Item, the applicant must complete the appropriate

Disclosure Reporting Page (“DRP”) (FP) – Criminal, Regulatory Action, Civil Judicial Action,

Bankruptcy/SIPC, Bond, or Judgment/Lien, as applicable.

Criminal Disclosure

If the answer is “yes” to any question below, complete a Criminal

DRP.

In the past ten years, has the applicant or any associated person:

(1) been convicted of any felony, or pled guilty or nolo contendere (“no

contest”) to any charge of a felony, in a domestic, foreign, or military court?

□ Yes

□ No

The response to the following question may be limited to charges that are

currently pending:

(2) been charged with any felony?

□ Yes

□ No

In the past ten years, has the applicant or any associated person:

(1) been convicted of any misdemeanor, or pled guilty or nolo contendere (“no

contest”), in a domestic, foreign, or military court to any charge of a misdemeanor

in a case involving: investment-related business, or any fraud, false statements, or

omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting,

extortion, or a conspiracy to commit any of these offenses?

□ Yes

□ No

The response to the following question may be limited to charges that are

currently pending:

(2) been charged with a misdemeanor listed in Item 5-B(1)?

□ Yes

□ No

Regulatory Action Disclosure

If the answer is “yes” to any question below, complete a Regulatory

Action DRP.

Has the SEC or the Commodities Futures Trading Commission (“CFTC”)

ever:

(1) found the applicant or any associated person to have made a false

statement or omission?

□ Yes

□ No

(2) found the applicant or any associated person to have been involved in a

violation of any SEC or CFTC regulations or statutes?

□ Yes

□ No

(3) found the applicant or any associated person to have been a cause of the

denial, suspension, revocation, or restriction of the authorization of an investmentrelated business to operate?

□ Yes

□ No

(4) entered an order against the applicant or any associated person in

connection with investment-related activity?

□ Yes

□ No

(5) imposed a civil money penalty on the applicant or any associated person, or

ordered the applicant or any associated person to cease and desist from any

activity?

□ Yes

□ No

Has any other federal regulatory agency, any state regulatory agency, or any

foreign financial regulatory authority:

(1) ever found the applicant or any associated person to have made a false

statement or omission, or been dishonest, unfair, or unethical?

□ Yes

□ No

(2) ever found the applicant or any associated person to have been

involved in a violation of investment-related regulations or statutes?

□ Yes

□ No

(3) ever found the applicant or any associated person to have been the cause of

a denial, suspension, revocation, or restriction of the authorization of an

investment-related business to operate?

□ Yes

□ No

(4) in the past ten years entered an order against the applicant or any

associated person in connection with an investment-related activity?

□ Yes

□ No

(5) ever denied, suspended, or revoked the registration or license of the applicant

or that of any associated person, or otherwise prevented the applicant or any

associated person of the applicant, by order, from associating with an investmentrelated business or restricted the activities of the applicant or any associated

person?

□ Yes

□ No

Has any self-regulatory organization or commodities exchange ever:

(1) found the applicant or any associated person to have made a false

statement or omission?

□ Yes

□ No

(2) found the applicant or any associated person to have been involved in a

violation of its rules (other than a violation designated as a minor rule violation

under a plan approved by the SEC)?

□ Yes

□ No

(3) found the applicant or any associated person to have been the cause of a

denial, suspension, revocation or restriction of the authorization of an investmentrelated business to operate?

□ Yes

□ No

(4) disciplined the applicant or any associated person by expelling or

suspending the applicant or the associated person from membership, barring or

suspending the applicant or the associated person from association with other

members, or by otherwise restricting the activities of the applicant or the

associated person?

□ Yes

Has the applicant or any associated person ever had an authorization to act as

an attorney, accountant, or federal contractor revoked or suspended?

□ Yes

□ No

Is the applicant or any associated person currently the subject of any

regulatory proceeding that could result in a “yes” answer to any part of Item 5C, 5-D, or 5-E?

□ Yes

□ No

Civil Judicial Disclosure

If the answer is “yes” to a question below, complete a Civil Judicial Action DRP.

Has any domestic or foreign court:

(1) in the past ten years, enjoined the applicant or any associated person in

connection with any investment-related activity?

□ Yes

□ No

(2) ever found that the applicant or any associated person was involved in a

violation of investment-related statutes or regulations?

□ Yes

□ No

(3) ever dismissed, pursuant to a settlement agreement, an investment- related civil

action brought against the applicant or any associated person by a state or foreign

financial regulatory authority?

□ Yes

□ No

Is the applicant or any associated person now the subject of any civil proceeding

that could result in a “yes” answer to any part of Item 5-H(1)-(3)?

□ Yes

□ No

Financial Disclosure

If the answer is “yes” to a question below, complete a Bankruptcy/Disclosure, Bond

Disclosure or Judgment/Lien DRP, as applicable.

In the past ten years, has the applicant or a control affiliate of the applicant

ever been a securities firm or a control affiliate of a securities firm that:

(1) has been the subject of a bankruptcy petition?

□ Yes

□ No

(2) has had a trustee appointed or a direct payment procedure initiated under the

Securities Investor Protection Act?

□ Yes

□ No

Has a bonding company ever denied, paid out on, or revoked a bond for the

applicant?

□ Yes

□ No

Does the applicant have any unsatisfied judgments or liens against it?

□ Yes

□ No

Item 6 – Non-Securities Related Business

Does applicant engage in any non-securities related business?

□ Yes

□ No

If “yes,” briefly describe the non-securities business.

Item 7 – Qualified Third Party Arrangements; Compensation Arrangements

Qualified Third Party Arrangements. Complete the following information for each

person that will hold investor funds in escrow or otherwise pursuant to the

requirements of Rule 303(e) of Regulation Crowdfunding (17 CFR 227.303(e)).

Name of person:

Address:

Phone Number:

Compensation. Please describe any compensation arrangements funding portal has

with issuers.

EXECUTION

The funding portal consents that service of any civil action brought by or notice of any

proceeding before the Securities and Exchange Commission or any self-regulatory organization

in connection with the funding portal’s investment-related business may be given by registered

or certified mail to the funding portal’s contact person at the main address, or mailing address, if

different, given in Items 1.E., 1.F., and 1.H. If the applicant is a nonresident funding portal, it

must complete Schedule C to designate a U.S. agent for service of process.

The undersigned represents and warrants that he/she has executed this form on behalf of,

and is duly authorized to bind, the funding portal. The undersigned and the funding portal

represent that the information and statements contained herein and other information filed

herewith, all of which are made a part hereof, are current, true and complete. The undersigned

and the funding portal further represent that, if this is an amendment, to the extent that any

information previously submitted is not amended, such information is currently accurate and

complete.

Date:

Full Legal Name of Funding Portal:

By:

(signature)

Title:

FORM FUNDING PORTAL

SCHEDULE A

Direct Owners and Executive Officers

1. Complete Schedule A only if submitting an initial application. Schedule A asks for

information about the applicant’s direct owners and executive officers. Use Schedule B to

amend this information.

2. Direct Owners and Executive Officers. List below the names of:

(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief

Legal Officer, Chief Compliance Officer, director and any other individuals with similar

status or functions;

(b) if applicant is organized as a corporation, each shareholder that is a direct owner of 5%

or more of a class of the applicant’s voting securities, unless applicant is a public

reporting company (a company subject to Section 13 or 15(d) of the Exchange Act);

Direct owners include any person that owns, beneficially owns, has the right to vote, or

has the power to sell or direct the sale of 5% or more of a class of the applicant’s voting

securities. For purposes of this Schedule, a person beneficially owns any securities: (i)

owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse,

sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or

sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire,

within 60 days, through the exercise of any option, warrant, or right to purchase the

security.

special partners that have the right to receive upon dissolution, or have contributed, 5% or

more of the applicant’s capital;

(d) in the case of a trust, (i) a person that directly owns 5% or more of a class of the

applicant’s voting securities, or that has the right to receive upon dissolution, or has

contributed, 5% or more of the applicant’s capital, (ii) the trust and (iii) each trustee; and

(e) if the applicant is organized as a limited liability company (“LLC”), (i) those members

that have the right to receive upon dissolution, or have contributed, 5% or more of the

applicant’s capital, and (ii) if managed by elected managers, all elected managers.

3. In the DE/FE/NP column below, enter “DE” if the owner is a domestic entity, “FE” if the

owner is an entity incorporated or domiciled in a foreign country, or “NP” if the owner or

executive officer is a natural person.

4. Complete the Title or Status column by entering board/management titles; status as partner,

trustee, sole proprietor, elected manager, shareholder, or member; and for shareholders or

members, the class of securities owned (if more than one is issued).

5. Ownership codes are:

NA - less than 5%

A - 5% but less than 10%

B - 10% but less than 25%

D - 50% but less than 75%

C - 25% but less than 50%

E - 75% or more

G - Other (general partner, trustee, or elected member)

6. Control Person:

(a) In the Control Person column, enter “Yes” if the person has control as defined in the

Glossary of Terms to Form Funding Portal, and enter “No” if the person does not have

control. Note that under this definition, most executive officers and all 25% owners,

general partners, elected managers, and trustees are “control persons”.

(b) In the PR column, enter “PR” if the owner is a public reporting company under Section

13 or 15(d) of the Exchange Act.

7. Complete each column.

FULL

LEGAL

NAME

(Natural

Persons:

Last Name,

First

Name,

Middle

Name)

DE/FE/NP

Title or

Status

Date Title or Ownership Control

Status

Code

Person

Acquired

CRD No.

MM YYYY

(If None: IRS

Tax No., or

IRS Employer

ID No. if

applicable, or

if none, enter

0000000)

Yes/No PR

FORM FUNDING PORTAL

SCHEDULE B

Amendments to Schedule A

1. Use Schedule B only to amend information requested on Schedule A. Refer to Schedule A for

specific instructions for completing this Schedule B. Complete each column. File with a

completed Execution Page.

2. In the Type of Amendment column, indicate “A” (addition), “D” (deletion), or “C” (change in

information about the same person).

3. Ownership codes are:

NA - less than 5%

A - 5% but less than 10%

B - 10% but less than 25%

D - 50% but less than 75%

C - 25% but less than 50%

E - 75% or more

G - Other (general partner, trustee, or elected member)

List below all changes to Schedule A (Direct Owners and Executive Officers):

FULL

Type of

LEGAL NAME E/ Amendment

/N P

(Natural

Persons: Last

Name, First

Name, Middle

Title or

Status

Date Title Ownership Control

or Status Code

Person

Acquired

MM YYYY

CRD No.

(If None: IRS Tax

Yes/No PR No., or IRS Employer

ID No. if applicable,

or if none, enter

0000000)

FORM FUNDING PORTAL

SCHEDULE C

Nonresident Funding Portals

Service of Process and Certification Regarding Prompt Access to Books and Records and Ability

to Submit to Inspections and Examinations

Each nonresident funding portal applicant shall use Schedule C of Form Funding Portal to:

identify its United States agent for service of process, and certify that it can, as a matter of law

and will: (1) provide the Commission and any registered national securities association of

which it becomes a member with prompt access to its books and records, and (2) submit to

onsite inspection and examination by the Commission and any registered national securities

association of which it becomes a member.

A. Agent for Service of Process:

1. Name of United States person applicant designates and appoints as agent for service of

process:

2. Address of United States person applicant designates and appoints as agent for service of

process

The above identified agent for service of process may be served any process, pleadings,

subpoenas, or other papers in:

(a) any investigation or administrative proceeding conducted by the Commission that relates to

the applicant or about which the applicant may have information; and

(b) any civil or criminal suit or action or proceeding under the federal securities laws brought

against the applicant or to which the applicant has been joined as defendant or respondent, in

any appropriate court in any place subject to the jurisdiction of any state or of the United States

or of any of its territories or possessions or of the District of Columbia. The applicant has

stipulated and agreed that any such suit, action or administrative proceeding may be

commenced by the service of process upon, and that service of an administrative subpoena shall

be effected by service upon, the above-named agent for service of process, and that service as

aforesaid shall be taken and held in all courts and administrative tribunals to be valid and

binding as if personal service thereof had been made.

B. Certification regarding access to records and ability to submit to inspections and examinations:

Applicant can, as a matter of law, and will:

1. provide the Commission and any registered national securities association of which it

becomes a member with prompt access to its books and records, and

2. submit to onsite inspection and examination by the Commission and any registered

national securities association of which it becomes a member.

Applicant must attach as an exhibit to this Form Funding Portal, Exhibit C, a copy of

the opinion of counsel it is required to obtain in accordance with Rule 400(f) of

Regulation Crowdfunding, i.e., the opinion of counsel that the nonresident funding

portal can, as a matter of law, provide the Commission and any registered national

securities association of which the nonresident funding portal becomes a member

with prompt access to the books and records of such nonresident funding portal,

and that the nonresident funding portal can, as a matter of law, submit to onsite

inspection and examination by the Commission and any registered national

securities association of which the nonresident funding portal becomes a member.

EXECUTION FOR NON-RESIDENT FUNDING PORTALS

The undersigned represents and warrants that he/she has executed this form on behalf of, and is

duly authorized to bind, the nonresident funding portal. The undersigned and the nonresident

funding portal represent that the information and statements contained herein and other information

filed herewith, all of which are made a part hereof, are current, true and complete. The

undersigned and the nonresident funding portal further represent that, if this is an amendment, to

the extent that any information previously submitted is not amended, such information is currently

accurate and complete.

The undersigned certifies that the nonresident funding portal can, as a matter of law, and will

provide the Commission and any registered national securities association of which it becomes a

member with prompt access to the books and records of such nonresident funding portal and can,

as a matter of law, and will submit to onsite inspection and examination by the Commission and

any registered national securities association of which it becomes a member. Finally, the

undersigned authorizes any person having custody or possession of these books and records to

make them available to federal regulatory representatives.

Signature:

Name and Title:

Date:

FORM FUNDING PORTAL

SCHEDULE D

If this is a withdrawal of registration:

The date the funding portal ceased business or withdrew its registration request:

Date (MM/DD/YYYY): _______________

Location of Books and Records after Registration Withdrawal

Complete the following information for each location at which the applicant will

keeps books and records after withdrawing its registration.

Name and address of entity where books and records are kept:

(area code) (telephone number)

This is (check one):

(area code)

(fax number)

one of applicant’s branch offices or affiliates.

a third party unaffiliated recordkeeper.

other.

If this address is a private residence, check this box:

Briefly describe the books and records kept at this location.

Is the funding portal now the subject of or named in any investment-related

1. Investigation

□ Yes

□ No

2. Investor initiated complaint

□ Yes

□ No

3. Private civil litigation

□ Yes

□ No

CRIMINAL ACTION DISCLOSURE REPORTING PAGE (FP)

General Instructions

This Disclosure Reporting Page (DRP FP) is an INITIAL OR AMENDED response used

to report details for affirmative responses to Items 5-A or 5-B of Form Funding Portal.

Check item(s) being responded to:

5-A(1)

5-A(2)

5-B(1)

5-B(2)

Use a separate DRP for each event or proceeding. The same event or proceeding may be

reported for more than one person or entity using one DRP. File with a completed Execution

Page.

Multiple counts of the same charge arising out of the same event(s) should be reported on the

same DRP. Unrelated criminal actions, including separate cases arising out of the same event,

must be reported on separate DRPs. Use this DRP to report all charges arising out of the same

event. One event may result in more than one affirmative answer to the items listed above.

Part 1

Check all that apply:

1. The person(s) or entity(ies) for whom this DRP is being filed is (are) the:

Select only one.

Applicant

Applicant and one or more associated persons

One or more of applicant’s associated persons

If this DRP is being filed for the applicant, and it is an amendment that seeks to remove a DRP

concerning the applicant from the record, the reason the DRP should be removed is:

The applicant is registered or applying for registration, and the event or proceeding was

resolved in the applicant’s favor.

The DRP was filed in error.

If this DRP is being filed for an associated person:

This associated person is:

The associated person is:

a firm

a natural person

registered with the SEC

not registered with the SEC

Full name of the associated person (including, for natural persons, last, first and middle names):

If the associated person has a CRD number, provide

17 that number.

If this is an amendment that seeks to remove a DRP concerning the associated person, the reason

the DRP should be removed is:

The associated person (s) is (are) no longer associated with the applicant.

The event or proceeding was resolved in the associated person’s favor.

The event or proceeding occurred more than ten years ago.

The DRP was filed in error. Explain the circumstances:

Part 2

1. If charge(s) were brought against a firm or organization over which the applicant or a

associated person exercise(s)(d) control:

A. Enter the firm or organization’s name

B. Was the firm or organization engaged in an investment-related business?

Yes

C. What was the relationship of the applicant with the firm or organization? (In the case of a

associated person, include any position or title with the firm or organization.)

2. Court where formal charge(s) were brought in: (include the name of Federal, Military, State or

Foreign Court, Location of Court - City or County and State or Country, and Docket/Case

number).

A. Name of Court:

B. Location of Court:

Street Address:

City or County: _________________ State/Country: _____________________

Postal Code:

C. Docket/Case Number:

3. Event Disclosure Detail (Use this for both organizational and individual charges.)

A. Date First Charged (MM/DD/YYYY):

Exact

Explanation

If not exact, provide explanation:

B. Event Disclosure Detail (include charge(s)/charge Description(s), and for each charge

provide: (1) number of counts, (2) felony or misdemeanor, (3) plea for each charge, and

(4) product type if charge is investment-related).

C. Did any of the charge(s) within the event involve a felony?

Yes

D. Current status of the event?

Final

Pending

On Appeal

E. Event status date (Complete unless status is pending)

(MM/DD/YYYY): ______________

Exact

Explanation

If not exact, provide explanation:

4. Disposition Disclosure Detail: Include for each charge (a) Disposition Type (e.g., convicted,

acquitted, dismissed, pretrial, etc.), (b) Date, (c) Sentence/Penalty, (d) Duration (if sentencesuspension, probation, etc.), (e) Start Date of Penalty, (f) Penalty/Fine Amount, and (g) Date

Paid.

5. Provide a brief summary of circumstances leading to the charge(s) as well as the disposition.

Include the relevant dates when the conduct that was the subject of the charge(s) occurred.

(The response must fit within the space provided.)

REGULATORY ACTION DISCLOSURE REPORTING PAGE (FP)

GENERAL INSTRUCTIONS

This Disclosure Reporting Page (DRP FP) is an INITIAL OR AMENDED response used

to report details for affirmative responses to Item 5-C, 5-D, 5-E-5-F or 5-G of Form Funding

Portal.

□

Check item(s) being responded to:

5-C(5)

5-D(1)

5-E(1)

5-E(2)

□ 5-C(1) □ 5-C(2) □ 5-C(3) □ 5-C(4)

□ 5-D(2) □ 5-D(3) □ 5-D(4) □ 5-D(5)

□ 5-E(3) □ 5-E(4) □ 5-F

□ 5-G

Use a separate DRP for each event or proceeding. An event or proceeding may be reported

for more than one person or entity using one DRP. File with a completed Execution Page.

One event may result in more than one affirmative answer to Items 5-C, 5-D, 5-E, 5- F or 5-G.

Use only one DRP to report details related to the same event. If an event gives rise to actions by

more than one regulator, provide details for each action on a separate DRP.

Part 1

The person(s) or entity(ies) for whom this DRP is being filed is (are) the:

Select only one.

Applicant (the funding portal)

Applicant and one or more of the applicant’s associated person (s)

One or more of applicant’s associated person (s)

If this DRP is being filed for the applicant and it is an amendment that seeks to remove a DRP

concerning the applicant from the record, the reason the DRP should be removed is:

The applicant is registered or applying for registration, and the event or proceeding was

resolved in the applicant’s favor.

The DRP was filed in error.

If this DRP is being filed for an associated person:

This associated person is:

a firm

a natural person

The associated person is:

registered with the SEC

not registered with the SEC

Full name of the associated person (including, for natural persons, last, first and middle names):

If the associated person has a CRD number, provide that number.

If this is an amendment that seeks to remove a DRP concerning the associated person, the reason

the DRP should be removed is:

The associated person (s) is (are) no longer associated with the applicant.

The event or proceeding was resolved in the associated person’s favor.

The DRP was filed in error. Explain the circumstances:

Part 2

1. Regulatory Action was initiated by:

SEC

Foreign Authority

Other Federal Authority

State

SRO

(Full name of regulator, foreign financial regulatory authority, federal authority, state or SRO)

2. Principal Sanction (check appropriate item):

Civil and Administrative Penalty(ies)/Fine(s)

Restitution

Expulsion

Bar

Revocation

Cease and Desist

Injunction

Censure

Prohibition

Denial

Reprimand

Other Sanctions:

Disgorgement

Suspension

Undertaking

Other

3. Date Initiated (MM/DD/YYYY):

Exact

Explanation

If not exact, provide explanation:

4. Docket/Case Number:

5. Associated person’s Employing Firm when activity occurred that led to the regulatory action

(if applicable):

6. Principal Product Type (check appropriate item):

Annuity(ies) - Fixed

Annuity(ies) - Variable

Money Market Fund(s)

CD(s)

Commodity Option(s)

Debt - Asset Backed

Debt - Corporate

Debt - Government

Debt - Municipal

Derivative(s)

Mutual Fund(s)

Direct Investment(s) - DPP & LP Interest(s)

Equity - OTC

Options

Equity Listed (Common & Preferred Stock)

Futures - Commodity

Penny Stock(s)

Futures - Financial

Unit Investment Trust(s)

Index Option(s)

Other

Insurance

No Product

Investment Contract(s)

Other Product Types:

7. Describe the allegations related to this regulatory action. (The response must fit within the

space provided.)

8. Current status?

Pending

On Appeal

Final

9. If on appeal, to whom the regulatory action was appealed (SEC, SRO, Federal or State Court)

and date appeal filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.

10. How was matter resolved (check appropriate item):

Acceptance, Waiver & Consent (AWC)

Consent

Decision

Decision & Order of Offer of Settlement

Dismissed

Vacated

Withdrawn

Order

Settled

Other

Stipulation and Consent

Exact

Explanation

11. Resolution Date (MM/DD/YYYY):

If not exact, provide explanation:

12. Resolution Detail:

A. Were any of the following Sanctions Ordered (check all appropriate items)?

Monetary/Fine

Amount: $

Bar

Revocation/Expulsion/Denial

Disgorgement

Cease & Desist/Injunction

Censure

Suspension

B. Other Sanctions Ordered:

C. Sanction detail: If suspended, enjoined or barred, provide duration including start date

and capacities affected (General Securities Principal, Financial Operations Principal,

etc.). If requalification by exam/retraining was a condition of the sanction, provide

length of time given to requalify/retrain, type of exam required and whether condition has

been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or

monetary compensation, provide total amount, portion levied against the applicant or an

associated person, date paid and if any portion of penalty was waived:

13. Provide a brief summary of details related to the action status and (or) disposition, and

include relevant terms, conditions and dates.

CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (FP)

GENERAL INSTRUCTIONS

This Disclosure Reporting Page (DRP FP) is an INITIAL OR AMENDED response used

to report details for affirmative responses to Item 5-H or 5-I of Form Funding Portal.

Check item(s) being responded to:

5-H(1)

5-H(2)

5-H(3)

5-I

Use a separate DRP for each event or proceeding. An event or proceeding may be reported

for more than one person or entity using one DRP. File with a completed Execution Page.

One event may result in more than one affirmative answer to Item 5-H or 5-I. Use only one

DRP to report details related to the same event. Unrelated civil judicial actions must be

reported on separate DRPs.

Part 1

The person(s) or entity(ies) for whom this DRP is being filed is (are) the:

Select only one.

Applicant (the funding portal)

Applicant and one or more of the applicant’s associated person (s)

One or more of the applicant’s associated person (s)

If this DRP is being filed for the applicant and it is an amendment that seeks to remove a DRP

concerning the applicant from the record, the reason the DRP should be removed is:

The applicant is registered or applying for registration, and the event or proceeding was

resolved in the applicant’s favor.

The DRP was filed in error.

If this DRP is being filed for an associated person:

This associated person is:

The associated person:

a firm

a natural person

registered with the SEC

not registered with the SEC

Full name of the associated person (including, for natural persons, last, first and middle names):

If the associated person has a CRD number, provide that number.

If this is an amendment that seeks to remove a DRP concerning the associated person, the reason

the DRP should be removed is:

The associated person (s) is (are) no longer associated with the applicant.

The event or proceeding was resolved in the associated person’s favor.

The DRP was filed in error. Explain the circumstances:

Part 2

1. Court Action initiated by: (Name of regulator, foreign financial regulatory authority, SRO,

commodities exchange, agency, firm, private plaintiff, etc.)

2. Principal Relief Sought (check appropriate item):

Cease and Desist

(Private/Civil Complaint)

Restraining Order

Injunction

Other

Disgorgement

Money Damages

Civil Penalty(ies)/Fine(s)

Restitution

Other Relief Sought:

3. Filing Date of Court Action (MM/DD/YYYY):

Exact

Explanation

If not exact, provide explanation:

4. Principal Product Type (check appropriate item):

Annuity(ies) - Fixed

Annuity(ies) - Variable

Money Market Fund(s)

Mutual Fund(s)

Equity Listed

(Common & Preferred Stock)

Debt - Asset Backed

Debt - Corporate

Debt - Government

Debt - Municipal

Derivative(s)

Direct Investment(s) –

DPP & LP Interest(s)

CD(s)

Commodity Option(s)

Investment Contract(s)

Futures - Commodity

Futures - Financial

Index Option(s)

Insurance

Penny Stock(s)

Unit Investment Trust(s)

Other

Equity - OTC

No Product

Options

Other Product Types:

5. Formal Action was brought in (include the name of the Federal, State, or Foreign Court;

Location of Court – City or County and State or Country; and Docket/Case Number

6. Associated person’s Employing Firm when activity occurred that led to the civil judicial

action (if applicable):

7. Describe the allegations related to this civil action (the response must fit within the space

provided):

8. Current status?

Pending

On Appeal

Final

9. If on appeal, court to which the action was appealed (provide name of the court) and Date

Appeal Filed (MM/DD/YYYY):

10. If pending, date notice/process was served (MM/DD/YYYY):

Exact

Explanation

If not exact, provide explanation:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 14 only.

11. How was matter resolved (check appropriate item):

□ Consent □ Judgment Rendered

□ Withdrawn □ Other

□ Settled □ Dismissed □ Opinion

12. Resolution Date (MM/DD/YYYY):

Exact

Explanation

If not exact, provide explanation:

13. Resolution Detail:

A. Were any of the following Sanctions Ordered or Relief Granted (check appropriate items)?

Monetary/Fine

Amount: $

Bar

Revocation/Expulsion/Denial

Censure

Suspension

Disgorgement/Restitution

Cease and Desist/Injunction

B. Other Sanctions Ordered:

C. Sanction detail: If suspended, enjoined or barred, provide duration including start date

and capacities affected (General Securities Principal, Financial Operations Principal,

etc.). If requalification by exam/retraining was a condition of the sanction, provide

length of time given to requalify/retrain, type of exam required and whether condition has

been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or

monetary compensation, provide total amount, portion levied against the applicant or an

associated person, date paid and if any portion of penalty was waived:

14. Provide a brief summary of circumstances related to the action(s), allegation(s),

disposition(s) and/or finding(s) disclosed above.

BANKRUPTCY/SIPC DISCLOSURE REPORTING PAGE (FP)

GENERAL INSTRUCTIONS

This Disclosure Reporting Page (DRP FP) is an INITIAL OR AMENDED response used

to report details for affirmative responses to Item 5-J of Form Funding Portal.

Check item(s) being responded to:

5-J(1)

5-J(2)

Use a separate DRP for each event or proceeding. An event or proceeding may be reported

for more than one person or entity using one DRP. File with a completed Execution Page.

One event may result in more than one affirmative answer to Item 5-J. Use only one DRP to

report details related to the same event. Unrelated civil judicial actions must be reported on

separate DRPs.

Part 1

1. The person(s) or entity(ies) for whom this DRP is being filed is (are) the:

Select only one.

Applicant

Applicant and one or more control affiliate(s)

One or more of control affiliate(s)

If this DRP is being filed for a control affiliate, give the full name of the control affiliate below

(for individuals, Last name, First name, Middle name).

If the control affiliate is registered with the CRD, provide the CRD number. If not, indicate

“non-registered’’ by checking the appropriate checkbox.

FP DRP - CONTROL AFFILIATE

Control Affiliate CRD Number

Registered:

Yes

This control affiliate is:

a firm

a natural person

Full name of the control affiliate (including, for natural persons, last, first and middle names):

This is an amendment that seeks to remove a DRP record because the control affiliate(s) is

(are) no longer associated with the funding portal.

2. If the control affiliate is registered through the CRD, has the control affiliate submitted a DRP

(with Form U-4) or BD DRP to the CRD System for the event? If the answer is “Yes,’’ no other

information on this DRP must be provided.

Yes

NOTE: The completion of this Form does not relieve the control affiliate of its obligation to

update its CRD records.

Part 2

1. Action Type: (check appropriate item)

Bankruptcy

Declaration

Receivership

Compromise

Liquidated

Other

Exact

2. Action Date (MM/DD/YYYY):

Explanation

If not exact, provide explanation:

3. If the financial action relates to an organization over which the applicant or control

affiliate person exercise(s)(d) control, enter organization name and the applicant’s

or control affiliate’s position, title or relationship:

Was the Organization investment-related?

Yes

4. Court action brought in (Name of Federal, State or Foreign Court), Location of Court

(City or County and State or Country), Docket/Case Number and Bankruptcy Chapter

Number (if Federal Bankruptcy Filing):

5. Is action currently pending?

Yes

6. If not pending, provide Disposition Type: (check appropriate item)

□ Direct Payment Procedure □ Dismissed □ Satisfied/Released

□ Discharged

□ Dissolved □ SIPA Trustee Appointed

□ Other

7. Disposition Date (MM/DD/YYYY):

Exact

Explanation

If not exact, provide explanation:

8. Provide a brief summary of events leading to the action, and if not discharged, explain.

(The information must fit within the space provided):

9. If a SIPA trustee was appointed or a direct payment procedure was begun, enter the

amount paid by you; or the name of trustee:

Currently Open?

Yes

Date Direct Payment Initiated/Filed or Trustee Appointed (MM/DD/YYYY):

Exact

Explanation

If not exact, provide explanation:

10. Provide details to any status disposition. Include details as to creditors, terms, conditions,

amounts due and settlement schedule (if applicable):

BOND DISCLOSURE REPORTING PAGE (FP)

GENERAL INSTRUCTIONS

This Disclosure Reporting Page (DRP FP) is an INITIAL OR AMENDED response used

to report details for affirmative responses to Item 5-K of Form Funding Portal.

Check item(s) being responded to:

5-K

Use a separate DRP for each event or proceeding. An event or proceeding may be reported

for more than one person or entity using one DRP. File with a completed Execution Page.

One event may result in more than one affirmative answer to Item 5-K. Use only one DRP to

report details related to the same event. If an event gives rise to actions by more than one

regulator, provide details for each action on a separate DRP.

Firm Name: (Policy Holder)

Bonding Company Name:

Disposition Type: (check appropriate item)

Denied

Payout

Revoked

Disposition Date (MM/DD/YYYY):

Exact

If not exact, provide explanation:

If disposition resulted in Payout, list Payout Amount and Date Paid:

Explanation

Summarize the details of circumstances leading to the necessity of the bonding company

action:

JUDGMENT / LIEN DISCLOSURE REPORTING PAGE (FP)

GENERAL INSTRUCTIONS

This Disclosure Reporting Page (DRP FP) is an INITIAL OR AMENDED response used

to report details for affirmative responses to Item 5-L of Form Funding Portal.

Check item(s) being responded to:

5-L

Use a separate DRP for each event or proceeding. An event or proceeding may be reported for

more than one person or entity using one DRP. File with a completed Execution Page. One

event may result in more than one affirmative answer to Item 5-L. Use only one DRP to report

details related to the same event. If an event gives rise to actions by more than one regulator,

provide details for each action on a separate DRP.

Judgment/Lien Amount:

Judgment/Lien Holder:

Judgment/Lien Type: (check appropriate item)

Civil

Default

Tax

Date Filed (MM/DD/YYYY):

Exact

Explanation

If not exact, provide

explanation:

Is Judgment/Lien outstanding?

Yes

If No, provide explanation:

If No, how was matter resolved? (check appropriate item)

Discharged

Released

Removed

Satisfied

Court where judgment was given:

A. Name of Court

B. Location of Court:

Street Address:

City or County: _________________ State/Country: _____________________

Postal Code:

C. Docket/Case Number

Provide a brief summary of events leading to the action and any payment schedule

details, including current status (if applicable):

FORM FUNDING PORTAL INSTRUCTIONS

GENERAL INSTRUCTIONS

EXPLANATION OF FORM

•

This is the form that a funding portal must use to register with the Securities and

Exchange Commission (“SEC” or “Commission”), to amend its registration and

to withdraw from registration.

The Commission may make publicly accessible all current Forms Funding Portal,

including amendments and registration withdrawal requests, which may be searchable

by the public, with the exception of certain personally identifiable information or other

information with significant potential for misuse (including the contact employee’s

direct phone number, fax number and e-mail address and any IRS Tax Number, IRS

Employer Identification Number, or any other similar information). If the applicant

submits any attachments to Form Funding Portal in PDF format it is the responsibility

of the applicant to redact certain personally identifiable information or other

information with significant potential for misuse (including the contact employee’s

direct phone number, fax number and e-mail address and any IRS Tax Number, IRS

Employer Identification Number, social security number, date of birth, or any other

similar information) from the PDF.

WHEN TO FILE FORM FUNDING PORTAL

•

A funding portal’s registration must become effective before offering or selling any

securities in reliance on Section 4(a)(6) through a platform. Under Rule 400, a funding

portal’s registration will be effective the later of: (1) 30 calendar days after the date a

complete Form Funding Portal is received by the Commission or (2) the date the

funding portal is approved for membership by a national securities association

registered under Section 15A of the Securities Exchange Act of 1934 (“Exchange Act”).

•

A registered funding portal must promptly file an amendment to Form Funding Portal

when any information previously submitted on Form Funding Portal becomes

inaccurate or incomplete for any reason.

•

A successor funding portal may succeed to the registration of a registered funding

portal by filing a registration on Form Funding Portal within 30 days after the

succession.

•

If a funding portal succeeds to and continues the business of a registered funding portal

and the succession is based solely on a change of the predecessor’s date or state of

incorporation, form of organization, or composition of a partnership or similar reason,

the successor may, within 30 days of the succession, amend the registration on Form

Funding Portal to reflect these changes.

•

A funding portal must also file a withdrawal on Form Funding Portal (and complete

Schedule D) promptly upon ceasing to operate as a funding portal. Withdrawal will be

effective on the later of 30 days after receipt by the Commission, after the funding

portal is no longer operational, or within such longer period of time as to which the

funding portal consents or which the Commission by order may determine as necessary

or appropriate in the public interest or for the protection of investors.

•

A Form Funding Portal filing will not be considered complete unless it complies with

all applicable requirements.

ELECTRONIC FILING – The applicant must file Form Funding Portal

electronically, and must utilize this system to file and amend Form Funding Portal

electronically to assure the timely acceptance and processing of those filings.

CONTACT EMPLOYEE – The individual listed as the contact employee must be

authorized to receive all compliance information, communications, and mailings, and

be responsible for disseminating it within the applicant’s organization.

FEDERAL INFORMATION LAW AND REQUIREMENTS

•

The principal purpose of this form is to provide a mechanism by which a funding portal

can register with the Commission, amend its registration and withdraw from

registration. The Commission maintains a file of the information on this form and will

make certain information collected through the form publicly available. The SEC will

not accept forms that do not include the required information.

•

Section 4A(a) of the Securities Act of 1933 [15 U.S.C. §77d-1(a)] and Sections 3(h) and

23(a) the Exchange Act [15 U.S.C. §§78c(h) and 78w(a)] authorize the SEC to collect

the information required by Form Funding Portal. The SEC collects the information for

regulatory purposes. Filing Form Funding Portal is mandatory for persons that are

registering as funding portals with the SEC.

•

Any member of the public may direct to the Commission any comments concerning the

accuracy of the burden estimate on this Form and any suggestions for reducing this

burden. This collection of information has been reviewed by the Office of Management

and Budget in accordance with the clearance requirements of 44 U.S.C. §3507. The

information contained in this form is part of a system of records subject to the Privacy

Act of 1974, as amended. The Securities and Exchange Commission has published in

the Federal Register the Privacy Act Systems of Records Notice for these records.

FILING INSTRUCTIONS

FORMAT

•

All fields requiring a response in Items 1-7 must be completed before the filing will be

accepted.

•

Applicant must complete the execution page certifying that Form Funding Portal and

amendments thereto have been executed properly and that the information contained

therein is accurate and complete.

•

To amend information, the applicant must update the appropriate Form Funding

Portal pages or Schedules.

•

A paper copy, with original manual signatures, of the initial Form Funding Portal filing

and amendments to Form Funding Portal and Disclosure Reporting Pages must be

retained by the applicant and be made available for inspection upon a regulatory

request.

DISCLOSURE REPORTING PAGES (DRP) – Information concerning the

applicant or associated person that relates to the occurrence of an event reportable

under Item 5 must be provided on the applicant’s appropriate DRP (FP). If an

associated person is an individual or organization registered through the CRD, such

associated person need only complete the associated person name and CRD number of

the applicant’s appropriate DRP. Details for the event must be submitted on the

associated person’s appropriate DRP or DRP (U-4). If an associated person is an

individual or organization not registered through the CRD, provide complete answers

to all of the questions and complete all fields requiring a response on the associated

person’s appropriate DRP (FP).

DIRECT OWNERS - Amend the Direct Owners and Executive Officers page when

changes in ownership occur.

NONRESIDENT APPLICANTS – Any applicant that is a nonresident funding

portal must complete Schedule C and attach the opinion of counsel referred to

therein.

EXPLANATION OF TERMS

GENERAL

APPLICANT - The funding portal applying on or amending this form.

ASSOCIATED PERSON - Any partner, officer, director or manager of the funding portal (or

any person occupying a similar status or performing similar functions), any person directly or

indirectly controlling or controlled by the funding portal, or any employee of the funding portal,

except that any person associated with a funding portal whose functions are solely clerical or

ministerial shall not be included in the meaning of such term for purposes of section 15(b) of

the Exchange Act (other than paragraphs (4) and (6) thereof).

CONTROL - The power, directly or indirectly, to direct the management or policies of the

funding portal, whether through contract, or otherwise. A person is presumed to control a

funding portal if that person: (1) is a director, general partner or officer exercising executive

responsibility (or has a similar status or functions); (2) directly or indirectly has the right to vote

25 percent or more of a class of a voting security or has the power to sell or direct the sale of 25

percent or more of a class of voting securities of the funding portal; or (3) in the case of a

partnership, has contributed, or has a right to receive, 25 percent or more of the capital of the

funding portal. (This definition is used solely for the purposes of Form Funding Portal).

CONTROL AFFILIATE – A person named in Item 4 or any other individual or organization

that directly or indirectly controls, is under common control with, or is controlled by, the

applicant, including any current employee of the applicant except one performing only clerical,

administrative, support or similar functions, or who, regardless of title, performs no executive

duties or has no senior policy making authority.

FOREIGN FINANCIAL REGULATORY AUTHORITY – Includes (1) a foreign

securities authority; (2) other governmental body or foreign equivalent of a self-regulatory

organization empowered by a foreign government to administer or enforce its laws relating

to the regulation of investment or investment-related activities; and (3) a foreign membership

organization, a function of which is to regulate the participation of its members in the

activities listed above.

FUNDING PORTAL - A broker acting as an intermediary in a transaction involving the

offer or sale of securities offered and sold in reliance on Section 4(a)(6), that does not,

directly or indirectly: (1) offer investment advice or recommendations; (2) solicit purchases,

sales or offers to buy the securities displayed on its platform; (3) compensate employees,

agents, or other persons for such solicitation or based on the sale of securities displayed or

referenced on its platform; or (4) hold, manage, possess, or otherwise handle investor funds or

securities.

JURISDICTION – Any state of the United States, the District of Columbia, the

Commonwealth of Puerto Rico, the U.S. Virgin Islands, any other territory of the United

States, or any subdivision or regulatory body thereof.

NONRESIDENT FUNDING PORTAL – A funding portal incorporated in or organized

under the laws of a jurisdiction outside of the United States or its territories, or having its

principal place of business in any place not in the United States or its territories.

PERSON - An individual, partnership, corporation, trust, or other organization.

SELF-REGULATORY ORGANIZATION (“SRO”) – A national securities association

registered under Section 15A of the Exchange Act or any national securities exchange or

registered clearing agency.

SUCCESSOR –A funding portal that assumes or acquires substantially all of the assets and

liabilities, and that continues the business of, a registered predecessor funding portal that

ceases its funding portal activities. See Rule 400(c) of Regulation Crowdfunding (17 CFR

227.400(c)).

FOR THE PURPOSE OF ITEM 5 AND THE CORRESPONDING

DISCLOSURE REPORTING PAGES (DRPs) (FP)

CHARGED - Being accused of a crime in a formal complaint, information, or indictment

(or equivalent formal charge).

ENJOINED – Includes being subject to a mandatory injunction, prohibitory

injunction, preliminary injunction, or temporary restraining order.

FELONY – For jurisdictions that do not differentiate between a felony and a misdemeanor, a

felony is an offense punishable by a sentence of at least one year imprisonment and/or a fine

of at least $1,000. The term also includes a general court martial.

FOUND – Includes adverse final actions, including consent decrees in which the respondent

has neither admitted nor denied the findings, but does not include agreements, deficiency

letters, examination reports, memoranda of understanding, letters of caution, admonishments,

and similar informal resolutions of matters.

INVESTMENT OR INVESTMENT-RELATED – Pertaining to securities, commodities,

banking, savings association activities, credit union activities, insurance, or real estate

(including, but not limited to, acting as or being associated with a funding portal broker-dealer,

municipal securities dealer, government securities broker or dealer, issuer, investment

company, investment adviser, futures sponsor, bank, security-based swap dealer, major

security-based swap participant, savings association, credit union, insurance company, or

insurance agency).

INVOLVED – Doing an act or aiding, abetting, counseling, commanding, inducing,

conspiring with or failing reasonably to supervise another in doing an act.

MINOR RULE VIOLATION – A violation of a self-regulatory organization rule that has

been designated as “minor” pursuant to a plan approved by the SEC or Commodity Futures

Trading Commission. A rule violation may be designated as “minor” under a plan if the

sanction imposed consists of a fine of $2,500 or less and if the sanctioned person does not

contest the fine. (Check with the appropriate self-regulatory organization to determine if a

particular rule violation has been designated as “minor” for these purposes).

MISDEMEANOR – For jurisdictions that do not differentiate between a felony and a

misdemeanor, a misdemeanor is an offense punishable by a sentence of less than one year

imprisonment and/or a fine of less than $1,000. The term also includes a special court

martial.

ORDER – A written directive issued pursuant to statutory authority and procedures, including

orders of denial, suspension, or revocation; does not include special stipulations, undertakings

or agreements relating to payments, limitations on activity or other restrictions unless they are

included in an order.

PROCEEDING – Includes a formal administrative or civil action initiated by a governmental

agency, self-regulatory organization or a foreign financial regulatory authority; a felony

criminal indictment or information (or equivalent formal charge); or a misdemeanor criminal

information (or equivalent formal charge). Does not include other civil litigation,

investigations, or arrests or similar charges effected in the absence of a formal criminal

indictment or information (or equivalent formal charge).

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.