Wefunder/Seed Round Status and Oversubscription Rules
Wefunder is still working very hard to close out the Title III round. As of this writing, we have over 1.2MM in escrow, with another 50k+ of funds transit. The deadline for funding transactions has now passed, so we expect that within the next few days all the money will be in escrow, and any investment that has not been funded will be cancelled.
As you may know, the limit for a Title III round is 1MM. When we created the Title III round, we established a "no fan left behind" policy, which stated that in the event of an oversubscribed round, we'd use the following rules:
- Anybody who purchased 42 ($294) shares or less will keep their entire investment.
- Anybody who purchased 43 shares or more will have the amount over 42 shares trimmed back on a pro-rata basis.
The idea here is simple--we want to make sure that EVERYBODY gets a chance to participate in Legion M, and that when push comes to shove, the little guys don't all get squeezed out by the big guys. After all, our power comes from our numbers, so it's in ALL of our best interests to make the Legion as inclusive as possible. Plus, this is just the first fundraising round. Anybody who gets trimmed back in this round will have the opportunity to invest more in the next.
Based on the raw numbers from Wefunder, we ended up about 30% oversubscribed. The vast majority of our investors (72%) invested less than the 42 share limit. That said, investors who purchased more than 42 shares were responsible for 75% of the money raised.
Based on our rules, what WOULD have happened is that the large investors would get trimmed back on a pro-rata basis. Roughly speaking, if you invested $1,000 you'd get trimmed back to about $700. If you invested 10,000 you'd get trimmed back to about $6300.
However, we found a better solution. Since many of our larger investors qualify as accredited investors, we are able to move them into a parallel Reg D round. This Reg D round has the exact same terms and conditions as the title III, and is also being hosted on Wefunder. Due to securities laws, ONLY people that can prove they are accredited investors are allowed to participate (unlike the Title III, which is open to everybody). Investors who move out of the Title III and into the Reg D are able to keep their entire investment amount (without being trimmed back), and also makes room for everybody else, so we don't have to trim other folks back as much.
Make sense? If not, don't worry about it--this is pretty deep in the weeds. The net result is:
- If you invested less than $294, you'll get to keep your entire investment. Your funds should already be in escrow--if not, please send us a note at firstname.lastname@example.org.
- If you are an accredited investor, Paul and Wefunder has probably already reached out to you about moving to the Reg D round.
- If you invested more than $294 and cannot or do not move into the Reg D round, you might get trimmed back a bit, but at this point we expect the impact will be fairly small.