UPDATED 12/27/18: Round 3 Closing Update
UPDATE DEC 27, 2018
At this point, most of the round 3 investors who have needed to transition have done so, and we are still reaching out to a number of folks that we haven't heard back from yet. We've sent Carta certificates to roughly 75% of the investors who have transitioned so far, and we have another block of certificates we're sending out in the next week or so that should cover everyone else who has transitioned. If you are one of the investors who needs to transition your investment from Round 3 to the Reg A, please do so at the following link: www.wefunder.com/legionm/transition
Email us at firstname.lastname@example.org if you have any questions about this process or if you have difficulty with the transition link.
UPDATE NOV 30, 2018
We just sent out Carta certs to 985 people on the oversubscription list! That’s not everyone, but it makes a pretty big dent. We’re working with Wefunder to continue knocking these out.
Note that if you are part of the oversubscription group and have NOT transitioned your investment yet, please do so ASAP by going to www.wefunder.com/legionm/transition. We can’t send you your certificate until you take this step. For more information, please read the post below.
UPDATE NOV 20, 2018
At around 8PM PST on November 9th, Wefunder sent e-mails to everyone on the oversubscription list with a link that allows them to move their Round 3 investment from the oversubscribed Reg CF to the Reg A we set up to accommodate the oversubscription. This morning, Legion M sent a followup e-mail with the same link. For your convenience, that e-mail and link is included below.
If you are on the oversubscription list, please follow the directions in the e-mail to complete your Round 3 investment. If you have any questions at all, please send us mail at email@example.com, and we’ll be happy to answer them for you.
If you are receiving this mail it means that you have one last step to finalize your round 3 investment. Please use the button below to go to a special page Wefunder set up (you will need to log in) and press the button that says "Invest In Legion M".
Note that this link only works for investors on the round 3 oversubscription list who are eligible for transition. Everyone else will get an error message.
This will move your existing investment from the oversubscribed Reg CF to a new Reg A (with the same terms) we created to handle the oversubscription. You don't need to send any money--we just need your permission to move the money you already invested. As promised, you are still getting the $8.32 share price, which looks even better now that Round 4 is selling at $8.88 per share!
THANK YOU for sticking with us through this complicated closing process. If you have any questions at all, please check out the FAQ below, or send us mail at firstname.lastname@example.org. We're happy to answer any questions you have!
Paul Scanlan and Jeff Annison
Cofounders, Legion M
Frequently Asked Questions
WHY DO I NEED TO DO THIS?
We initially launched Round 3 using Regulation CF (Reg CF) of the JOBS Act. That offering sold out quickly, and your investment was part of the oversubscription. To accommodate the extra demand, we qualified a new offering under Regulation A (Reg A) of the JOBS Act. Both rounds have the exact same financial terms, but because they are offered under two different regulations, we need to get your permission to move your investment from one to the other.
IS THERE ANY DISADVANTAGE TO RECEIVING REG A SHARES INSTEAD OF REG CF SHARES?
Not at all. The Regulation A offering (click here to read the offering document) has the exact same financial terms as the Regulation CF offering. You are still considered a Round 3 investor, and are getting the Round 3 price of $8.32 per share, even though the EXACT same Reg A shares are currently selling to Round 4 investors at $8.88.
WHAT IF I ALSO WANT TO INVEST IN ROUND 4
First off, make sure you follow the steps above to transition your round 3 investment, to ensure you lock in your Round 3 shares at the $8.32 price. Once you've done that, you can invest additional money in round 4, by going to www.wefunder.com/legionm, pressing the "edit investment" button, and modifying your investment by ADDING the additional amount. E.g. if you invested $100 in Round 3 and want to invest another $100 in Round 4, your total investment should say $200. Wefunder will track on the backend which portion of this goes to Round 3 (at 8.32 per share) vs. Round 4 (at 8.88 per share) and before round 4 closes you'll need to click through an additional confirmation. We know this process is a bit clunky, but at the moment it's the best Wefunder can do. Please contact us at email@example.com if you have ANY questions at all about this process.
WHY HAS THIS TAKEN SO LONG?
We filed for the Regulation A offering in July, but it wasn't fully qualified by the SEC until October--almost two months later than initially expected. Now that the round has been qualified, we need to get permission from you to move your investment from one offering to the next in order to close out the round.
I SENT IN MY INVESTMENT MONTHS AGO! WHAT HAVE YOU BEEN DOING WITH MY MONEY ALL THIS TIME?
Any money you sent in is in an escrow account at Boston Private Bank. Legion M doesn't receive any of your funds until a "closing" occurs, at which point we get the money and you get your stock certificates.
WHEN CAN I EXPECT TO RECEIVE MY SHARES?
As long as you follow the steps above promptly, we hope to get your Carta certificates within a couple weeks. You can check this blog post on the Legion M homepage to get the latest update.
WHAT IF I DON'T CHOOSE TO INVEST IN THE REG A?
If for some reason you no longer wish to invest in Legion M, just let Wefunder know and they will provide a full refund.
IF YOU HAVE ANY QUESTIONS, PLEASE SEND MAIL TO TEAM@LEGIONM.COM AND WE'LL BE HAPPY TO ANSWER THEM FOR YOU.
UPDATE NOV 7, 2018
Today we issued Carta certificates to 281 investors, bringing the total number of Round 3 investors who have closed their investment to 2,683. There are 2,138 more investors still in the queue. If you are on this list you should have received an e-mail today with a more detailed update and description of next steps.
Those still waiting are (with a few exceptions) people who invested or added funds to their investment AFTER the Reg CF hit its maximum. All the money from these investors is still in escrow—we don’t receive funds until a close occurs and the certificates are issued. Right now everything is in Wefunder’s hands as they work diligently to wrap things up as quickly as possible.
Thank you all for being patient as we go through the closing process. Trust us when we say we are just as eager as you to finish this off.
In the meantime, if you missed Round 3 (or want to double/triple/quadruple down on your earlier investment!), we will be making an announcement about Round 4 tmw. There’s still time to make a reservation at www.legionm.com/reservations.
UPDATE NOV 1, 2018:
There is a light at the end of the tunnel!
Last Friday the SEC qualified our Regulation A offering, which is the underpinning of our plan to handle oversubscriptions from Round 3 (as well as the basis for round 4). Also, just yesterday we got the final list of Round 3 Reg CF investors from Wefunder which means we can FINALLY import them to Carta and send certificates to those folks (as you can see from the October 22 update, we were expecting this list nearly two weeks ago).
We’re sorry this has been such a long, drawn-out process, but unfortunately it’s par for the course. The laws that enable what we’re doing are still very new, and a lot of the infrastructure is still being developed. Wefunder and Legion M bend over backwards to do right by our investors (e.g. opening a Reg A to accommodate oversubscription from the Reg CF), but oftentimes that creates a lot of extra work and complicated dependencies. We’re getting better with each round (even with all the delays with round 3, we are MONTHS ahead of where we were at this point with Round 2), and are profoundly grateful for your patience and support while we iron out the wrinkles. Bumps like these are just one of the joys of pioneering a new frontier instead of sticking to well-travelled roads.
The largest external dependency now appears to be final legal approval of an omnibus escrow account with Boston Private Bank (the bank that handles our escrow, anti-money laundering checks, etc). We’re working through the final plan and timeline with Wefunder as we speak, and will provide an update once news is available.
UPDATE OCT 22, 2018: It took a bit longer then expected, but last week Wefunder processed the last batch of investors for the Reg CF. Carta certificates should go out to all those people this week.
Everyone who is left (and there are nearly 2000 of you!) is someone that invested AFTER the Reg CF hit its limit. To accommodate all of these people, we filed for a new round under Regulation A that is currently in the process of being qualified by the SEC. (If you are interested you can review the latest version of this filing here). It’s not clear when that will be approved (we originally filed on July 31st—it’s a sloooooooow process!!), but we expect to hear back within the next 1.5 weeks. In the meantime, we’re going to send an e-mail to share this update with everyone who is affected.
If you have any questions at all, please go ahead and send e-mail to firstname.lastname@example.org.
UPDATE OCT 8, 2018: Wefunder has sent out cancellation notices to everyone who did not complete or had some issue with the investment process. So at this point you should have received either a cancelation notification from Wefunder, or an e-mail update from Legion M stating that all is well. If you haven’t received one of these, please reach out immediately to email@example.com.
We expect to import another set of investors into Carta this week. Once that is complete we will e-mail everyone else who is still waiting to give you an update on the process. Thank you so much for all your patience!
ORIGINAL POST DATE SEPT 17, 2018:
Legion M’s third round SOLD OUT faster than any in company history. Our max limit under Regulation CF was $902,000 but we ended oversubscribed with more people wanting to invest than we had room to accommodate. In accordance with our NO FAN LEFT BEHIND philosophy, we’ve filed for a Regulation A offering to accommodate the extra demand. We are committed to ensuring that EVERYONE who attempted to invest in Round 3 prior to the deadline has the opportunity.
Ever since Round 3 ended, Wefunder has been working diligently to run all the necessary checks and complete the work required to officially close the round. For previous rounds, this has taken as long as six months; fortunately Wefunder has made significant strides at reducing this lead time. On September 11th, 6 weeks after the end of the round, we sent out an e-mail from Carta.com (our registered transfer agent) to approximately HALF of the round 3 investors. We expect to send out the remainder within the next few weeks.
If you were in the first batch, you should have received an e-mail inviting you to accept your shares into your Carta account. If you don’t already have an account at Carta.com, you will be prompted to create one. This is all free to you—Legion M covers the costs.
If you did NOT received a notification from Carta, please don’t despair! It just means that you are in the second batch, and you should expect to hear from us within the next couple weeks. If, when the second batch goes out, you STILL don’t receive a notification, then we’ll be happy to investigate further. As always, we’re committed to ensuring that NO FAN GETS LEFT BEHIND!
Thank you for bearing with us as we go through this process. With over 4,000 investors in Round 3, we are over 10X larger than most other companies on Wefunder. That’s GREAT news for Legion M and our investors, but it does lengthen the closing process. We appreciate your patience. If you have any questions, feel free to contact us at firstname.lastname@example.org.
NOTE ABOUT CARTA CERTIFICATES:
Carta.com (formerly eShares) is Legion M’s registered transfer agent. That’s where we maintain our Cap Table, which is the official record of who owns each share in the company. If you invested in Round 1 or 2, you should have received an invitation to accept your shares long ago. If you haven’t, please check the email address you use for your wefunder.com account (don’t forget to check your spam filter) for an e-mail from Carta.com. If you can’t find the Carta e-mail, please contact us at email@example.com and we’ll be happy to investigate.