Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 523 - RULE REGARDING SHORT-FORM SEED CAPITAL REGISTRATIONS › Fund-ME Offering Circular

Current through 2024-29, July 17, 2024
IMPORTANT NOTICES TO PROSPECTIVE INVESTORS:
The Company described in this Offering Circular
				  is attempting to raise money for its business by offering securities to the
				  public in Maine, subject to strict limits on the maximum dollar amount that the
				  Company can raise and the maximum dollar amount that can be sold to any one
				  investor. The information contained in this Offering Circular has been provided
				  by the Company itself. Neither the Maine Office of Securities nor any other
				  Maine or Federal government agency has attempted to verify the accuracy or
				  completeness of the information provided in this Offering Circular by the
				  Company.
Investment in a small business is often risky,
				  and some businesses are much riskier than others. Most small businesses fail
				  within the first several years of their operation. YOU SHOULD NOT INVEST ANY
				  FUNDS IN THIS OFFERING UNLESS YOU CAN AFFORD TO LOSE YOUR ENTIRE INVESTMENT.
				  See the Risk Factors section of the offering circular for a discussion of the
				  risk factors that the Company believes present the most substantial risks to
				  you.
If you buy the securities offered here and you
				  later come to believe that the information set forth in this Offering Circular
				  was intentionally false at the time of your purchase, you should contact the
				  Maine Office of Securities through its Online Complaint Option at
				  https://www.maine.gov/pfr/securities/complaint.htm [File Link Not Available],
				  or you can call the Office at 877-624-8551. Maine law provides legal remedies
				  for victims of fraud, but be aware that the procedures for doing so are
				  complicated and time-consuming. The best defense is not to make the investment
				  if you cannot afford to lose the entire amount invested.
THE COMPANY:
Name (Exact name of Company as set forth in its
				  Organizational Documents):
Street address of principal office:
Company Telephone Number:
Company Website:
Person(s) to contact at Company with respect to
				  offering:
Telephone Number (if different from above):
Email address:
The date of this Offering Circular is_______
Type of securities offered:
Price per security:$
If the price has not been determined, the method for
				  determining the price:
NOTE: Investors must be provided the final price in
				  writing along with all required disclosures PRIOR to the sale. Investors who
				  made a commitment to purchase before the price was determined must be given a
				  reasonable opportunity to rescind their commitment to purchase once the final
				  price is disclosed to them.
Sales commission, if any: ______%
Minimum dollar amount of securities offered:
Maximum dollar amount of securities offered:
Deadline to reach the minimum dollar amount of securities
				  offered:
EXECUTIVESUMMARY
The Business
Describe the business of the Company (or, if the Company has
				  not yet commenced operations, describe the Company's anticipated business
				  plan).
Describe how the Company plans to carry out its
				  activities.
This Company:
[ ] Has never conducted operations.
[ ] Is in the development stage.
[ ] Is currently conducting operations.
[ ] Has shown a profit in the last fiscal year.
[ ] Other (Specify):
(Check at least one, as appropriate)
Type of entity, if other than a
				  corporation:___________
Jurisdiction and date of formation:________ _________
Fiscal year end:__________ __________
(month) (day)
Is the Company in good standing with the Maine Secretary of
				  State? Yes [ ] No [ ]
How the Company Will Use Your
				  Money
Describe how the Company intends to use the proceeds of this
				  offering. (For further details, see
Use of Proceeds
below.)
The Principal Officers of the
				  Company
The Principal Officers of the Company (or the functional
				  equivalents) and their titles are:
Chief Executive Officer:
Chief Operating Officer:
Chief Financial Officer:
For more information about these Officers, see Appendix
				  D.
THE OFFERING
Is anyone eligible to receive commissions, finders' fees or
				  other compensation from the sale of the securities offered by the Company? Yes
				  [ ] No [ ] If Yes, see the section of this Offering
As a protection to investors, all monies raised
				  in this offering will be set aside in a separate bank account and cannot be
				  spent by the Company unless it succeeds in raising at least $_______ by the
				  following date: _________ (which date must be no later than one year from the
				  effective date of this offering). The Company is required to provide you with
				  regular updates regarding its progress in reaching this minimum offering
				  amount. If this minimum funding condition is not met, the Company is required
				  to refund your subscription amount in full. Securities you buy in this offering
				  may be resold to others. However, there is no public market for the securities
				  sold as part of this offering. Finding purchasers who are willing to buy your
				  securities at favorable prices may be very difficult.
Circular entitled HOW THESE SECURITIES WILL BE OFFERED AND
				  SOLD.
This offering will be conducted in the following states in
				  addition to Maine:
You should consider the terms and risks of this
				  offering before you invest. No government regulator is recommending these
				  securities. No government regulator has verified that this document is accurate
				  or determined that it is adequate. It is a crime for anyone to tell you
				  differently.
The Company is required to include in this Offering
				  Circular and the attached Business Plan important information about itself and
				  this offering. If any Company representative gives you different information,
				  you should not rely upon it. You should rely only on the information in this
				  Offering Circular.
RISK FACTORS
List in the order of importance the factors that the Company
				  considers to be the most significant risks to an investor.
BUSINESS PLAN
As a condition to this offering of securities, the Company is
				  required to prepare a brief business plan. The Company's Business Plan is set
				  forth in Appendix A of this Offering Circular.
COMPANY FINANCIAL
				  STATEMENTS
Financial statements for the Company are set forth in
				  Appendix B of this Offering Circular. If the amount of securities offered does
				  not exceed $100,000, the Company must provide as its financial statements its
				  most recent year-end federal income tax returns. If the amount of securities
				  offered is greater than $100,000, the Company must submit financial statements
				  that have been reviewed or audited by a public accountant who is independent of
				  the Company, using professional standards and procedures for such review or
				  audit. Year-end federal income tax statements will not be provided if the
				  Company did not have operations or start-up activities in any prior calendar
				  year. In addition, the Company must provide financial statements that its
				  Principal Executive Officer certifies to be true and complete in all material
				  respects.
If the Company elects to provide financial projections for
				  future periods, they, too, will appear in Appendix B and must include a summary
				  of what Company management believes to be the most significant assumptions and
				  uncertainties of such projections.
CAPITALIZATION
A description of the Company's capital structure is set forth
				  in Appendix C of this Offering Circular, including a description of recent
				  offerings or issuances of securities by the Company.
COMPANY OFFICERS, DIRECTORS, MANAGERS, AND
				  KEY PERSONS
Biographical information is set forth in Appendix D of this
				  Offering Circular for each Officer, Director, Manager, and other key owner, key
				  employee, or other key person. The term "key person" means a person, other than
				  the Chief Executive Officer, Chief Operating Officer, and Chief Financial
				  Officer, who makes a significant contribution to the business of the
				  Company.
MILESTONES
Describe in chronological order the steps management intends
				  to take to achieve, maintain, or improve profitability during the 12 months
				  following its first receipt of the proceeds from this offering.
If management does not expect the Company to achieve
				  profitability during that time period, describe the business objectives for
				  that period and the steps management intends to take to achieve those
				  objectives.
Indicate the probable timing of each step and the approximate
				  cost to complete it.
State the anticipated consequences to the Company if any step
				  is not completed as scheduled.
Describe how the Company will deal with these
				  consequences.
NOTE: After reviewing management's discussion of the
				  steps it intends to take, potential investors should consider whether
				  achievement of each step within the estimated time frame and the estimated cost
				  is realistic. Potential investors should also assess the consequences to the
				  Company of any delays in taking these steps and whether the Company will need
				  additional financing to accomplish them.
USE OF PROCEEDS
Show how the Company intends to use the proceeds of this
				  offering:
If Maximum Sold
If Minimum Sold
Anticipated Gross Proceeds from
						  Offering
$
$
Less: Offering Expenses
Commissions and Finders Fees
$
$
Legal & Accounting
$
$
Copying & Advertising
$
$
Other:
$
$
Anticipated Net Proceeds from
						  Offering
$
$
Use of Net Proceeds if Maximum Sold:
Amount
Percent
Repayment of money borrowed from unrelated third parties
$
%
1.
$
%
2.
$
%
Other:
$
%
Payments to repurchase previously issued securities
$
%
Prior compensation obligations to executives
$
%
Prior compensation obligations to other employees
$
%
Payments to acquire equipment/other assets
$
%
Payments to finance a merger with or acquisition of
						  another entity
$
%
Working Capital
$
%
Payment of offering expenses
$
%
Other:
$
%
Total
$
100%
Use of Net Proceeds if Minimum Sold:
Amount
Percent
Repayment of money borrowed from unrelated third parties
$
%
1.
$
%
2.
$
%
Other:
$
%
Payments to repurchase previously issued securities
$
%
Prior compensation obligations to executives
$
%
Prior compensation obligations to other employees
$
%
Payments to acquire equipment/other assets
$
%
Payments to finance a merger with or acquisition of
						  another entity
$
%
Working Capital
$
%
Payment of offering expenses
$
%
Other:
$
%
Total
$
100%
SELECTED FINANCIAL INFORMATION
What were net, after-tax earnings for the last fiscal year?
				  (If losses, show in parenthesis.)
Total $
Per share $
If the Company had profits, show offering price as a multiple
				  of earnings.
Offering Price Per Share/Net After-Tax Earnings Per Share
				  for Last Fiscal Year = (price/earnings multiple)
DESCRIPTION OF SECURITIES
				  OFFERED
Describe:
(i) terms
				of the securities of the Company being offered and each other class of security
				of the Company, including how such terms may be modified, and a summary of the
				differences between such securities, including how the rights of the securities
				being offered may be materially limited, diluted, or qualified by the rights of
				any other class of security of the Company;
(ii) the name and ownership level of each
				existing individual or entity who directly or indirectly owns, or has the right
				to acquire within 60 days of the date of this Offering Circular, more than 20
				percent of any class of the securities of the Company (a "principal
				owner");
(iii) how the exercise of
				the rights held by the principal owners of the Company could negatively impact
				the purchasers of the securities being offered;
(iv) how the securities being offered are
				being valued, and examples of methods for how such securities may be valued by
				the Company in the future, including during subsequent corporate actions;
				and
(v) the risks to purchasers
				relating to minority ownership in the Company, including the risks of major
				corporate actions approved by the principal owners of the Company, such as
				additional issuances of ownership interests, a sale of the Company or of assets
				of the Company, or transactions with related parties.
HOW THESE SECURITIES WILL BE OFFERED AND
				  SOLD
Salespersons/Finders may need to be licensed; please
				  contact the Office of Securities for further details.
Company
				  Salespersons
Identify each Officer, Director, Manager or Company employee
				  who will be specially compensated for offers or sales of these
				  securities:
Name:
Title:
CRD Number:
Address:
Telephone Number:
Describe any compensation that the Company will pay such
				  person in addition to his or her customary salary and compensation.
Other Sales persons and
				  Finders
Provide the following information for each salesperson or
				  finder who is not an Officer, Director, Manager or employee of the
				  Company:
Name:
Company:
CRD Number:
Address:
Telephone Number:
Describe all compensation that the Company will pay to each
				  person identified above.
Describe any material relationships between these sales
				  persons or finders and the Company or its management.
Purchaser
				  Limitations
Is the offering subject to any limitations on who will be
				  allowed to purchase offered securities? [ ] Yes [ ] No
If the answer is "yes," describe the limitation(s).
Describe any applicable limits on the dollar amount that a
				  purchaser may invest in the Company within any consecutive 12-month
				  period.
Impound of Offering
				  Proceeds
The Company is required to impound the proceeds of the
				  offering until it raises the minimum offering proceeds of not less than 30% of
				  the maximum offering amount.
The minimum amount of proceeds that the Company must raise
				  and place in an impound account before the Company can receive and use the
				  proceeds is $XXX.
State the name, address, and telephone number of the bank or
				  other similar depository institution acting as impound agent. The bank will be
				  named as depository only and has not passed in any way upon the merits or
				  qualifications of the security and makes no recommendation with regard to its
				  purchase. The bank does not authorize the use of its name by any person for the
				  promotion or sale of the security.
If the Company has not raised the minimum offering proceeds
				  by [DATE], the offering will end and your offering proceeds will be returned to
				  you. All offering proceeds to be returned to investors will be returned within
				  30 days of the date the offering ended.
Until such time as the minimum offering amount is met and, as
				  a result, funds are released to the Company, the Company may not issue any
				  certificates or other evidence of ownership of securities other than
				  subscription agreements.
ARRANGEMENTS WITH OFFICERS, DIRECTORS,
				  MANAGERS, AND KEY PERSONS
Describe any arrangements to ensure that Officers, Directors,
				  Managers, and key persons will remain with the Company and not compete with the
				  Company if they leave.
Describe the impact on the Company if it loses the services
				  of any Officer, Director, Manager, or key person due to death, disability, or
				  departure.
Has the Company purchased key person life insurance or
				  disability insurance on any Officer, Director, Manager or key person? [ ] Yes [
				  ] No
If the answer is "yes," describe.
Has the Company made any arrangements to replace any Officer,
				  Director, Manager or key person it loses due to death or disability or
				  departure? [ ] Yes [ ] No
If the answer is "yes," describe.
Compensation
List all compensation that the Company paid to its Officers,
				  Directors, Managers, and key persons for the last fiscal year:
Cash
Other
Chief Executive Officer
Chief Operating Officer
Chief Financial Officer
Key Persons:
Total:
$
$______
Officers as a group (number of persons ___)
$
$
Directorsor Managers as a group (number of persons
						  ___)
$
$
Key Persons as a group (number of persons
						  ___)
$
$
Does the Company owe any Officer, Director, Manager, or
				  employee any compensation for periods prior to the commencement of this
				  offering? [ ] Yes [ ] No
If the answer is "yes," explain.
Is compensation expected to change within the next 12 months?
				  [ ] Yes [ ] No
If the answer is "yes," explain.
Does the Company have any employment agreements with
				  Officers, Directors, Managers or key persons? [ ] Yes [ ] No
If the answer is "yes," explain.
Does the Company plan to enter into any employment agreements
				  with Officers, Directors, Managers or key persons? [ ] Yes [ ] No
If the answer is "yes," describe.
CERTAIN LEGAL
				  PROCEEDINGS
Insolvency
Has a petition for bankruptcy, receivership, or a similar
				  insolvency proceeding been filed by or against any Officer, Director, Manager
				  or key person within the past five years, or any longer period if material? [ ]
				  Yes [ ] No
Was any Officer, Director, Manager, or key person an
				  executive officer, a director, or in a similar management position for any
				  business entity that was the subject of a petition for bankruptcy,
				  receivership, or similar insolvency proceeding within the past five years, or
				  any longer period if material? [ ] Yes [ ] No
If the answer is "yes," explain.
Criminal
				  Proceedings
Has any Officer, Director, Manager, or key person been
				  convicted or pled guilty or
nolo contendere
("no contest") in
				  a criminal proceeding, excluding traffic violations or other minor offenses? [
				  ] Yes [ ] No
If the answer is "yes," explain.
Is any Officer, Director, Manager, or key person named as the
				  subject of a pending criminal proceeding, excluding traffic violations or other
				  minor offenses? [ ] Yes [ ] No
If the answer is "yes," explain.
Civil
				  Proceedings
Has any Officer, Director, Manager, or key person been the
				  subject of a court order, judgment or decree in the last five years related to
				  his or her involvement in any type of business, securities, or banking
				  activity? [ ] Yes [ ] No
If the answer is "yes," explain.
Is any Officer, Director, Manager, or key person the subject
				  of a pending civil action related to his or her involvement in any type of
				  business, securities, or banking activity?
[ ] Yes [ ] No
If the answer is "yes," explain.
Has any civil action been threatened against any Officer,
				  Director, Manager, or key person related to his or her involvement in any type
				  of business, securities, or banking activity?
[ ] Yes [ ] No
If the answer is "yes," explain.
Administrative
				  Proceedings
Has any government agency, administrative agency, or
				  administrative court imposed an administrative finding, order, decree, or
				  sanction against any Officer, Director, Manager, or key person in the last five
				  years as a result of his or her involvement in any type of business,
				  securities, or banking activity? [ ] Yes [ ] No
If the answer is "yes," explain.
Is any Officer, Director, Manager, or key person the subject
				  of a pending administrative proceeding related to his or her involvement in any
				  type of business, securities, or banking activity? [ ] Yes [ ] No
If the answer is "yes," explain.
Has any administrative proceeding been threatened against any
				  Officer, Director, Manager, or key person related to his or her involvement in
				  any type of business, securities, or banking activity?
[ ] Yes [ ] No
If the answer is "yes," explain.
Self-Regulatory
				  Proceedings
Has a self-regulatory agency imposed a sanction against any
				  Officer, Director, Manager, or key person in the last five years as a result of
				  his or her involvement in any type of business, securities, insurance, or
				  banking activity? [ ] Yes [ ] No
If the answer is "yes," explain.
Is any Officer, Director, Manager, or key person the subject
				  of a pending self-regulatory organization proceeding related to his or her
				  involvement in any type of business, securities, insurance, or banking
				  activity? [ ] Yes [ ] No
If the answer is "yes," explain.
Has any self-regulatory organization proceeding been
				  threatened against any Officer, Director, Manager, or key person related to his
				  or her involvement in any type of business, securities, insurance, or banking
				  activity? [ ] Yes [ ] No
If the answer is "yes," explain.
NOTE: After reviewing the background of the Company's
				  Officers, Directors, Managers, and key persons, potential investors should
				  consider whether or not these persons have an appropriate background and
				  adequate experience to develop and operate this Company and to make it
				  successful. In this regard, the experience and ability of management are often
				  considered two of the most significant factors in the success of a
				  business.
MANAGEMENT RELATIONSHIPS AND
				  TRANSACTIONS
Family
				  Relationships
Is there a family relationship between any Officer, Director,
				  Manager, key person, or principal owner (i.e., an individual or entity who
				  directly or indirectly owns, or has the right to acquire within 60 days of the
				  date of this Offering Circular, more than 20 percent of any class of the
				  securities of the Company)? [ ] Yes [ ] No
If yes, describe.
Management
				  Transactions
Will the Company use any offering proceeds to acquire assets
				  from any Officer, Director, Manager, key person, or principal owner? [ ] Yes [
				  ] No
If the answer is "yes," provide detailed information
				  including the name of the person, the cost to the Company, the method used to
				  determine the cost, and any profit to the seller.
Will the Company use any offering proceeds to acquire assets
				  from an associate of any Officer, Director, Manager, key person, or principal
				  owner? [ ] Yes [ ] No
If the answer is "yes," provide detailed information
				  including the name of the person, the cost to the Company, the method used to
				  determine the cost, and any profit to the seller.
Will the Company use any offering proceeds to reimburse any
				  Officer, Director, Manager, key person, or principal owner for services already
				  rendered, assets previously transferred, or moneys loaned or advanced, or
				  otherwise? [ ] Yes [ ] No
If yes, provide detailed information about each transaction.
				  Include the name of the person, the cost to the Company, the method used to
				  determine the cost, and any profit to the person.
Has the Company made loans to any Officer, Director, Manager,
				  key person, or principal owner within the last two years? [ ] Yes [ ] No
Does the Company plan to make loans to its Officers,
				  Directors, Managers, key persons, or principal owners in the future? [ ] Yes [
				  ] No
If yes, describe any policies the Company has adopted to deal
				  with the conflicts of interest in these transactions:
Has the Company done business with any Officer, Director,
				  Manager, key person, or principal owner within the last two years? [ ] Yes [ ]
				  No
Is the Company currently doing business with any Officer,
				  Director, Manager, key person, or principal owner? [ ] Yes [ ] No
Does the Company plan to do business with its Officers,
				  Directors, Managers, key persons, or principal owners in the future? [ ] Yes [
				  ] No
If yes, describe any policies the Company has adopted to deal
				  with the conflicts of interest in these transactions. Provide details for any
				  "yes" answers. State the principal terms of any significant loans, agreements,
				  leases, financing, or other arrangements.
Has any Officer, Director, Manager, key person, or principal
				  owner guaranteed or co-signed the Company's bank debt or other obligations? [ ]
				  Yes [ ] No
If yes, explain the terms of each transaction and describe
				  the Company's plans for repayment.
LITIGATION
Describe any recent or pending litigation or administrative
				  action which has had or may have a material effect upon the Company's business,
				  financial condition, or operations. State the names of the principal parties,
				  the nature and current status of the matters, and the amounts involved.
Describe any threatened litigation or administrative action
				  that may have a material effect upon the Company's business, financial
				  condition, or operations. State the names of the principal parties, and the
				  nature and current status of the matters.
TAX ASPECTS
Describe any material tax consequences to investors in this
				  offering.
OTHER MATERIAL
				  FACTORS
Describe any other material factors, either adverse or
				  favorable, that will or could affect the Company or its business or which are
				  necessary to make any other information in this Offering Circular not
				  misleading or incomplete.
ADDITIONAL
				  INFORMATION
Describe the types of information that the Company will
				  provide to security holders in the future.
Describe the schedule for providing this information.
Attach the Company's financial statements to the Offering
				  Circular as Appendix B.
SIGNATURES:
The Company's Chief Executive Officer, Chief Financial
				  Officer, and its Directors or Managers must sign this Offering Circular. When
				  they sign this Offering Circular, they represent that they have diligently
				  attempted to confirm the accuracy and completeness of the information in the
				  Document.
When the Chief Financial Officer signs this Offering
				  Circular, he or she represents that the financial statements in the Document
				  have been prepared in accordance with generally accepted accounting principles
				  which have been consistently applied, except where explained in the notes to
				  the financial statements. He or she represents that the financial statements
				  fairly state the Company's financial position and results of operations, or
				  receipts and disbursements, as of the dates and periods indicated. He or she
				  also represents that year-end figures include all adjustments necessary for a
				  fair presentation under the circumstances.
Chief Executive Officer: Directors or Managers:
_______________ __________________
Title:_____________
_______________
Chief Financial Officer: ______________
________________
_______________ __________________
Title:_____________
APPENDICES
Appendix A - Business
				  Plan
Appendix B - Financial
				  Statements
Appendix C - Capitalization
				  Table
Appendix D - Biographical
				  Information