*RISKS

Risk warning

Investing in early-phase small and medium-sized companies (startups) involves risks. Early-phase companies are immature and their business model is unvalidated. Moreover, there is no secondary marketplace to trade their shares. Never invest more than you can do without for years or even lose. Based on past experiences, only every tenth or twentieth company becomes truly successful. Investment in those promising companies becomes available for everyday investors by crowdfunding. Do not miss the next success story but be cautious and do not risk more money than you can dispose.

Entry into force: 24th May, 2019

When considering an equity investment, one must take into account the risks as well as the expected return on the investment. Although each Campaign Initiator and Investor has expectations about the increase in the value of shares of the given company, the future return on investment is not foreseeable.

The companies raising capital on the platform operated by Tokeportal.com are early-phase small and medium-sized companies. Investment in such companies involves significant risks, since the business model of these companies is immature and not validated. Therefore forecasts on their future profitability are rather speculative. In case the business plan is not realized, then Investors might lose part of or even the entire amount invested, or have to do without it for years.

This Risk Warning does not aim at disclosing and explaining all the risks of investing at https://app.tokeportal.com/, but rather aims at warning investors to investment risks. Tokeportal.com recommends prospective Investors to read the detailed descriptions of Campaign Initiators carefully and – following the registration at the platform – to raise questions to the Campaign Initiators on the Campaign’s forum. Further questions may be raised by sending a message to hello@tokeportal.com.

Investors shall make their own investment decisions (considering all the available information). Tokeportal.com expressly excludes any liability for the Investors’ investment decisions, for any direct, indirect or consequential loss or damage.

Major investment risks include at least the following cases:

Loss of capital

Most early-phase companies fail or cannot realize their pre-defined strategic and financial goals. Therefore, investment in such companies involves significant risks, including losing part of or even the entire amount invested. In case a company raising capital at Tokeportal.com fails or becomes insolvent, neither the company, nor Tokeportal.com is liable to pay back the invested amount and these investments are not secured by any state funded or other guarantee fund

Illiquidity

Liquidity means that there is an opportunity to buy and sell shares constantly. The Campaign Initiator companies are incorporated as private limited companies and although their shares are usually tradable, there is no organised secondary market for doing so, which makes trading a complicated and long procedure. Moreover, the information on share prices are not publicly disclosed.

Absence of Dividends

Companies pay dividends to their shareholders from their after-tax profit. Early-phase companies do not often pay dividends, they shall rather use their profit to fuel the growth of the company to increase shareholder’s value.

Dilution

The stake that an Investor acquires in a company raising capital at the platform decreases if the company issues further shares and the investor does does not acquire new shares to maintain his or her stake. (In case the Articles of Association does not resolute otherwise, the Investors acquiring a stake during the crowdfunding round are granted pre-emptive rights to purchase from the shares.)

Risks involved in the Term Sheet

Each Campaign’s Documentation includes the terms of investment (the Term Sheet), which lays down the essential terms of the Articles of Association following a successful Campaign, including the shareholders’ rights. For more details regarding the Term Sheet, please visit our Glossary.

Late exit, i.e. a delay in the realization of the increase in value

Those startups, which increase the most in value are usually acquired by a professional investor at a significantly higher price or go public. There is no warranty though, that the acquisition or IPO succeeds within the time frame expected by the Investor.

Informational risks

The financial information of early-phase companies has usually not been audited prior to the capital increase during a Campaign, therefore no auditor or other third party may be held liable for the disclosed information. Following the investment the Campaign Initiator contracts an auditor but the shareholders still have limited access to up-to-date information, since the management and governing bodies of early-phase companies have limited resources to inform shareholders. Following the disclosure of KPI reports as well as annual financial reports, all investors have the right to raise their questions within the Informational Interval.

The methods of investment risk management

Tokeportal.com draws the attention of investors to invest in companies only if they have adequately assessed and carefully considered the possible investment risks and these risks suit their risk appetite as well as their capacity of taking risks. We recommend investing smaller amounts, which one can bear to lose and to diversify investments, i.e. allocating the investible amount to several companies. We also recommend participation in groups, at events and educational programmes discussing crowdfunding.

We advise everyday investors to invest small amounts of capital. In accordance with the regulation of countries with a developed capital market, we advise everyday investors to invest at most EUR 9,000 in one campaign and at most a value equivalent to the 20% of their savings per annum.

Regulatory risks

Crowdfunding (although it always existed, as people always turned to external financiers to raise funds for their business ideas) as an online, platform-based investment method is relatively new. The international best practices and regulations on crowdfunding are known, the European Parliament agreed on the final version of the European Crowdfunding Service Providers Regulation (ECSP) but there is no regulation on crowdfunding in Hungary yet.
Having regard to the novelty of this investment method, it might affect Users if the Hungarian regulatory authorities interpret the legal framework differently or variously over time.

Tokeportal.com developed its operating model to the best of its knowledge, consulting with institutions, authorities and experts of the capital market, in accordance with with the Prospectus Regulation, the Civil Code of Hungary and the Hungarian Act on the Capital Market in force.

Further general information

Considering that the market participants in Hungary have not had the chance to accumulate in-depth knowledge and experience on crowd investing so far, and in accordance with our Terms and Conditions as well as its annexes, we find it crucial to help Investors and Campaign Initiators understand the following:

Tokeportal.com does not invest in the campaigns launching on the platform, does not provide investment advice and does not manage the assets of clients. Tokeportal.com does not provide legal, financial or tax advice of any kind. We advise Users to consult a professional adviser in case they have any questions with respect to legal, financial or tax matters relevant to launching or investing in a Campaign.

In accordance with paragraphs 6:360-6.365 of the Civil Code of Hungary as well as Section (7) of 47 § of the Hungarian Act on the Capital Market, investments are accumulated on the custodian account of the Campaign Initiator until the campaign closes. After a Campaign reaches its (minimum) Funding Target, the Campaign Initiator receives the amount in the form of equity following the issuing of shares.

During the preparation of the Campaign and the preparation process, Tokeportal.com regards all information submitted by the Campaign Initiator to be appropriate, clear and not misleading. The validity and the coherence of relevant historical data is examined during a basic due diligence process conducted by the Lead Investor or Tokeportal.com; however, they do not take any responsibility for the correctness of these data. Tokeportal.com examines the forecasts for future growth and their context, too, and checks whether the Campaign Initiator warns prospective investors about the speculative nature of these forecasts and the potential risk factors. Tokeportal.com and the Lead Investor apply a scoring method, which is well-known in the venture capital industry, and launches only such Campaigns, which are scored as “suitable for investment”. However, they might be wrong or they might overlook some relevant or falsified information. Plans might be flawless but still differ from reality. Tokeportal.com obliges Campaign Initiators to communicate any changes in an appropriate, prudent and ethical way, for 3 years following the end of the Campaign.

Bearing in mind that the Campaign Initiators are usually startup companies with limited resources, the availability of the Founders to answer the questions of Investors shall be limited, just in order to protect investors. We advise Investors to disclose on the Forum any relevant information they notice, by opening the appropriate topic. (Tokeportal.com moderates the Forum, and it can be used only by identified users.)

Prior to launching a Campaign, Tokeportal.com reviews the Campaign Documentation. All other disclosed information – e.g. on the Forum – have not been validated. The validation excludes the offered equity and the pre-money valuation of the company; Campaign Initiators negotiate these with their investors or with the Lead investor. Tokeportal.com validates the Campaign at a fixed point in time, whereas the company continues its operation until the Campaign launches. The financial situation of the Campaign Initiator might be scarce, in which case the sustainability of the company depends on the success of the Campaign. The Campaign Initiator has to disclose these information voluntarily or at an express request.

Tokeportal.com is a startup company with limited resources. Tokeportal.com is not an investment service provider and does not provide investment advice of any kind and on any channels; moreover, the facilitation of launching Campaigns does not reflect any opinion about the given Campaign. It is the mission and it is in the interest of Tokeportal.com to contribute to the creation of campaigns, which provide more and more, as well as better and better investment opportunities; to develop the investment culture; to foster the development of the local economy through local investors; and to attract the most possible small investments of local investors. Therefore not a single campaign can expect to get exemptions during the scoring process as well as the strict campaign review process in accordance with the international best practices of this investment method, even if Tokeportal.com excludes any liability for the disclosed information. It might happen that an active campaign must be terminated, if such information come to light, which harms the interest of investors. (The investments are accumulated on a custodian account, therefore, in such a case, investments are refunded.)

All information that the Campaign Initiator discloses on the platform shall be regarded as if the Campaign Initiator transmitted it directly to the investor, without using Tokeportal.com as intermediary. The Campaigns do not constitute public offers and are accessible by those investors only, who have received their investor status as a result of an identification process in accordance with the related legislative provisions as well as proving their knowledge on investing. Each Investor invests on its own accord, after ensuring that no legislation or tax matter forms an obstacle for his investment.

The Campaign Initiator shall prepare all the disclosed information with due care and diligence in order to provide a fair and accurate representation of the current situation as well as the future of the Campaign Initiator company, bearing in mind that all future forecasts are speculative even if they disclose „conservative” or „pessimistic” estimates. Investment-based capital increase requires significant resources to produce the necessary documentation and conduct the necessary processes; these shall be given priority against the ordinary course of business.

Tokeportal.com makes its best effort to help foreign Investors participate in the Campaigns. We would like to emphasise though that each Investor shall act on their own responsibility and in accordance with the applicable legislative provisions, when making a decision to invest.

Foreign Investors, who do not have a Hungarian securities account, can transfer their Hungarian securities to their foreign securities account only if their foreign investment service provider has a Hungarian investment service provider partner. These Investors shall submit their securities account number as well as a document for justification to the Hungarian investment service provider partner within 5 working days from transferring the investment. In the lack thereof the Campaign Initiator cannot approve the investment and the invested amount is refunded to the Investors’ bank account.

For further information please drop us a line at hello@tokeportal.com or use the chat service within the platform. Follow us on social media and join our events.