The following disclosures supplement our Terms of Service and Privacy Policy. Read them carefully before using the Services or participating in any offering accessed through Issuant infrastructure.
1. Nature of Issuant
Issuant LLC (“Issuant”) is a technology company that provides tokenization infrastructure and related software services. Issuant is not a registered broker-dealer, investment adviser, funding portal, exchange, alternative trading system, transfer agent, custodian, escrow agent, or bank. Issuant does not offer or sell securities for its own account, solicit transactions in securities, give investment advice, make recommendations, or take custody of customer funds or securities unless explicitly stated for a specific regulated service.
2. Regulated Counterparties
Securities transactions facilitated on or through the Services are executed by independent regulated counterparties, which may include:
- A broker-dealer registered with the U.S. Securities and Exchange Commission (“SEC”) and a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”);
- An SEC-registered alternative trading system (“ATS”) for secondary transactions in eligible digital securities;
- One or more transfer agents, qualified custodians, escrow agents, and paying agents.
Where a transaction is executed by a regulated counterparty, that counterparty — not Issuant — is responsible for the regulated aspects of the transaction. The identity of the applicable counterparty for any offering will be disclosed in the offering documents.
3. No Offer or Solicitation
Nothing on the Issuant website constitutes an offer to sell, or a solicitation of an offer to buy, any security. Offers and sales of securities are made only to qualified investors through definitive offering documents (e.g., a private placement memorandum, subscription agreement, and operating or limited-partnership agreement) that contain material information about the issuer, the offering, and the risks. In the event of any inconsistency, the offering documents control.
4. Private Placement Exemptions
Offerings accessed through Issuant infrastructure are typically conducted under exemptions from registration, including Rule 506(b) or Rule 506(c) of Regulation D, Regulation S, Regulation A, or Regulation CF under the Securities Act of 1933, as amended. The securities offered have not been registered with the SEC or any state or territorial securities regulator and are offered pursuant to an exemption from registration. Neither the SEC nor any state or territorial regulator has reviewed, approved, or endorsed the merits of any offering or the accuracy or adequacy of any offering materials, and any representation to the contrary is a criminal offense.
5. Investor Eligibility
Participation in offerings made under Rule 506(c) is limited to “accredited investors” as defined in Rule 501 of Regulation D, whose status has been verified using methods permitted by the rule. Participation in offerings made under Regulation S is limited to persons located outside the United States who are not U.S. persons. Other exemptions impose their own eligibility requirements. It is your responsibility to determine that you meet the applicable requirements and that participation complies with the laws of your jurisdiction.
6. Risk Factors
Investments in private securities and tokenized assets involve a high degree of risk and are suitable only for investors who can bear the loss of their entire investment. Risks include, without limitation:
- Illiquidity. Tokenized private securities are generally subject to substantial transfer restrictions and may have no active secondary market. You should be prepared to hold for an indefinite period.
- Loss of capital. You may lose some or all of your investment. Distributions, if any, are not guaranteed.
- Valuation uncertainty. Private securities are difficult to value, and reported values may not reflect realizable prices.
- Issuer risk.Each issuer is solely responsible for the conduct of its business, the accuracy of its disclosures, and its compliance with law. Issuant does not guarantee any issuer’s performance.
- Technology risk. Smart contracts may contain defects. Blockchains may experience outages, forks, or congestion. Wallet, key, and custodial failures can result in irretrievable loss.
- Regulatory risk. Laws and regulations governing digital assets and tokenized securities are evolving and may change in ways that adversely affect issuers, investors, or Issuant.
- Tax risk. Tax treatment of digital securities is uncertain in many jurisdictions. Consult your own tax advisor.
- Cybersecurity risk. Despite reasonable safeguards, no system is immune to compromise.
7. No Investment Advice
Information on the Services is provided for informational purposes only and is not, and should not be construed as, investment, legal, tax, or accounting advice, or a recommendation to buy, sell, or hold any security. Issuant is not acting in a fiduciary capacity with respect to any user. Consult your own qualified advisors before making any decision.
8. Forward-Looking Statements
Statements about future events, performance, market opportunity, or product capabilities are forward-looking statements. Forward-looking statements are subject to known and unknown risks and uncertainties and are not guarantees of future results. Actual outcomes may differ materially. Issuant undertakes no obligation to update any forward-looking statement.
9. Third-Party Information
The Services may include information, data, or links provided by third parties. Issuant does not independently verify and does not endorse such information. Use of third-party services is at your own risk.
10. Anti-Money-Laundering and Sanctions
Issuant and its regulated counterparties maintain anti-money-laundering and sanctions compliance programs consistent with the U.S. Bank Secrecy Act, the USA PATRIOT Act, and Office of Foreign Assets Control (“OFAC”) requirements. We may decline or terminate service to any person who is, or appears to be, the subject of sanctions or who fails identity verification.
11. Past Performance
Past performance is not indicative of future results. Examples, case studies, and illustrative figures referenced on the Services are provided for illustration only and may not reflect actual results experienced by any particular issuer or investor.
12. Jurisdictional Notices
Information on the Services is intended for residents of jurisdictions where the Services and any referenced offerings are lawful. The Services are not directed at any person in any jurisdiction where the publication or availability of the Services is prohibited. By accessing the Services, you represent that doing so is lawful in your jurisdiction.
13. Contact
Issuant LLC
San Juan, Puerto Rico
compliance@issuant.com