Below is a non-exclusive list of some of the risks that are common to Issuers on the Platform:
Issuers on the Platform have a limited operating history upon which you can evaluate their performance, and accordingly, their future performance must be considered in light of the risks that any new company encounters.
Issuers on the Platform are newly formed entities with no operating history. Accordingly, Issuers have little information upon which an evaluation of their future performance can be made. Each Issuers’ proposed operations are subject to all business risks associated with new enterprises. The likelihood of their continuation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the creation and promotion of new content.
Investors will not have control over an Issuers’ business operations.
The Issuers on the Platform will likely have no employees and will be reliant on their manager(s), which have significant discretion as to the implementation of an Issuer’s objectives and strategy. Unless otherwise provided in the Issuer’s governing corporate documents, Investors will not and do not have the right to participate in the management, control or operation of the Issuer. An Issuer’s performance will be dependent on the success of the manager implementing value enhancing management strategies. Such strategies involve subjective judgments and forward-looking determinations and projections by the Issuer’s manager and no assurance can be given that the strategies used, or to be used, by the manager will be successful under all or any market conditions. In the event an Issuer’s manager misjudges its decisions with respect to the Issuer’s operational objectives (for whatever reason), the actual returns on an Investor’s investment may be less than anticipated at the time of purchase.
Management has limited liability.
Many Issuers limit the liability of management, making it difficult or impossible for Investors to sue Issuers’ managers successfully if they make mistakes or conduct themselves improperly (noting that not all liability can be waived). You should assume that you will never be able to sue the management of any Issuer, even if they make decisions you believe are unwise or that reveal incompetence.
Issuers’ managers are not required to devote their full-time efforts to the business of the Issuer.
The manager of an Issuer may choose to and is generally permitted to engage in other business activities. The fact that the manager of an Issuer may engage in other business activities may limit the time that the manager spends managing an Issuer’s operations. Moreover, such outside business activities may at times compete directly with the Issuer’s business or result in conflicts of interest in the future. In such event, the manager of an Issuer, in its sole discretion, shall allocate such time and effort between the Issuer and its other business activities as the manager believes, in good faith, to be fair and reasonable.
Investors are not represented by Issuer counsel.
Investors are not represented by independent counsel in connection with the launch of an Issuer’s Offering unless such independent counsel is hired directly by the Investor. The Form Cs of Issuers on the Platform, Issuers’ corporate formation and governance documents, Security Instruments, and all other ancillary offering materials have been prepared by the applicable Issuer or its counsel, and such counsel owes no duties of any kind to any of the Investors. Investors are not represented by Issuer counsel in connection with an Issuer’s Offering and must rely on the advice of their own counsel in connection with any investment transaction on the Platform.
Issuers on the Platform operate in a highly competitive business environment.
Issuers on the Platform operate in a highly competitive and consumer-driven industry, and they compete with all other Creators, each with the same goal of achieving long-term success and notoriety. In addition, Platform Issuers’ competitors may from time to time increase the amounts they spend to market and promote their music or content or reduce the prices of their music or content in an effort to expand market share. If Issuers on the Platform cannot keep up with the competitive nature of the entertainment industry, the success of the Issuers on the Platform may be adversely affected.
The business environment and industry of Issuers on the Platform are subject to dramatic changes in technology.
The entertainment industry is dependent in part on technological developments, including access to, and the selection and viability of, new technologies. Issuers on the Platform are subject to potential pressure from competitors in the entertainment industry as a result of their technological developments, as Issuers on the Platform may not have the resources to adopt such new technologies to meaningfully compete with their competitors. The recorded music business, for example, was heavily influenced by developments in digital streaming technology, and artists who did not have the resources to adapt to the changing music distribution landscape were faced with significant obstacles in distributing their music to the masses.
Further, the entertainment industry more generally is currently dependent on a small number of leading service providers, which allows such services to significantly influence the prices that can be charged in connection with the distribution of content. It is possible that the share of content sales by a small number of leading mass-market retailers, as well as online retailers and service providers, will continue to grow, which could further increase their negotiating leverage and put pressure on prices, ultimately decreasing the amount of revenue Issuers will receive.
Creators do not have an obligation to enhance brand value and may be subject to various external factors that impede their ability to do so.
Creators have no obligation to take any action to promote themselves or their creations. Events in the lives of the Creators with whom the Issuers on the Platform contract, including relationships with spouses, family, friends, etc. could have a significant impact on their performance for a period of time or permanently. A Creator’s obligations to disclose such personal events is limited and Creators are under little or no obligation to disclose any personal matters to Investors on an ongoing basis. Furthermore, although artists are contractually obligated to disclose all material facts to Issuers at the time of the Offering, Issuers cannot guarantee that the Creator will comply with such disclosure requirements or that they can independently verify or uncover material events in a Creator’s personal life. In addition, Creators have no obligation to enhance the value of their brand. You will have no recourse directly against a Creator who fails to enhance their brand’s value under the securities laws.