We reserve the right to modify or revise these Terms at any time in our sole discretion. If we make any material changes, we will notify you by email or by posting a notice on our website prior to the effective date of the changes. Your continued use of our website following the posting of changes constitutes your acceptance of such changes.

Pyrium, Inc. (the “Company”) offers investments in the equity and convertible securities of issuers with mission-driven founders. Each of the issuers offering their securities on the Company’s funding portal (the “Portal”) is carefully vetted to ensure each such issuer has a cohesive business plan and strategy and their management teams are capable and qualified to implement the business plan.

The Company works with each issuer to assist them in preparation of the offering materials. Offerings posted on the Portal must include all of the information required by the SEC under Regulation Crowdfunding. This includes basic identifying information about the issuer, the business and anticipated business plan of the issuer, the people operating the issuer, and the financial condition of the issuer. Investors may decide that this information is not enough to make a decision, which is why the Portal provides communication channels for investors to ask questions of each issuer.

Each offering is listed on the Portal for a set amount of days. Any US resident can make an investment through the portal. Investments are held in escrow until a project successfully reaches its funding goal. If the project does not reach its funding goal, funds are returned to investors. If a project successfully reaches its funding goal within the offering timeline, funds are transferred to the issuer and the investor is issued securities.

Investors may cancel their investment in a project up to 48 hours before the project deadline. Within the final 48 hours of an offering, investors cannot cancel their investment. In the case that there is a material change during an offering, investors will be notified and an investor must reconfirm their investment within 5 days. Otherwise the investment will be considered cancelled.

Investments on the Portal may be debt, equity, or convertible securities, including SAFEs. Each type of investment carries different terms that are unique to each issuer. Additionally, each of these types of investments carry their own risks. Investors in debt face credit risk (loss resulting from a borrower’s failure to repay a loan), interest rate risk (loss resulting from a change in interest rates), inflationary risk (future, real value (after inflation) of an investment will be reduced by inflation), and reinvestment risk (the possibility that you will be unable to reinvest cash flows from the debt). Investors in equity face market risks, that is that the value of their equity will rise and fall in value based on market forces. Investors in convertible securities[, including SAFEs,] may be subject to all of the risk faced by investors in debt and in equity. Additionally, convertible securities may never convert into stock or other equity of the issuer.

A SAFE grants an investor the right to obtain equity at a future date if the issuer sells shares in a future financing. It has been historically used by top startups in Silicon Valley raising money from accredited angel investors. You should only invest in a SAFE if you believe that the startup can raise financing in the future from professional investors.

Early-stage startups use SAFEs to delay the difficult task of figuring out how much a startup is worth. It's also a much cheaper and simpler contract than priced equity rounds, which may require months of negotiation and upwards of 30 pages of legalese costing tens of thousands of dollars.

The number of shares you receive is determined at the next priced financing when professional investors – typically venture capitalists – set the price for preferred stock. Then, calculated by using the Valuation Cap and sometimes the Discount Rate, your SAFE often converts into shares at a lower price than the venture capitalists paid, since you invested earlier.

The Valuation Cap is the most important term in this security. It puts a maximum price on the price of the stock - the lower the price, the more shares you will get. If you invest in a startup with a valuation cap of $8 million, and they later raise at a $20 million Pre-Money Valuation, the amount of stock you'll get will be priced off the $8 million number. But, if the next investors value the company at $4 million, that will be your price instead (perhaps further discounted by the Discount Rate).

Unlike a Convertible Note, a SAFE is not a loan. As such, it does not accrue interest, have a maturity date, or have a legal obligation to be paid back. This makes it a simpler and cheaper way to finance a startup, and it typically better aligns with the intention of most early stage equity investors who never intended to be lenders (convertible notes are rarely if ever paid back in cash despite being a debt instrument – the startup just goes bankrupt).

Investments in Regulation Crowdfunding offerings are speculative and involve a high degree of risk, in part because the issuers are often early-stage companies with little or no operating history. Investments on the Portal may not include voting rights and investors will have no role in directing management. Investors who cannot afford to lose their entire investment should not invest. Investors should consult their own financial advisor prior to making an investment.

Securities purchased in Regulation Crowdfunding transactions generally cannot be resold for a period of one year, unless the securities are transferred: (1) to the issuer of the securities; (2) to an “accredited investor”; (3) as part of an offering registered with the Commission; or (4) to a member of the family of the purchaser or the equivalent, to a trust controlled by the purchaser, to a trust created for the benefit of a member of the family of the purchaser or the equivalent, or in connection with the death or divorce of the purchaser or other similar circumstance. There can be no assurance that even after the one-year period is over that your investment will be liquid and that you will be able to resell the securities you purchase in a Regulation Crowdfunding transaction.

An issuer that has offered and sold securities in reliance on Regulation Crowdfunding must file with the SEC and post on the issuer’s website an annual report along with the financial statements of the issuer certified by the principal executive officer of the issuer. If, however, an issuer has available financial statements that have either been reviewed or audited by a public accountant that is independent of the issuer, those financial statements must be provided and the certification by the principal executive officer will not be required. The report (Form C-AR) must be filed no later than 120 days after the end of the fiscal year covered by the report.

Issuers must comply with the annual reporting requirement until one of the following occurs:
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1) the issuer is required to file reports under Exchange Act Sections 13(a) or 15(d);
2) the issuer has filed at least one annual report and has fewer than 300 holders of record;
3) the issuer has filed at least three annual reports and has total assets that do not exceed $10 million;
4) the issuer or another party purchases or repurchases all of the securities issued pursuant to Regulation Crowdfunding, including any payment in full of debt securities or any complete redemption of redeemable securities; or
5) the issuer liquidates or dissolves in accordance with state law.

Any issuer terminating its annual reporting obligations is required to file notice on Form C-TR reporting that it will no longer provide annual reports pursuant to the requirements of Regulation Crowdfunding.

Some of the issuers offering securities on our platform may choose to offer certain perks to investors.  Perks are different from any investment in securities. Any perk does not entitle investors to the rights of a shareholder. Additionally, in order to qualify for perks investors will need to meet certain investment thresholds as described in the offering materials of each issuer.

The Company will receive commissions ranging between 6% and 10% from offerings on the platform. The Company, or an affiliate of the Company, may provide services to issuers, such as business and strategy counseling. Finally, the Company may also receive compensation in the form of securities of an issuer seeking capital on its platform.

The SEC has prepared a guide that can be helpful for investors to better understand the specific regulations: Crowdfunding for Investors

This website, pyrium.co, which we refer to as the “Site,” is operated by Pyrium, Inc (“Pyrium”). Pyrium is currently applying to be registered with the US Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA) to be a funding portal able to offer investments under Regulation Crowdfunding. All funding portal activities will be conducted through the Pyrium mobile app and not through this Site.

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. INVESTMENTS UNDER REGULATION CROWDFUNDING ARE SPECULATIVE, ILLIQUID, AND INVOLVE A HIGH DEGREE OF RISK, INCLUDING THE POSSIBLE LOSS OF YOUR ENTIRE INVESTMENT.