Legal notice: terms of use and disclaimers

This website is published for information only by Issuer Financing. Nothing on it is an offer to sell or a solicitation of an offer to buy any security, nothing on it is investment, legal, accounting or tax advice, no broker-dealer or investment-advisory services are provided or held out, and reading it forms no client relationship.

Key takeaways

No offer, anywhere. Nothing here offers or solicits a security, in any jurisdiction, to any person, and no page should be treated as an invitation to invest.
No advice and no adviser. We are a capital provider. We are not your adviser, your broker, your lawyer or your accountant, and no page substitutes for any of them.
Nothing binds until documents are signed. Indicative terms, structures and timelines discussed anywhere on this site or by email are non-binding.
Law and rules described here are general. Securities law and listing rules turn on facts. Take advice from qualified counsel in the relevant jurisdiction.

Who publishes this site

This site is published by Bourse Issuer Capital AG, trading as Issuer Financing, a company incorporated in Switzerland and entered in the Commercial Register of the Canton of Zürich. Registered office: Bahnhofstrasse 21, 8001 Zürich, Switzerland. Correspondence: info@issuerfinancing.com.

No offer and no solicitation

Nothing on this website constitutes an offer to sell, or a solicitation of an offer to buy, any security or financial instrument, and nothing on it is a distribution of any offering document. Descriptions of PIPE transactions, registered direct offerings, convertible instruments, equity facilities and at-the-market programmes describe structures generally. They do not offer any of them to you.

Any actual transaction would be made only under definitive documents negotiated with the issuer and its advisers, and only in accordance with the securities laws of the relevant jurisdictions.

No advice, and no client relationship

Nothing on this site is investment, legal, accounting or tax advice, a recommendation, or an opinion on the suitability of any structure for any company or person. It takes no account of any reader's objectives, financial position or circumstances.

Sending an enquiry, receiving a reply, or discussing an indicative structure creates no client, advisory, agency or fiduciary relationship, and imposes no duty of care beyond what the law imposes regardless. A relationship arises only under a signed engagement or definitive transaction document.

No broker-dealer, investment-banking or advisory services

Issuer Financing does not provide, and does not hold itself out as providing, broker-dealer services, investment-banking services, underwriting, placement-agent services, investment advice or discretionary management. It does not solicit, receive or hold client money or client assets.

Several structures described on this site normally require a registered placement agent or sales agent. Where one is needed, that agent is a separate regulated firm appointed by the issuer, and its role is not ours.

What this site does and does not do
The site	Position
Describes financing structures in general terms	Yes. That is its whole purpose.
Offers, or solicits an offer for, any security	No, in any jurisdiction, to any person.
Gives investment, legal, accounting or tax advice	No. Use your own advisers.
Provides broker-dealer or investment-banking services	No, and none is held out.
Acts as an investment adviser or handles client assets	No.
Creates a client or fiduciary relationship on contact	No. Signed documents do that.
Publishes a rate card, fee schedule or track record	No. None exists and none is implied.
Binds anyone to a transaction	No. Only definitive documents do.

Descriptions of law and listing rules

Pages on Rule 144, Section 5, Form S-1, Form S-3, resale registration, settlement and exchange capacity rules describe those regimes in general terms and were prepared from primary sources, as set out in our editorial standards. Rules change, and their application depends on facts specific to the issuer, its filing history and its shareholder base.

No page is a legal opinion, and no page should be relied on in place of advice from qualified securities counsel in the relevant jurisdiction. Where a rule or a threshold could not be verified against a primary source, the page states the principle without the number rather than guessing.

No track record, no pricing and no promises

This site publishes no deal counts, no capital deployed, no client names, no testimonials and no case studies, and none should be inferred from any wording on it. It publishes no discount, interest rate, fee schedule or rate card. Any indicative ranges appearing anywhere are illustrative market ranges only; they are not an offer, a quote, or a rate card, and terms are determined only after a review of the specific situation.

No outcome is promised. Whether capital is provided, on what terms, and whether and when securities become freely tradable all depend on diligence, documentation, counsel, the transfer agent, the exchange and the relevant regulator.

Jurisdictional limits

This site is published from a single location and is accessible worldwide. It is not directed at any person in any jurisdiction where its publication or availability would be contrary to local law or regulation, and anyone accessing it is responsible for observing the restrictions that apply to them. The information here is not tailored to, and may not be appropriate under, the law of your jurisdiction.

Forward-looking statements

Statements about how a structure would work, what a process would involve, or how long a step normally takes are forward-looking and describe expectations, not commitments. Market conditions, regulatory action, counsel's opinion and an issuer's own circumstances can all change the outcome. No undertaking is given to update any such statement.

Third-party links

Links to regulators, exchanges, statutes and filing systems are provided because citing the authority is the honest way to make a claim. Those sites are outside our control. Linking to one implies no endorsement of it, and we take no responsibility for its content or availability.

Intellectual property

The text, tables and design of this site are owned by the publisher or used under licence. You may read, print and quote from it with attribution. Republishing substantial parts, or reproducing the design, needs consent. Third-party names, exchanges and rule titles are used descriptively and remain their owners' property.

No warranty and limitation of liability

The site is provided as it stands. While it is written carefully and sourced from primary material, no warranty is given that it is complete, current or free of error, or that it will be available uninterrupted. To the fullest extent permitted by law, no liability is accepted for any loss arising from reliance on it. Nothing here excludes liability that cannot lawfully be excluded, including for fraud or fraudulent misrepresentation.

Changes to this notice

This notice may be amended. The version in force is the one published here, and the date at the top of the page is the date it last changed.

Governing law

This notice, and any dispute arising out of or in connection with it or with the use of this site, are governed by Swiss law, and the courts of the Canton of Zürich have exclusive jurisdiction, subject to any mandatory right a consumer may have to bring proceedings in their own place of residence.

Complaints and escalation

A complaint about the conduct of this site or of the firm, as distinct from a factual correction, goes to info@issuerfinancing.com with the word Complaint in the subject line. It is acknowledged in writing, reviewed by a principal of the firm rather than by whoever first read it, and answered in writing with the reasons. Factual corrections follow the process on the editorial standards page; privacy rights requests follow the privacy notice, which also names the supervisory authority you may complain to.

Contact

Questions about this notice, or about anything published on the site, go to info@issuerfinancing.com. How enquiry data is handled is set out in the privacy notice. If you are an issuer with a live situation rather than a question about this page, use the issuer enquiry checklist.