Last Updated: September 26, 2022
Table of Contents
The following disclaimers and disclosures are made by Hiive Markets Limited, an SEC-registered broker dealer and member FINRA/SIPC, and its affiliates (collectively, “Hiive”). You should read these disclaimers and disclosures before doing business with Hiive.
Hiive Markets Limited is a broker-dealer that facilitates trading in certain unregistered securities of private non-reporting issuers (“Unregistered Securities”) in the secondary market. It does so in part through its online matching platform (the “Hiive Platform” or the “Platform”).
Risks of Unregistered Securities
Investing in Unregistered Securities is highly speculative and very risky. Unregistered Securities are inherently illiquid and there is no guarantee that a market will be available for them. Accordingly, investment in these securities is appropriate only for those investors who can tolerate a high degree of risk, can withstand a total loss of investment, and do not require liquidity of their investment. Each investment carries its own specific risks and there is often limited or incomplete information available to evaluate such risks. Anyone considering buying or selling Unregistered Securities through Hiive must complete his or her independent due diligence regarding a given investment, including obtaining additional information about the company, opinions, financial projections and legal or other investment advice.
Because the market for Unregistered Securities is illiquid, and the attributes of shareholdings are not uniform, the price that a seller can get for his or her shareholding may vary significantly from one day to the next and one transaction to the next, and may be more or less than the "fair market value" for that stock. While Hiive endeavours to provide as much and as accurate information as possible about the "price" or the "market" for a given security, in all cases these are estimates or approximations, and may be based on a small sample size of bids, listings, and transactions. When a shareholder sells Unregistered Securities through Hiive, he or she may find the "price" for those securities appreciates or depreciates following the sale, and by agreeing to sell shares at a specified price, a shareholder is giving up the opportunity to sell at a possible higher price in the future.
Limits of Hiive's Services
Hiive does not provide advice of any kind, including investment advice, legal advice, accounting advice or tax advice. For example, Hiive does not advise you on or evaluate the merits of a particular transaction and whether or not it is appropriate for you. Nor does Hiive advise on what is the fair market value of any security or investment; Hiive may provide data on and information on pricing and valuations, but before you make any investment decision, you should make your own inquiries and analysis about pricing and fair market value. You should never make any trading decisions based solely on the information provided on the Hiive Platform. Hiive is not a qualified investment advisor or financial advisor, and nothing that Hiive displays or provides through the Hiive Platform or otherwise should be construed as investment advice or a recommendation that you enter into a particular transaction. You are solely responsible for making your own investment decisions and for any consequences relating to such decisions.
To the extent that Hiive provides any information about company valuations, share capitalization, company financing rounds or outstanding share count, this information is an approximation, based on publicly available data, and Hiive has not taken any steps to confirm this information with anyone, or determine if it is complete. There may be material, non-public information that impacts valuation, and which is unavailable to Hiive. Before you make any investment, you should verify any information that is important to your investment decision, and conduct your own assessment and analysis.
Hiive’s Customer Relationship Summary
Hiive has a Customer Relationship Summary (also called a “Form CRS”) that outlines the types of financial services offered by Hiive Markets Limited, the fees, costs, conflicts of interest and required standard of conduct associated with those services, whether the firm and its financial professionals have reportable legal or disciplinary history, and how to get more information about the firm. You should review the Form CRS before doing business with Hiive. You can find it at hiivemarkets.com/formCRS.pdf
Transactions on the Hiive Platform
All listings, bids and standing bids posted or made through the Hiive Platform are non-binding indications of interest. If you wish to enter into a transaction on the basis of a listing, bid or standing bid that you see on the Platform, you must respond to that listing, bid or standing bid. The Hiive Platform does not automatically “match” orders with one another.
Each party to a transaction facilitated by the Hiive Platform is solely responsible for making their own determinations about the availability of a resale exemption from applicable securities laws.
Hiive may provide users with standard forms of agreement, to be digitally signed by parties as part of the transaction process. These forms are being provided on an “as-is” basis. These forms do not constitute legal advice to either party, and by providing these forms, Hiive is not making any representations as to their suitability, enforceability, or completeness. Prior to executing any agreement, Hiive strongly recommends that you seek and retain professional legal counsel to represent you with respect to the transaction contemplated by the agreement, and to review, and advise you on the effect of the agreement.
In order to complete a transaction that starts on the Hiive Platform, you will likely need to enter into additional agreements, such as a share transfer agreement and an escrow agreement. You will also have to make arrangements for the transfer/exchange of shares and funds. The nature of the agreements required may depend on the requirements of the issuer of the stock that is the subject of the transaction. Hiive is not involved, and does not manage the closing, execution, settlement or funds transfer for transactions facilitated by Hiive or on the Hiive Platform.
Hiive’s Business Continuity Plan
Hiive has a Business Continuity Plan that is designed to permit Hiive to resume operations as quickly as possible in the event of a significant business disruption. In a minor disruption to only Hiive, or to a building or office in which we operate, we may, if necessary transfer our operations to a local site and would plan to recover and resume business quickly. In a disruption affecting our business district, city or region, we will most likely transfer our operations to a site outside of the affected area, and then attempt to recover and resume business as soon as practicable. If the business disruption is so severe that it prevents us from conducting business for any material period of time, we will notify you with regard to how you might be affected. If, after a significant business disruption, you cannot contact us as you usually do, you can email us at [email protected]. Further details about our Business Continuity Plan, specifically Exhibit A of the Business Continuity Plan can be found here.