MEMBERSHIP CRITERIA

 

Sky Ventures Group is not an investment adviser or licensed-broker dealer, and all investment decisions are ultimately made by the individual member. To become a member you must complete a membership application which is then reviewed for membership consideration by the Sky Ventures Group’s Membership Committee. Members consist of individuals meeting the “accredited investor” criteria reference below, corporations  having significant expertise in some aspect of life science or healthcare and in some limited cases individuals are invited to join due to specific expertise they have in the life science or healthcare space.

 

Under the Securities Act of 1933, a company that offers or sells its securities must register the securities with the SEC or find an exemption from the registration requirements. The Act provides companies with a number of exemptions. For some of the exemptions from cumbersome disclosure requirements, such as rules 505 and 506 of Regulation D, a company may sell its securities to what are known as “accredited investors.”

 

The federal securities laws define the term accredited investor in Rule 501 of Regulation D as:

 

• Any natural person whose net worth, or joint net worth, with that person's spouse, excluding the value of the primary residence of such natural person, at the time of his or her purchase, exceeds $1,000,000. For purposes of this item, "net worth" means the excess of total assets at fair market value (including personal and real property, but excluding the estimated fair market value of a person’s primary home) over total liabilities. Total liabilities excludes any mortgage on the primary home in an amount of up to the home’s estimated fair market value as long as the mortgage was incurred more than 60 days before the Securities are purchased, but includes (i) any mortgage amount in excess of the home’s fair market value and (ii) any mortgage amount that was borrowed during the 60-day period before the closing date for the sale of Securities for the purpose of investing in the Securities.

• A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.

• An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust or a partnership, in each case, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of US $5,000,000.

• A director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer.

• A trust with total assets in excess of US $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Securities Act.

• An entity in which all of the equity owners are accredited investors.

• A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

• A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.

• An investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act.

• A bank as defined in Section 3(a)(2) or a savings and loan association or other institution defined in Section 3(a)(5)(A) of the Securities Act acting in either an individual or fiduciary capacity.

• An insurance company as defined in Section 2(13) of the Securities Act.

• An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 whose investment decision is made by a fiduciary which is either a bank, savings and loan association, insurance company, or registered investment advisor, or whose total assets exceed US $5,000,000, or, if a self-directed plan, a plan whose investment decisions are made solely by persons who are accredited investors.

• Any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.

• Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of US $5,000,000.