Shares, also often called stock, represent a part ownership of the Company. They give certain rights to the owner, for example to vote in shareholder meetings (including to elect Directors) and to receive dividends in proportion to the number of shares held. There are different types of shares with slightly different rights. Most shares are called “common shares”, but others such as “preference shares” may entitle the holder to a fixed dividend. There are various forms of options but, essentially, they give the holder the right to receive or purchase shares in the future based on meeting the conditions set when they were awarded. These conditions may include a minimum holding duration, such as 3 years, or meeting certain performance criteria. At that point, they may involve the holder receiving shares or being given the right to buy shares at a price set when the options were awarded.

Yes, but only until the Sale Expiration Date. At the Sale Expiration Date, you will be obligated to sell all the shares that the buyers have accepted and, if you are an option holder, the number of your vested options that will be automatically exercised will correspond the number of vested option Shares that the buyers have accepted, and you may no longer withdraw from the Secondary Sale.

Companies do not usually permit the sale of options that have not yet vested, and Simetria does not currently offer this facility.

In contrast to a primary sale, where a company offers new shares directly to investors for the first time, a secondary sale is a specific sale event where a company’s previously issued shares are traded between shareholders and investors.

A non-qualified stock option (NSO) is a form of equity compensation that can be provided to employees and other stakeholders. An NSO gives recipients the choice to purchase a company’s stock at a predetermined price, which can be profitable if the stock price rises above that level.

Although owning shares in any company means the holder is a part-owner of that company, with certain rights such as receiving dividends, there are big differences too. The biggest difference is that shares in public companies are listed on public stock exchanges, such as the New York Stock Exchange, with a quoted price for the company’s shares. Investors can buy and sell these company’s shares through the exchange, usually quickly and at low cost. Also, public companies must make publicly available extensive information, including quarterly financials. With private companies, their shares are not listed on any exchange, and nor is there a continuously quoted price for the shares. If there is a sale of a private company’s shares, it takes place in a private secondary market. Such a market cannot be accessed by retail investors, who instead must go through specialist intermediaries. Also, buying or selling of private company shares takes a lot longer and is significantly more expensive than for for shares in a public company. The other big difference is that whereas in the case of a public company, the company is not involved in investors buying and selling their shares, this is not the case for private company shares. Here, the private company has the right to approve all purchases and sales of its shares.

An incentive stock option (ISO) is a corporate benefit that gives an employee the right to buy shares of a company at a discounted price with the added benefit of possible tax breaks on any profit made. The profit on qualified ISOs is usually taxed at the capital gains rate, not the higher rate for ordinary income.

If the total number of shares (and vested options) offered for sale across all participants in the Secondary Sale exceeds the total number of shares that investors are offering to buy, then the Secondary Sale will be oversubscribed. In this case, the Company will decide how to reduce the number of offered shares, so it matches the number sought by investors. One of the common approaches that companies take when dealing with oversubscription is to reduce the number of shares offered for sale on a pro rata basis (based on the number of Eligible Shares held by each participant). In any case, you should thoroughly review the sale agreement for additional details. We at Simetria will inform you via email once the company provides the final sale information on the Sale Determination Date.

Preferred stock differs from common stock in that it usually grants holders a fixed dividend, whereas for common stockholders, the dividend will depend on the performance of the company, and they may receive no dividend at all. Often preferred stock does not have voting rights. In the case the company has to be liquidated, it has higher priority than common stock over the assets of the company.

We use the last financing round of the company as a benchmark for the share price. Other factors that determine the price are publicly available information, investor demand, pricing history from past secondary transactions, etc. Typically, we work with the seller to determine price for each investment opportunity.

Common stock is, as its name suggests, the most common type of stock that a company issues. It has various rights attached to it, including voting rights at shareholder meetings and the right to a proportion of any dividends the company distributes.. In the case the company has to be liquidated, preferred shares generally take priority over common shares in the distribution of the company’s assets.

Simetria has access to a wide range of experienced investors, most of whom are institutional investors. Those that we select to invest in the Company, will be approved by the Company, and some may become strategic, long-term investors.

Each transaction is subject to a minimum price of share, but the company is entitled to determine the minimum amount of equity you should hold in order to participate in a particular sale. Simetria will communicate these terms clearly on its platform.

If you wish to offer to sell Vested Option Shares, you must: Identify the number of Vested Options you wish to exercise by selecting the participation amount on the Simetria platform. Complete and sign the Exercise Notice attached to the Letter of Transmittal. Provide payment to the Company of the related exercise price. You will be deemed to have elected to pay the related exercise price for each of your Vested Options via “cashless” exercise unless you notify the Company in writing prior to the Expiration Date and make alternative arrangements to pay such exercise price to the Company in accordance with the terms of your options agreement.

If you wish to offer to sell Vested Option Shares, you must: Identify the number of Vested Options you wish to exercise by selecting the participation amount on the Simetria platform. Complete and sign the Exercise Notice attached to the Letter of Transmittal. Provide payment to the Company of the related exercise price. You will be deemed to have elected to pay the related exercise price for each of your Vested Options via “cashless” exercise unless you notify the Company in writing prior to the Expiration Date and make alternative arrangements to pay such exercise price to the Company in accordance with the terms of your options agreement.

Because the company in which the equity is held is a private company, the equity is currently not traded on any public stock exchange. Therefore, there is no publicly available price to use to value the company’s stock or stock options. Also, being a private company means that there will usually be very limited publicly available information to use to calculate the value of its equity. Despite these obstacles, there are ways to estimate the value of a private company’s equity. The most common approach is to use the price from the company’s most recent financing round.

The sale of your equity is subject to the terms of the legal documents you will be required to complete and sign. You should review all the documents referenced in the Secondary Sale to fully understand the terms of the Secondary Sale. We also recommend you consult with your independent advisors before signing the documents.

Nothing happens. There is no impact on your options in case you choose not to exercise them. Your rights with respect to these options are unaffected and will continue in accordance with their terms.

The terms of any shares offered for sale are set by the Company. Normally there is no minimum number of shares and you are not forced to participate in the sale. Simetria will communicate these terms clearly on its platform.

No. The participation in the Secondary Sale and the amount of equity you may elect to sell will not have any effect on future grants to you by the company.

Everyone’s financial position is different, and whether your sale of shares is subject to tax, and how much, depends on your circumstances. We strongly recommend that you consult your tax advisor in deciding to offer to sell any of your shares or share options, and in assessing the tax payable based on the actual number of shares sold

You may offer to sell any number from 1 share or vested option, up to the maximum participation amount set by the Company. This means you may be able to sell all your equity or only a part of it. If the Secondary Sale is over-subscribed, that is there are more shares for sale than investors want to buy, then the number of your shares and vested options that you offered to sell may not all be sold.

You don’t need to opt-in to the Secondary Sale, or complete or return any forms or any documents provided on the Simetria Platform.

No, Simetria does not take control or ownership of your shares or options at any point. You will remain the sole owner and beneficiary of your shares and options, up to the point any or all of them are successfully sold, and ownership will be transferred to the buyer.

Absolutely not – you don’t have to exercise and sell your shares now. The participation in the Secondary Sale or exercising any of your vested options at this stage - are voluntary. The Company and Simetria are neutral and express no opinion on the Secondary Sale. For the avoidance of all doubt, Simetria and the company neither endorse nor make any recommendation to you as to whether you should or shouldn’t sell any equity. The Company and Simetria are not authorized to make any recommendation or provide any advice to you regarding the Secondary Sale.

Definitely. If the Company arranges a Secondary Sale in future using Simetria, then, subject to the Company’s criteria for participation, you will be able to use it to offer to sell any shares and vested options you have at that time.

As with any offer for sale of privately held equity, there are risks. The main ones include: The Secondary Sale may not complete, meaning none of your shares are sold Investor demand for the Company’s shares is less than the shares being offered for sale, meaning fewer of your shares are sold that you expected. The time taken to conclude the Secondary Sale may take much longer than expected