GET A PIECE OF LEGION WORKS

We're Called Legion for a Reason

Legion Works owns and operates software products that help ambitious companies grow. The company was founded by an experienced team of technology entrepreneurs with decades of combined experience in scaling online software companies in marketing tech, sales tech, and online marketplaces. Legion Works currently operates five software products and has raised over $12M+ in funding from nearly 5,000 investors.

This Reg A+ offering is made available through StartEngine Primary, LLC. This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment.

$104,999.39 Raised

Offering Circular | Supplement Filing | 1K Filing

Selected Risks Related to this Offering SEC EDGAR Page 1-SA Filing


The Company is offering Units at a purchase price of $3.60 per Unit. Each Unit is comprised of one share of Voting Common Stock and one half of one warrant to purchase one half of one share of Voting Common Stock of the Company. Please see Offering Circular for additional information.


REASONS TO INVEST

  • Strong Initial Traction: Legion Works has acquired and now operates five software products across marketing tech, sales tech, and online marketplaces. With an established playbook in place, a strong leadership team, customer traction, and revenue of $2.5M, the company is seeking additional capital to acquire and build additional software products that fit its criteria.
  • Experienced & Proven Team: Legion Works’ team has decades of experience scaling online tech ventures through marketing, sales, business development, and product. The team has a bootstrap mentality and has proven its ability to both scale existing companies from inception to initial traction, as well as from initial traction to high growth. 
  • Playbook For Growth: The company and its founding team have established a playbook for growth that it has learned over its years leading online tech companies, including during turbulent economic times such as the Great Recession.


THE PITCH


Software That Helps Ambitious Companies Grow

Legion Works focuses on operating software products that help ambitious companies grow. This means that the company owns and operates software used by marketers to help better capture, engage, and keep customers, and by sales organizations that want to drive more and better leads. The company’s software products are used by over 150,000 companies, from small start-ups to agencies to large Fortune 500 companies. We like to say that we are building great businesses and products that solve real needs rather than chasing the next big fad or trend. And, because we are operating closely related businesses, our goal is for each of the software companies we own to be better and grow faster because they are a part of a family of software companies with similar customers and markets. 


Our unique approach is to:


Acquire and build software products that help ambitious companies grow

Legion Works operates software products such as Subscribers, a web push notification platform used by over 45,000 companies that famed internet marketer Neil Patel called “my favorite marketing tool,” and Growth Collective, a marketplace founded by two former Google employees that connects highly vetted and experienced freelancers with fast growing companies, agencies and venture capital firms. 


Operate software that solves a real need, achieves revenue traction, and offers asset value

While chasing the next big thing can be exciting, too many companies who chase those trends have to raise huge amounts of capital and are often left with nothing when the fad expires. Instead, we believe that owning multiple software products that make a difference for their customers enables them to grow at a steady pace. That produces a more sustainable business with a better chance for success.


Centralize administrative functions so each software brand can focus on growth

Each of our software companies operates as a subsidiary led by dedicated teams, but they also get support from the founding team in strategy, marketing, business development and product. In addition, we centralize all of the administrative tasks that can be distracting and expensive for software companies (such as finance, taxes, paying billings, and legal) so that the teams at each of our subsidiaries can spend each and every day focused on growth activities. 


Apply a growth playbook our team has compiled over the years

From our experience, many early-stage companies waste capital by focusing on too many things or focusing on the wrong things. We know what we are good at and what we aren’t…so, we choose to focus on what we have experience and are good at. This means that for companies we acquire, we apply a playbook for growth. Highlights of that playbook include: 

  • Optimizing the conversion funnel for each company (yep, we geek out on that stuff)
  • Driving additional organic marketing through in-house SEO
  • Looking to improve our Return on Ad Spend by optimizing current channels and testing new ones (and there are always new ones)
  • Evolving the technology to automate tasks, better serve customers and increase asset value
  • Building strategic partnerships and integrations with other companies to drive awareness and customers 
  • And, more..


Create Teams That Share A Common Company Culture & Passion For Growth

Each of our subsidiaries has its own team but is part of the larger Legion family. Legion shares a common company culture that values acting fast while being disciplined, making decisions driven by metrics while taking ownership, and being obsessed with growth.

THE MARKET & TRACTION


Strong Traction In First 2.5 Years


In just two and half years, Legion Works has made remarkable strides in proving its business model, building a foundation to add new companies, and gaining initial market traction. To date, the company has raised over $12M in funding, taken ownership over 5 individual software businesses, and scaled annual revenue to $2.5M, despite market challenges. The Company has a strong leadership team in place and has stayed true to its business plan in looking beyond Silicon Valley to build and buy companies. With a focus on paying reasonable valuations for the companies it acquires (and builds), its initial acquisitions have been done in the UK, The Netherlands, and Atlanta, Georgia. The Company also has product development teams based in Eastern Europe and India.

OUR BUSINESS MODEL


Multiple Software Companies, Centralized Admin, Consolidated Financials


While each of our software companies focuses on helping ambitious companies to grow, each one is also a bit different. Hello Bar and Subscribers are Software as a Service companies that make money from monthly and annual subscriptions. Growth Collective is a human capital marketplace and earns a percentage of each engagement between a freelancer and a company. Dealify helps early stage software companies earn their first customers, and it receives a percentage of each sale for doing so. Finally, OnboardFlow is an early-stage product that has yet to start earning revenue.  


WHAT’S AHEAD


Poised For Growth & Expansion

With a strong foundation in place, the company believes that it is poised for growth and expansion. It is now raising additional capital to expand its current companies and to build and buy new ones.  




We are currently looking to build and acquire additional software products to add to the Legion family of companies. We are in the early stages of building new software products:


Mighty, a platform that would enable fans to support amateur athletes through NIL



Additional premium freelancer marketplaces in new verticals, expanding on the Growth Collective model and marketplace. Growth Collective is a premium freelance marketplace that connects highly vetted marketing experts with fast growing start-ups, agencies and venture capital firms. We are leveraging our experience and Growth Collective’s tech platform to create a new freelance marketplace in an engineering niche.


why invest


Join An Experienced Team & Nearly 5,000 investors.


The name Legion means “Greater In Numbers”.  We deeply appreciate our investors and we would love to welcome you to be a part of the company.  The more capital we can raise, the more software companies we can own, and the more we can help other companies grow through our software products.  


AN OFFERING STATEMENT REGARDING THIS OFFERING HAS BEEN FILED WITH THE SEC. THE SEC HAS QUALIFIED THAT OFFERING STATEMENT, WHICH ONLY MEANS THAT THE COMPANY MAY MAKE SALES OF THE SECURITIES DESCRIBED BY THE OFFERING STATEMENT. IT DOES NOT MEAN THAT THE SEC HAS APPROVED, PASSED UPON THE MERITS OR PASSED UPON THE ACCURACY OR COMPLETENESS OF THE INFORMATION IN THE OFFERING STATEMENT.



THE OFFERING CIRCULAR THAT IS PART OF THAT OFFERING STATEMENT CAN BE FOUND HERE.


CROWDCHECK VERIFIED REPORT CAN BE FOUND HERE.



THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

ABOUT

HEADQUARTERS
4275 Executive Square, Suite 200
La Jolla, CA 92037

Legion Works owns and operates software products that help ambitious companies grow. The company was founded by an experienced team of technology entrepreneurs with decades of combined experience in scaling online software companies in marketing tech, sales tech, and online marketplaces. Legion Works currently operates five software products and has raised over $12M+ in funding from nearly 5,000 investors.

TEAM

Ryan Bettencourt

Ryan Bettencourt

Co-Founder & CEO

Ryan Bettencourt has been the Company’s CEO, CFO, Secretary and Director since its inception in November 2019. Beginning January 2019, Ryan served as CEO of Hello Bar LLC. After the Company acquired Hello Bar in January 2021, Ryan became Chairman of the Board of Hello Bar, a role in which he continues to serve. From January 2018 to January of 2019 Ryan was the Head of Product for One Vigor, a media distribution company and the GM of Edisen, a spinoff product/company, both of which are owned by Vigor Systems, Inc. From June 2014 through February 2018 Ryan was the CEO of Cursive Labs, LLC, a Venture Studio formed to develop multiple companies. Ryan was the CEO and founder of Spoutable, LLC, an ad tech platform owned by Cursive Labs, LLC. Spoutable was acquired by Proper Media in 2018. From 2012-2014 Ryan was the VP, Digital for Saban Brands. Ryan joined Saban Brands after his former company was acquired by Saban. From 2008-2012 Ryan was Co-Founder/President of KidZui, Inc., a leading internet browser for children, which was also acquired by Saban Brands. Ryan has his MBA, Magna Cum Laude, from Babson College where he was a Babson Fellow and his BA, Cum Laude, from the University of San Francisco.
Caleb Green

Caleb Green

Chief Operating Officer

In April, 2022 Caleb Green joined Legion as its Chief Operating Officer. With more than a decade of experience at hyper-growth technology, marketplace, and media businesses, Caleb will focus on growing Legion’s businesses and improving overall scalability. Caleb most recently served as the Head of Internal Operations at Snagajob, the world’s largest marketplace for hourly work. Caleb joined Snagajob in January 2015, and variously led the Strategy, Operations, and Financial Planning teams. In his role at Snagajob, he was responsible for spearheading numerous strategic initiatives, including product launches and M&A integrations. Prior to Snagajob, Caleb managed video publishing and growth at Vox Media, where he tripled audience viewership at brands like Eater, The Verge, Vox.com, and Polygon. Caleb’s entrepreneurial spirit runs deep, and during his early career he founded or co-founded two technology/media companies. Caleb has an MA from the University of Chicago and a BA from the University of Pennsylvania.
Keiran Flanigan

Keiran Flanigan

Head of Products

Keiran Flanigan has been Head of Products for the Company since inception in November 2019. From February 2019 through October 2020, Keiran was the full-time Head of Product for Hello Bar, LLC. Keiran moved to a part-time role at Hello Bar in October 2019 so that he could continue to help Hello Bar grow while dedicating additional time to Legion. From January 2018 to February 2019 Keiran was a freelance web and mobile developer building a variety of products in the software and e-commerce markets. From 2014-2018 he was the Co-Founder and Head of Product/Creative for Cursive Labs, LLC and its flagship product, Spoutable. From 2009-2012 Keiran was the Lead iOS Developer for Rage Digital, a design and development company. From 2012 through 2014, Keiran has done freelance projects for the likes of the NFL, Hyundai, 24-Hour Fitness and dozens of start-ups.
Grant Bostrom

Grant Bostrom

Head of Ventures

Grant Bostrom has been Head of Ventures for the Company since inception in November 2019. Since 2017, Grant has been the Founder and CEO of Hellaworks, Inc. and its flagship product TapHype. Grant reduced his role in Hellaworks in November 2019 to focus most of his energies on Legion. From July 2014 to June 2017 Grant was a Co-Founder of Cursive Labs, LLC and served as Head of Product and Business Development for Spoutable, LLC. Between August 2009 and December 2013, Grant was the Head of Business Development and Special Projects for KidZui. Grant has an MBA from San Diego State University, a Masters in Advertising from the University of Texas at Austin and a BA from UCLA.
Michael Kamo

Michael Kamo

Chairman of the Board of Directors

Michael Kamo has been the Chairman of the Board of Directors since its inception in November 2019 and served as the Company’s COO from inception until April 29, 2022. Beginning October 2017 to the present, Mike has been the Co-Founder and CEO of Neil Patel Digital, LLC, a digital agency. From October 2016 to January 2019, he was the Co-Founder and CEO of Hello Bar LLC. From January 2011 to December 2016, Mike was Founder and CEO of Stride App LLC and was a content entrepreneur along with Neil Patel.

TERMS

Legion Works
Overview
PRICE PER SHARE
$3.60
DEADLINE
Jan. 6, 2024 at 7:59 AM UTC
VALUATION
$49.47M
FUNDING GOAL
$504 - $25.23M
Breakdown
MIN INVESTMENT
$504
MAX INVESTMENT
$999,997.20
MIN NUMBER OF SHARES OFFERED
140
MAX NUMBER OF SHARES OFFERED
7,007,319
OFFERING TYPE
Equity
ASSET TYPE
Units
SHARES OFFERED
Unit

Maximum Number of Shares Offered subject to adjustment for bonus shares

The 'Units" being sold in this offering are comprised of one share of Voting Common Stock and one half of one warrant to purchase one half of one share of Voting Common Stock of the Company.

ALL UPDATES










REWARDS

Multiple investments in an offering cannot be combined to qualify for a larger campaign perk. Get rewarded for investing more into Legion Works.

JOIN THE DISCUSSION

0/2500

NP
Nicholas Prinse

3 months ago

Hello, How do I, as an entrepreneur, benefit from Legion Works’ services to grow my business, please?

1

0













jz
john zelenski

3 months ago

I am a current investor.

1

0













jz
john zelenski

3 months ago

I am a current investor

0

0

jz
john zelenski

3 months ago

I am a current investor

0

0

TL
Theodore Lyons

4 months ago

Hi there, a) what is your current burn rate? b) what is your current cash on hand?

1

0













ES
Esteban Salas

4 months ago

Would like to double down on Adam Sampsons Comments. I have been a Legion Investor since 2020. The Legion management team communicates consistently and effectively with its investors and is appreciated. I hope this message comes across frank but effectively. Legion is concerned with growing and providing true investor value as opposed to shiny short term perks. If your looking for a great start up to invest in based on the teams experience and commitment to growth and potential investor return. Invest in Legion.

1

1













QH
Quang Ho

5 months ago

I'm very interested. What was the valuation last time you raised the money? What series does this round consider? What the road map for the next three to five years?

1

0













AS
Adam Sampson

5 months ago

If you are looking for a company with great experience, and frequent updates this company is the one for you. I have invested multiple times in this company, and their portfolio continues to expand. A company like legion is great way to diversify risk and give you multiple chances for a great exit. This was a top pick by Angels and Entrepreneurs.

1

1













LT
Legion Works Team

Legion Works

5 months ago

Thank you for your note and interest in what we are doing here at Legion. As a software company, we don’t have physical or product rewards (ie t-shirts, shippable products, etc…) that we believe the broader StartEngine community will be excited about. And, since our launch on StartEngine is a continuation of an offering that has been open for a little while now and already has nearly 5,000 investors, there isn’t the possibility of bonus shares. That said, an investment in Legion does include what we believe is a meaningful and unique perk - every share purchased in Legion includes a Warrant to purchase 1/2 of a share within 18 months of that purchase at a pre-determined price. This means that should Legion’s share price go up beyond the warrant price within 18 months after an investor purchases, that investor would have the ability to exercise his/her warrants at a discount to the offering price at that time. Thank you again for checking out what we are doing here at Legion and please let us know if you have additional questions. All the best, Ryan (CEO, Legion)

0

1

WC
W Kim Colich

5 months ago

Are there really Zero rewards? Or have they been left off by mistake? Blessings

0

0

HOW INVESTING WORKS

Cancel anytime before 48 hours before a rolling close or the offering end date.

WHY STARTENGINE?

REWARDS

We want you to succeed and get the most out of your money by offering rewards and memberships!

SECURE

Your info is your info. We take pride in keeping it that way!

DIVERSE INVESTMENTS

Invest in over 200 start-ups and collectibles!

FAQS
Crowdfunding

With Regulation A+, a non-accredited investor can only invest a maximum of 10% of their annual income or 10% of their net worth per year, whichever is greater. There are no restrictions for accredited investors.

With Regulation Crowdfunding, non-accredited investors with an annual income or net worth less than $124,000, are limited to invest a maximum of 5% of the greater of those two amounts. For those with an annual income and net worth greater than $124,000, he/she is limited to investing 10% of the greater of the two amounts.

At the close of an offering, all investors whose funds have “cleared” by this time will be included in the disbursement. At this time, each investor will receive an email from StartEngine with their Countersigned Subscription Agreement, which will serve as their proof of purchase moving forward.

Please keep in mind that a company can conduct a series of “closes” or withdrawals of funds throughout the duration of the campaign. If you are included in that withdrawal period, you will be emailed your countersigned subscription agreement and proof of purchase immediately following that withdrawal.

StartEngine assists companies in raising capital, and once the offering is closed, we are no longer involved with whether the company chooses to list shares on a secondary market, or what occurs thereafter. Therefore, StartEngine has no control or insight into your investment after the close of the live offering. In addition, we are not permitted to provide financial advice. You may want to contact a financial professional to discuss possible investment outcomes.

For Regulation Crowdfunding, investors are able to cancel their investment at any point throughout the campaign up until 48 hours before the closing of the offering. Note: If the company does a rolling close, they will post an update to their current investors, giving them the opportunity to cancel during this timeframe. If you do not cancel within this 5-day timeframe, your funds will be invested in the company, and you will no longer be able to cancel the investment. If your funds show as ‘Invested’ on your account dashboard, your investment can no longer be canceled.

For Regulation A+, StartEngine allows for a four-hour cancelation period. Once the four-hour window has passed, it is up to each company to set their own cancelation policy. You may find the company’s cancelation policy in the company’s offering circular.

Once your investment is canceled, there is a 10-day clearing period (from the date your investment was submitted). After your funds have cleared the bank, you will receive your refund within 10 business days.

Refunds that are made through ACH payments can take up to 10 business days to clear. Unfortunately, we are at the mercy of the bank, but we will do everything we can to get you your refund as soon as possible. However, every investment needs to go through the clearing process in order to get sent back to the account associated with the investment.

Both Title III (Regulation Crowdfunding) and Title IV (Reg A+) help entrepreneurs crowdfund capital investments from unaccredited and accredited investors. The differences between these regulations are related to the investor limitations, the differing amounts of money companies are permitted to raise, and differing disclosure and filing requirements. To learn more about Regulation Crowdfunding, click here, and for Regulation A+, click here.

PREVIOUSLY CROWDFUNDED
$12,358,301
RAISED
$104,999.39
INVESTORS
50
MIN INVEST
$504
VALUATION
$49.47M

Get To Know Us

Our Team

Careers

Blog

Important Message

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 ON STARTENGINE ARE SPECULATIVE, ILLIQUID, AND INVOLVE A HIGH DEGREE OF RISK, INCLUDING THE POSSIBLE LOSS OF YOUR ENTIRE INVESTMENT.

www.StartEngine.com is a website owned and operated by StartEngine Crowdfunding, Inc. (“StartEngine”), which is neither a registered broker-dealer, investment advisor nor funding portal.
Unless indicated otherwise with respect to a particular issuer, all securities-related activity is conducted by regulated affiliates of StartEngine: StartEngine Capital, LLC, a funding portal registered here with the US Securities and Exchange Commission (SEC) and here as a member of the Financial Industry Regulatory Authority (FINRA), or StartEngine Primary, LLC, a broker-dealer registered with the SEC and FINRA / SIPC . You can review the background of our broker-dealer and our investment professionals on FINRA’s BrokerCheck here. StartEngine Secondary is an alternative trading system regulated by the SEC and operated by StartEngine Primary, LLC, a broker dealer registered with the SEC and FINRA. StartEngine Primary, LLC is a member of SIPC and explanatory brochures are available upon request by contacting SIPC at (202) 371-8300.

Investment opportunities posted and accessible through the site are of three types:

1) Regulation A offerings (JOBS Act Title IV; known as Regulation A+), which are offered to non-accredited and accredited investors alike. These offerings are made through StartEngine Primary, LLC (unless otherwise indicated). 2) Regulation D offerings (Rule 506(c)), which are offered only to accredited investors. These offerings are made through StartEngine Primary, LLC. 3) Regulation Crowdfunding offerings (JOBS Act Title III), which are offered to non-accredited and accredited investors alike. These offerings are made through StartEngine Capital, LLC. Some of these offerings are open to the general public, however there are important differences and risks.

Any securities offered on this website have not been recommended or approved by any federal or state securities commission or regulatory authority. StartEngine and its affiliates do not provide any investment advice or recommendation and do not provide any legal or tax advice with respect to any securities. All securities listed on this site are being offered by, and all information included on this site is the responsibility of, the applicable issuer of such securities. StartEngine does not verify the adequacy, accuracy or completeness of any information. Neither StartEngine nor any of its officers, directors, agents and employees makes any warranty, express or implied, of any kind whatsoever related to the adequacy, accuracy, or completeness of any information on this site or the use of information on this site. See additional general disclosures here.
By accessing this site and any pages on this site, you agree to be bound by our Terms of use and Privacy Policy, as may be amended from time to time without notice or liability.

Canadian Investors Investment opportunities posted and accessible through the site will not be offered to Canadian resident investors. Potential investors are strongly advised to consult their legal, tax and financial advisors before investing. The securities offered on this site are not offered in jurisdictions where public solicitation for offerings is not permitted; it is solely your responsibility to comply with the laws and regulations of your country of residence.

California Investors Only – Do Not Sell My Personal Information

(800-317-2200). StartEngine does not sell personal information. For all customer inquiries, please write to contact@startengine.com.

StartEngine’s Reg A+ offering is made available through StartEngine Crowdfunding, Inc. This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment. For more information about this offering, please view StartEngine’s offering circular and risk associated with this offering.

The availability of company information does not indicate that the company has endorsed, supports, or otherwise participates with StartEngine.

None of the information displayed on or downloadable from www.startengine.com (the any security. It also does not constitute an offer to provide investment advice or service. any security. It also does not constitute an offer to provide investment advice or service. any security. It also does not constitute an offer to provide investment advice or service. StartEngine does not (1) make any recommendations or otherwise advise on the merits or advisability of a particular investment or transaction, or (2) assist in the determination of fair value of any security or investment, or (3) provide legal, tax, or transactional advisory services.

All investment opportunities are based on indicated interest from sellers and will need to be confirmed.

Investing in private company securities is not suitable for all investors. An investment in private company securities is highly speculative and involves a high degree of risk. It should only be considered a long-term investment. You must be prepared to withstand a total loss of your investment. Private company securities are also highly illiquid, and there is no guarantee that a market will develop for such securities. Each investment also carries its own specific risks, and you should complete your own independent due diligence regarding the investment. This includes obtaining additional information about the company, opinions, financial projections, and legal or other investment advice. Accordingly, investing in private company securities is appropriate only for those investors who can tolerate a high degree of risk and do not require a liquid investment.

StartEngine Marketplace (“SE Marketplace”) is a website operated by StartEngine Primary, LLC (“SE Primary”), a broker-dealer that is registered with the SEC and a member of FINRA and the SIPC. (“SE Marketplace”) is a website operated by StartEngine Primary, LLC (“SE Primary”), a broker-dealer that is registered with the SEC and a member of FINRA and the SIPC. (“SE Marketplace”) is a website operated by StartEngine Primary, LLC (“SE Primary”), a broker-dealer that is registered with the SEC and a member of FINRA and the SIPC.