SEC Lifts Ban on General Solicitation; Implements First Phase of JOBS Act for Reg. D, Title II Accredited Investors

SEC Lifts 80-Year Ban on the General Solicitation of Private Placement Equity Investments

By Robert Hoskins

Today, the United States finally inched its way toward the full implementation of the JOBS Act passed in April 2012, required by federal law to be in place by January 2013, but still not fully realized as intended by President Obama and the both houses of the U.S. Congress.

SEC Crowdfunding Call for Comments on November 15, 2013

“We want this new market and the private markets in general to thrive in a safe and efficient manner, and these rules we adopted and proposed are designed to facilitate that objective,” said Mary Jo White, Chairwoman of the SEC. “As we fulfill our mission to facilitate capital formation and maintain fair and efficient markets, the Commission must always focus on strong investor protections.”

Until the general solicitation ban was lifted, hedge funds, VCs, and startups had to quietly raise that money, soliciting by word of mouth and other forms of private communication. Now companies can buy ads, launch PR campaigns, leverage social media and openly announce that they’re seeking investors.

The addition of general solicitation is expected to fuel a new cottage industry of investor matching-making websites that aim to broaden the investment pool to financial stalwarts outside the stanchly protected investment circles of Silicon Valley.

“With general solicitation it will be much easier for investors to find companies they are passionate about supporting,” said Mike Norman of crowdfunding website, WeFunder. The new rule will hopefully open up the capital-starved startup market to the majority of investors. According to WeFunder’s website, only 3% of the US’s 8 million accredited investors are active in the tech startup space.

For example, leading startup investing platform, RockThePost, announced last week that its equity crowdfunding website will provide the following equity crowdfunding investment services:

1. Prominent featuring of startups publicly announcing investment rounds
2. Investor verification system that shifts the burden off startups
3. Secure transactions where Escrow accounts act as a safe haven for early committed investors
4. Full transparency – third party identity checks and legal business verification, crowdsourced due diligence, bank-level security
5. Smart matching of investors to startup investments that match their preferences

Equity crowdfunding sites such as Angelist, Circleup, Crowdfunder, FundersClub, RockThePost and Wefunder are important the nascent industry because according to the Center for Venture Research, only 258,000 investors have made an angel investment out of the 8.7 million accredited investor households eligible to invest in the U.S.

The general solicitation ban lift will allow startups to publicly fundraise via methods such as equity crowdfunding, harnessing the power of the internet and social media to reach potential investors in all corners of the country.

According to a Forbes article, many states have decided not to wait on the SEC. Kansas, the first state to enact laws requiring the registration of sales of securities to the general public 100 years ago, turned out to be the first in the U.S. to enact an “intrastate” Invest Kansas Exemption law. The state of Georgia passed the Invest Georgia Exemption that provides even more freedom for crowdfunding than the Kansas exemption. North Carolina’s House passed a crowdfunding bill that is expected to move to the full legislature in an updated form and be signed into law next year. The state of Washington is currently teeing up crowdfunding legislation and other states will likely follow suit.

Tanya Prive, a co-founder of RockthePost, points out that “One of the other issues I’ve seen is that there are plenty of startups with a large customer base that they cannot tap into for capital support under existing regulations. These people are the biggest fans and evangelists of the brand, who might be first in line to invest. Once the user base is able to engage with their beloved company in fundraising mode via an investment crowdfunding platform, the company will be able to capitalize on the crowd’s interest in their success and accelerate the fundraising process by converting customers into investors.”

“So although there are strings attached to the ruling, lifting the ban on general solicitation – an 80-year-old rule – will help investors connect with entrepreneurs, and vice versa. The decision also weighs in the favor of entrepreneurs and investors who live outside places like Silicon Valley, where old-school networking and personal connections are how financing deals typically happen,” said Eric Markowitz, crowdfunding reporter for Inc. Magazine. “By lifting the ban, entrepreneurs living outside traditional tech hubs may find it easier to connect with investors, raise money, and grow their start-ups without having to necessarily relocate.”

Although large players like private equity firms Bain Capital and Blackstone Group LP could take advantage of the chance to use television ad campaigns, many lawyers and regulators close to the industry have said that they expect smaller funds with fewer resources to test the new rule first.

“By allowing issuers to solicit to a broader group of potential investors, the SEC has showed its commitment to democratizing the investing process and putting an end to yesterday’s ‘old boy’ investor networks,” said Barry Silbert, founder and chief executive of SecondMarket Inc., a marketplace for private shares.

The next important date to watch for is October 31, 2013, when the 2nd wave of SEC crowdfunding guidelines are expected to be issued for Title III investors that will allow unaccredited investors to participate in private placement investments.

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More News on the SEC’s New General Solicitation Rules:

1. SEC Lifts Ban On General Solicitation, Allowing Startups

2. SEC Approves JOBS Act Requirement to Lift General Solicitation Ban

3. Starting Today, Startups Can Broadcast Their Fundraising From the Rooftops

4. The General Solicitation Ban Lift Can Change Startup Investing Forever

5. Crowdfunding Will Flourish Regardless Of What The SEC Does

6. Game Changer: SEC Lifts General Solicitation Ban

7. Boon for Start-ups: SEC Lifts Ban on General Solicitation

8. SEC lifts longtime advertising ban for hedge funds, others

9. SEC Lifts Ban on General Solicitation in Certain Private Placements

10. S.E.C. Lifts Advertising Ban on Private Investments

11. SEC Votes to Ease 80-Year-Old Ban on Private-Investment Ads

12. SEC Lifts Ban on Hedge Fund Ads

13. SEC Lifts 80-year-Old Ban on Advertisements for Private Investors

14. SEC lifts advertising ban on private investments: How it affects you

15. SEC Votes to Lift Ban on Hedge Fund Advertising

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FundersClub Snubs 97% of New Accredited Investors Seeking to Get into the Equity Crowdfunding Investment Business

Surprising regression by FundersClub reverses business model and makes investors jump through hoops to participate in one of America’s biggest financial industry opportunities

By Robert Hoskins

FundersClub, one of the world’s first online venture capital firms, announced that it is changing its membership application process to an invitation-only model. The change will not impact current members, but will require individuals interested in joining FundersClub to be invited by a current member. Alternatively, individuals who are familiar with a FundersClub member, may request a professional courtesy referral to FundersClub. In all cases, individuals must be certified as accredited investors before FundersClub will admit them as a member.

FundersClub is a new type of venture capital platform, built around a unique online marketplace that allows accredited investors to become equity holders in FundersClub-managed venture funds

“This represents a significant shift in how we intend to grow our community of premier accredited investors,” said Alex Mittal, co-founder and CEO of FundersClub. “At a time when crowdfunding platforms are poised to get loud via solicitation and advertising activity, we as an online venture capital firm are actually heading in the opposite direction, focusing on quality and empowering our members themselves to build a thoughtfully curated community,” added Mittal.

Prior to this change, membership to FundersClub was open to all accredited investors who applied through the company’s website, subject to verification of their accredited investor status. The definition of an accredited investor is an individual who has a net worth, or joint net worth with the individual’s spouse, that exceeds $1 million at the time of the investing, excluding the value of their primary residence, or whose income exceeded $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 and has a reasonable expectation of reaching the same income level in the current year.

The new membership process allows current members to invite friends and colleagues whom they know and trust. Individuals that accept the invitation become members of FundersClub once their accredited investor status is verified. Additionally, FundersClub will consider on a case-by-case basis applications for membership.

“We’ve always believed in the value of empowerment. Our invitation-only model underscores that belief and our commitment to providing a safe, reliable and trustworthy environment for our community,” added Mittal.

Alex Mittal and Boris Silver launched FundersClub in July 2012 with one goal in mind — to change the way the world fundraises and invests. Together they had founded five companies, raised more than $20 million in funding and invested as angels in other startups. For FundersClub, the pair raised capital through their own platform and from other top investors including Y Combinator, First Round Capital, Spark Capital, Intel Capital, Andreessen Horowitz, Felicis Ventures, and Tim Draper. All FundersClub members with access to investment opportunities have been certified as accredited investors.

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More Crowdfunding articles on FundersClub:

• Exploring FundersClub. The New Age of VC?

• FundersClub Ditches Dumb Money By Going Invite-Only

• FundersClub braces against general solitication by rewarding investors for referrals

• Funders club offers bounty for startup referrals

• Funders Club Announces It Will Take 20% Carried on Future Funds
  

RockthePost Predicts Legalization of General Solicitation Will Change Startup Investing Forever

The SEC general solicitation rule change washes away some limitations on promotion of fundraising campaigns that have been in place for 80 years

By Robert Hoskins

Many changes are going to take place in the startup investment industry as the SEC lifts its ban on general solicitation on Monday, September 23.  With this implementation, the startup ecosystem will see an 80-year-old securities law modified for modern times, allowing private companies – startups in particular – to publicly advertise that they are seeking investments.

Alejandro Cremades launches crowdfunding project as a solution to help save the U.S. economy.

Among the exciting developments, leading startup investing platform RockThePost will unveil the following, in conjunction with Title II of the JOBS Act taking effect on Monday:

1. Prominent featuring of startups publicly announcing investment rounds
2. Investor verification system that shifts the burden off startups
3. Secure transactions where Escrow accounts act as a safe haven for early committed investors
4. Full transparency – third party identity checks and legal business verification, crowdsourced due diligence, bank-level security
5. Smart matching of investors to startup investments that match their preferences

RockThePost CEO, Alejandro Cremades, notes that “our startups have had mixed feelings on general solicitation, but the ones who are planning to take advantage of it are really excited about the exponential exposure from which they can benefit tremendously.”

According to the Center for Venture Research, only 258,000 investors have made an angel investment out of the 8.7 million accredited investor households eligible to invest in the U.S. The general solicitation ban lift will allow startups to publicly fundraise via methods such as equity crowdfunding, harnessing the power of the internet and social media to reach potential investors in all corners of the country. We expect a large jump in angel activity in the coming years as individual investors seek higher returns on investment and feel more comfortable investing in startups.

The nature of startup investing is risky, but to grow the nest egg, investor money has to be put to work. With a financial shift underway in which low yields and high interest rates are prevalent, investors are forced to look beyond traditional investment avenues to reach their financial goals.

A 2013 UBS report, Investment Strategy Guide, recommends that 7 to 11% of any given investment portfolio be allocated to new alternative investments, which includes buying equity in early stage companies (note that only accredited investors may participate in private offerings).

Startup investing involves high risk. However, investing early in startups has the potential of yielding high returns as seen below.

• $1,000 in Facebook in 2005 = $624,500 today
• $1,000 in Airbnb in 2009 = $589,667 today
• $1,000 in Dropbox in 2008 = $391,500 today

RockThePost does believe that openly fundraising in the startup investing world could significantly help startups gain access to capital in an economic environment in which investors are more readily looking for high-return investments.

General solicitation will potentially increase the number of transactions happening between investors and startups. RockThePost expects these changes to drive the U.S. economy as small businesses have created almost 65% of the net new jobs for the past 17 years.

By democratizing access to startup capital for entrepreneurs and bringing startup investment opportunities to a new investor demographic, RockThePost aims to be the go-to destination for both startups and investors.

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More News on the SEC 80-Year Ban on General Solicitation:

• Mary Jo White, SEC Approves JOBS Act Requirement to Lift General Solicitation Ban on Crowdfunding for Accredited Investors

• SEC Issues Call for Crowdfunding Suggestions to Promote Small Business Capital Formation

• BlazeFund Launches New Innovative Equity Crowdfunding Platform

• Front Page PR Offers Broker Dealers General Solicitation Campaigns to Market the Oncoming Wave of Equity Crowdfunding Investment Opportunities to the Next Generation of U.S. Accredited Investors

• Jeff Pulver’s Zula Equity Crowdfunding Campaign Pushes Israel’s OurCrowd into the Worldwide Lead of Broker/Dealer Crowdfunding Deals

• Wowcher Selects BankToTheFuture.com as Equity Crowdfunding platform for Fabfob fundraising campaign

• New Equity Crowdfunding Portal VentureHealth Launches to Provide Life Science Crowdfunding Investment Opportunities for Accredited Investors in United States

• Equity Crowdfunding Investments Surpass $16 Million on MicroVentures Broker/Dealer Crowdfunding Platform

• Ingenious Britain in the UK offers 25% Stake in New Equity Crowdfunding Platform on Crowdcube

Body Boxing Bootcamp Launches Indiegogo Fitness Crowdfunding Campaign to Finance their State-of-the-Art Boot Camp Workout Center for Clients and Personal Trainers in Los Angeles

BBB is offering boxing boot camp personal trainer perks, fitness boot camp gift cards and workout center pre-orders to donors living in Bel Air, Beverly Hills, Park La Brea, West Beverly, West Hollywood, West Los Angeles and Wilshire

By Robert Hoskins

Body Boxing Bootcamp launched a community internet-based fundraising campaign on indiegogo’s crowdfunding platform to help raise money to open a new fitness boot camp workout center located in Los Angeles just west of Hollywood, California.

Body Boxing Bootcamp Launches Indiegogo Fitness Crowdfunding Campaign to Finance their
State-of-the-Art Boot Camp Workout Center for Clients and Personal Trainers in Los Angeles

Crowdfunding is a new way for local community members to pool their money together in order to help local entrepreneurs launch businesses customers would like to see introduced into their cities and towns based on their own personal desire to buy or use the product or service.

For example, there are plenty of traditional gyms in the Hollywood area, but none of them feature the mixture of boxing workout techniques combined with dancing, Thai kickboxing, resistance training (rubber bands and light weight lifting), plyometrics (jumping and quick movement drills), calisthenics (using one’s own body weight), obstacle courses, circuit training, and parachute running.

Customers that would like see the new workout facility open up can log on to and donate money by pre-ordering boot camp training workouts, buying fitness gift cards for friends or purchasing one or signing up to become a personal trainer at:

http://www.indiegogo.com/projects/body-boxing-boot-camp-seeks-funding-to-open-a-fitness-center-in-los-angeles/x/1907888

In return for a donation, BBB is offering to train anyone that wants to learn how to become a personal trainer and is offering a white paper, DVD, Smartphone wireless app, business plan template and all the necessary equipment to get into the personal trainer boot camp business.

Body Boxing Bootcamp fitness  workouts target:

1. Young singles seeking active lifestyles;
2. Baby boomers preventing the onset of old age;
3. Overweight kids seeking to gain a better self image and self-defense skills;
4. Celebrities, movie stars, rock stars who prefer private workouts when visiting Hollywood; and
5. Anyone that wants to lose weight and get into an active routine that is fun and burns lots of calories.

“Both private personal training and group workout sessions will be offered, but the majority of the boxing boot camps will be done in groups of ten to twenty people,” said Kevin Barringer, Body Boxing Bootcamp’s CEO and head personal trainer.  “When people workout together, over time they become friends. And most friends are competitive and like to push each other to work harder.  This is the secret sauce that makes our classes fun and keeps our clients coming back for more.”

Body Boxing Bootcamp (BBB) needs $375,000 to lease retail space, renovate it and build a specially formatted workout center that will provide plenty of space for indoor workouts that are similar to the outdoor classes that the company offers on Tuesdays, Thursdays and Saturdays at the nearby Pan Pacific Park.

In addition to its own fitness boxing boot camps, BBB plans to rent out space in the gym to other personal trainers and Meetup boot camp organizers.

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Colorado Conference Provides Lessons on Crowdfunding for Solar, Clean Tech and Renewable Energy Projects

Solar and Clean Technology Crowdfunding Experts to Share Cutting Edge Clean Tech Strategies with Responsible Investors on Green Bonds, PACE Financing, MLPs, and REITs

By Robert Hoskins

Solar and Clean Technology Crowdfunding Experts to Share Cutting Edge Clean Tech Strategies with Responsible Investors on Crowdsourcing, Green Bonds, PACE Financing, MLPs, and REITs

Organizers of the 24th annual SRI Conference will be hosting a leading North American forum on Crowdfunding solar and clean technology projects for investors and investment professionals on October 28-30, 2013 at The Broadmoor in Colorado Springs, Colorado.

One featured Solar & Clean Technology Crowdfunding Session will be moderated by Dan Adler, managing director of the Clean Energy Angel Fund and CalCEF, and will include a presentation from Dan Rosen, CEO of the leading solar crowdfunding companies in the United States, Solar Mosaic, which will explore the clean tech landscape and the newest products and strategies for sustainable and responsible investors.

“Investing in Clean Tech: Expanding Opportunities for ESG/SRI Investors,” will focus on recent developments in crowdsourcing, green bonds, clean energy victory bonds, PACE financing, MLPs, and REIT eligibility.

The  is a leading North American forum for investors and investment professionals involved in sustainable, responsible, impact (SRI) investing, will be October 28-30, 2013 at The Broadmoor in Colorado Springs, Colorado.

First Affirmative President Steve Schueth, producer of The SRI Conference, said, “These clean tech experts are on the cutting edge of investment and financing opportunities available to responsible investors and investment professionals. Dan Rosen from Solar Mosaic will discuss how they are utilizing crowdsourcing or “crowdfunding” in clean-tech deployment opportunities. Solar Mosaic has received a lot of attention recently for raising $6 million of venture capital, including a $2 million grant from the Department of Energy’s SunShot Initiative, to build an online platform that supports funding of solar projects.”

First Affirmative Financial Network, LLC is an independent Registered Investment Advisor (SEC File #801-56587) offering investment consulting and asset management services through a nationwide network of investment professionals who specialize in serving socially conscious investors.

Solar Mosaic CEO, Dan Rosen added, “Crowdfunding allows early-stage companies, or projects to “crowd in” finance from a lot of small sources over the Internet (you could consider it democratizing finance, in a way). We have seen the power of crowdfunding in local community solar projects here at Mosaic. In one year, we received $350,000 to finance five solar power plants through our zero-interest investment model, and the power of the crowd to facilitate positive local change is increasingly visible. As individuals, we can finally see the impact of our contributions, and together we can help change the world.”

Dan Adler, managing director of CalCEF and president, CalCEF Ventures, will moderate the clean tech session at the SRI Conference. In addition, other leading experts on the clean tech panel will include: Matt Ferguson, principal, Reznick Group; Jeff Eckel, president and CEO, Hannon Armstrong; and Nancy Pfund, managing partner, DBL Investors, and board member of Primus Power, SolarCity, Solaria, Eco­logic, Pow­er­Genix, and Bright­Source Energy. This session was organized by Doug Arent, Executive Director of the Joint Institute for Strategic Energy Analysis at the National Renewable Energy Laboratory (NREL), a long-time member of the conference Agenda Committee.

The CalCEF group is a nexus for entrepreneurs, investors, energy companies, industry, government, and academia engaged in development and advancement of clean energy. CalCEF is a family of non-profit organizations working together to accelerate the movement of clean energy technologies along the continuum from innovation to infrastructure using tools from finance, public policy and technological innovation.

Solar Mosaic connects investors to high quality solar projects. Our mission is to open up clean energy investing and fundamentally change the way energy is financed. The fundamentals of solar makes it an attractive component of a diversified investment portfolio: reliable technology, predictable energy output, and stable cash flows. Every Mosaic project is carefully vetted and structured to minimize risk while maximizing benefits to investors and to the planet. Thousands of people from across the United States have invested millions of dollars to finance solar projects through Mosaic’s online marketplace.

CohnReznick is a nationwide network of accounting, tax and business advisory services, with offices from Boston to Los Angeles. Reznick Group has acquired technical consulting firm Think Energy, Inc., enabling the firm to provide full project life-cycle advisory services to clean technology developers, investors and utilities.

Hannon Armstrong is a specialty finance company that provides debt and equity financing for sustainable infrastructure projects that increase energy efficiency, provide cleaner energy sources, positively impact the environment or make more efficient use of natural resources. Formed more than 30 years ago, Hannon Armstrong has provided or arranged over $4.0 billion of financing in more than 450 sustainable infrastructure transactions since 2000. Hannon Armstrong is a publicly traded company on the New York Stock Exchange under the ticker symbol “HASI”.

DBL Investors uses venture capital to accelerate innovation in a way that positively impacts an organization’s social ecosystem as well as its financial success. DBL believes that positive social change and a healthy financial performance are inherently connected. The firm invests in and helps nurture outstanding entrepreneurs and companies in Cleantech, Information Technology, Health Care, and Sustainability-Oriented Products and Services.

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Related Solar & Clean Tech Crowdfunding News Articles:

• What is the Potential of Renewable Energy Crowdfunding?
• Cleantech Buffet (… Most Attractive States For Solar, 4 Lessons From Solar Crowdfunding …)
• A List of America’s Fastest-Growing Clean Energy Companies
• Solar Crowdfunding a Solution to Energy Poverty
• 4 Lessons Learned From Solar Crowdfunding
• [News] Utility solar leads in global clean tech investment
• Sunlight News: SolarCity Corp (SCTY), First Solar, Inc. (FSLR)’s Partnership & SunPower Corporation (SPWR)’s Support