Archive | October, 2015

SEC Details Rules for Title III Crowdfunding Investors and Crowdfunding Investment Sites

31 Oct

The SEC’s final Title III Crowdfunding Rule (Regulation Crowdfunding) will enable individuals to purchase securities in crowdfunding offerings subject to certain limits, require companies to disclose certain information about their business and securities offering, and create a regulatory framework for the intermediaries facilitating crowdfunding transactions

Chair Mary Jo White Gives an Overview of Title III Crowdfunding Rules

Chair Mary Jo White Gives an Overview of Title III Crowdfunding Rules

By Robert Hoskins

SEC’s Title III of the JOBS Act 

On Friday, October 30, 2015, the SEC passed the final Title III Regulation Crowdfunding Rule that will allow the offer and sale of securities through crowdfunding.  The new rules will give small businesses an additional avenue to raise capital and provide investors with important protections.  If adopted, this would complete the Commission’s major rulemaking mandated under the JOBS Act.

Title III Crowdfunding Investor Rules

The recommended rules would, among other things, enable individuals to purchase securities in crowdfunding offerings subject to certain limits, require companies to disclose certain information about their business and securities offering, and create a regulatory framework for the intermediaries facilitating crowdfunding transactions.  More specifically, the recommended rules would:

  • Permit a company to raise a maximum aggregate amount of $1 million through crowdfunding offerings in a 12-month period;
  • Permit individual investors, over a 12-month period, to invest in the aggregate across all crowdfunding offerings up to:
    • If either their annual income or net worth is less than $100,000, than the greater of:
      • $2,000 or
      • 5 percent of the lesser of their annual income or net worth.
    • If both their annual income and net worth are equal to or more than $100,000, 10 percent of the lesser of their annual income or net worth; and
  • During the 12-month period, the aggregate amount of securities sold to an investor through all crowdfunding offerings may not exceed $100,000.

Under the recommended rules, certain companies would not be eligible to use the exemption.  Ineligible companies would include non-U.S. companies, Exchange Act reporting companies, certain investment companies, companies that are subject to disqualification under Regulation Crowdfunding, companies that have failed to comply with the annual reporting requirements under Regulation Crowdfunding during the two years immediately preceding the filing of the offering statement, and companies that have no specific business plan or have indicated that their business plan is to engage in a merger or acquisition with an unidentified company or companies.

Securities purchased in a crowdfunding transaction generally could not be resold for one year.  Holders of these securities would not count toward the threshold that requires a company to register its securities under Exchange Act Section 12(g) if the company is current in its annual reporting obligations, retains the services of a registered transfer agent and has less than $25 million in total assets as of the end of its most recently completed fiscal year.

In addition, all transactions relying on the new rules would be required to take place through an SEC-registered intermediary, either a broker-dealer or a funding portal.

Title III Crowdfunding Company Disclosures 

Companies that rely on the recommended rules to conduct a crowdfunding offering must file certain information with the Commission and provide this information to investors and the intermediary facilitating the offering, including among other things, to disclose:

  • The price to the public of the securities or the method for determining the price, the target offering amount, the deadline to reach the target offering amount, and whether the company will accept investments in excess of the target offering amount;
  • A discussion of the company’s financial condition;
  • Financial statements of the company that, depending on the amount offered and sold during a 12-month period, are accompanied by information from the company’s tax returns, reviewed by an independent public accountant, or audited by an independent auditor.  A company offering more than $500,000 but not more than $1 million of securities relying on these rules for the first time would be permitted to provide reviewed rather than audited financial statements, unless financial statements of the company are available that have been audited by an independent auditor;
  • A description of the business and the use of proceeds from the offering;
  • Information about officers and directors as well as owners of 20 percent or more of the company; and
  • Certain related-party transactions.

In addition, companies relying on the crowdfunding exemption would be required to file an annual report with the Commission and provide it to investors.

Title III Crowdfunding Rules for Portals

A funding portal would be required to register with the Commission on new Form Funding Portal, and become a member of a national securities association (currently, FINRA).  A company relying on the rules would be required to conduct its offering exclusively through one intermediary platform at a time.

The recommended rules would require intermediaries to, among other things:

  • Provide investors with educational materials that explain, among other things, the process for investing on the platform, the types of securities being offered and information a company must provide to investors, resale restrictions, and investment limits;
  • Take certain measures to reduce the risk of fraud, including having a reasonable basis for believing that a company complies with Regulation Crowdfunding and that the company has established means to keep accurate records of securities holders;
  • Make information that a company is required to disclose available to the public on its platform throughout the offering period and for a minimum of 21 days before any security may be sold in the offering;
  • Provide communication channels to permit discussions about offerings on the platform;
  • Provide disclosure to investors about the compensation the intermediary receives;
  • Accept an investment commitment from an investor only after that investor has opened an account;
  • Have a reasonable basis for believing an investor complies with the investment limitations;
  • Provide investors notices once they have made investment commitments and confirmations at or before completion of a transaction;
  • Comply with maintenance and transmission of funds requirements; and
  • Comply with completion, cancellation and reconfirmation of offerings requirements.

The rules also would prohibit intermediaries from engaging in certain activities, such as:

  • Providing access to their platforms to companies that they have a reasonable basis for believing have the potential for fraud or other investor protection concerns;
  • Having a financial interest in a company that is offering or selling securities on its platform unless the intermediary receives the financial interest as compensation for the services, subject to certain conditions; and
  • Compensating any person for providing the intermediary with personally identifiable information of any investor or potential investor.

Regulation Crowdfunding would contain certain rules that are specific to registered funding portals consistent with their more limited activities than that of a registered broker-dealer.  The rules would prohibit funding portals from, among other things: offering investment advice or making recommendations; soliciting purchases, sales or offers to buy securities; compensating promoters and other persons for solicitations or based on the sale of securities; and holding, possessing, or handling investor funds or securities.

The rules would provide a safe harbor under which funding portals could engage in certain activities consistent with these restrictions.  The rules also would require funding portals to maintain certain books and records related to their transactions and business.

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SEC’s Title III Equity Crowdfunding Rules for Non-Accredited Investors Go into Effect May 16, 2016

31 Oct

The new SEC rules and proposed amendments are designed to assist smaller companies with capital formation and provide investors with the necessary protections

Chairman Mary Jo White Keeps Her Promise to Crowdfunding Industry, SEC Approves Title III Crowdfunding

Chairman Mary Jo White Keeps Her Promise to Crowdfunding Industry

By Robert Hoskins

Washington D.C. — The Securities and Exchange Commission adopted the final Title III rules to permit companies to offer and sell securities through crowdfunding.  The Commission also voted to propose amendments to existing Securities Act rules to facilitate intrastate and regional securities offerings.  The new rules and proposed amendments are designed to assist smaller companies with capital formation and provide investors with additional protections.

Crowdfunding is an evolving method of raising capital that has been used to raise funds through the Internet for a variety of projects.  Title III of the JOBS Act created a federal exemption under the securities laws so that this type of funding method can be used to offer and sell securities.

“There is a great deal of enthusiasm in the marketplace for crowdfunding, and I believe these rules and proposed amendments provide smaller companies with innovative ways to raise capital and give investors the protections they need,” said SEC Chair Mary Jo White. “With these rules, the Commission has completed all of the major rulemaking mandated under the JOBS Act.”

The final rules, Regulation Crowdfunding, permit individuals to invest in securities-based crowdfunding transactions subject to certain investment limits.  The rules also limit the amount of money an issuer can raise using the crowdfunding exemption, impose disclosure requirements on issuers for certain information about their business and securities offering, and create a regulatory framework for the broker-dealers and funding portals that facilitate the crowdfunding transactions.

The new crowdfunding rules and forms will be effective 180 days after they are published in the Federal Register. The forms enabling funding portals to register with the Commission will be effective Jan. 29, 2016. Final rules become effective May 16, 2016.

The Commission also proposed amendments to existing Securities Act Rule 147 to modernize the rule for intrastate offerings to further facilitate capital formation, including through intrastate crowdfunding provisions.  The proposal also would amend Securities Act Rule 504 to increase the aggregate amount of money that may be offered and sold pursuant to the rule from $1 million to $5 million and apply bad actor disqualifications to Rule 504 offerings to provide additional investor protection.

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SEC’s Proposed Amendments to Approve Nationwide Intrastate Crowdfunding and Raise Limit to $5 Million for Small Business

31 Oct

SEC’s Proposed Amendments to Rule 147 and 504 to Facilitate New Intrastate Crowdfunding and the Sale of Regional Securities Offerings

SEC Staff Proposes Amendments to Rules 147 and Reg. D.,504

SEC Staff Proposes Amendments to Securities Rules 147 and Reg. D. 504

 By Robert Hoskins

 SEC’s Proposed Actions for Title III Crowdfunding

The Securities and Exchange Commission is considering whether to propose amendments to Securities Act Rule 147 and Rule 504 of Regulation D.  The proposed amendments would be part of the Commission’s efforts to assist smaller companies with capital formation consistent with its investor protection mission.

Proposed Title III Crowdfunding Amendments

Proposed Amendments to Rule 147

The proposed amendments would modernize Rule 147 to permit companies to raise money from investors within their state without concurrently registering the offers and sales at the federal level.  The proposed amendments to Rule 147 would, among other things:

  • Eliminate the restriction on offers, while continuing to require that sales be made only to residents of the issuer’s state or territory.
  • Refine what it means to be an intrastate offering and ease some of the issuer eligibility requirements in the current rule.
  • Limit the availability of the exemption to offerings that are registered in-state or conducted under an exemption from state law registration that limits the amount of securities an issuer may sell to no more than $5 million in a 12-month period and imposes an investment limitation on investors.

Proposed Amendments to Rule 504

The proposed amendments to Rule 504 of Regulation D would increase the aggregate amount of securities that may be offered and sold under Rule 504 in any 12-month period from $1 million to $5 million and disqualify certain bad actors from participation in Rule 504 offerings.  The proposed rules would facilitate capital formation and increase investor protection in such offerings.

 

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Crowdfunding PR Rolls Out 2-Month Crowdfunding Prep Work Program to Help Startups Learn How to Launch More Successful Equity & Rewards Crowdfunding Campaigns

29 Oct

The Crowdfunding Prep Work Program Helps Clients Amass a Large Crowd of Followers on Social Media and Utilizes PR to Generate Hundreds of Articles on Leading Edge News Outlets and Blogs

By Robert Hoskins

Austin, Texas – Want to learn how to launch a successful Title III equity crowdfunding campaign? To help crowdfunders achieve this elusive goal, today Crowdfunding PR announced a special two-month Crowdfunding Prep Work Program that will significantly improve a crowdfunding campaign’s success rate by amplifying its founder’s social media profiles and by utilizing an effective crowdfunding PR campaign to generate hundreds of stories in the electronic news media prior to the crowdfunding campaign’s launch.

Tips on How to Plan a Successful Title III Equity-based Crowdfunding Campaign Using Cost-Effective PR/Marketing Campaigns

Learn How to Plan a Successful Title III Equity-based Crowdfunding Campaign Using Cost-Effective PR, Marketing and Social Media Campaigns

Crowdfunding Social Media Campaigns

One of the biggest challenges that most crowdfunding campaigns face are weak social media credentials and the lack of a large group of social media followers that are needed to support crowdfunding campaigns with donations and/or investments. Building strong, professional Facebook, LinkedIn and Twitter profiles and amassing the largest possible group of followers on social media networks is crucial to conducting a successful crowdfunding campaign.

Crowdfunding PR Campaigns

The second biggest task is generating stories on electronic news media outlets and blogs prior to launching a crowdfunding campaign. Not only can a well-orchestrated crowdfunding PR campaign generate hundreds of free, positive trade press articles to support the fundraising effort, but the same targeted, search-engine-optimized press releases will continue to drive new investors, potential customers and sales/distribution partners to the business long after the crowdfunding campaign ends.

“What many entrepreneurs and startups need to recognize is how important social media is in the world of crowdfunding,” said Robert Hoskins, Crowdfunding PR’s Director of Crowdfunding Campaigns. “The very first thing that an investor/donor does when they read through a crowdfunding profile they like is to look up the company and its team on Facebook, LinkedIn and Twitter to check out their credentials. Having a strong resume on LinkedIn, lots of likes on Facebook and an army of followers on Twitter is crucial to determining the strength of the team and the likelihood that they have the tenacity and skill set to deliver on their crowdfunding campaign’s promises.”

“Next, most investors/donors will do a Google search to see what they can find online for both the company and its team members,” Hoskins continued. “With a two-month crowdfunding prep work campaign there will be several pages of search engine results that link to the client’s website pages, their social media posts/profiles and the crowdfunding campaign’s temporary landing page until the GoFundMe.com, Indiegogo.com,Kickstarter.com or Title III equity crowdfunding campaign goes live.”

Crowdfunding PR Campaign Consulting

If you would like to speak with a crowdfunding PR, social media and/or marketing expert regarding your crowdfunding campaign please call Robert Hoskins at (512) 627-6622 or fill out the contact form at: https://crowdfundingpr.wordpress.com/about-crowdfunding-pr-campaigns/ to setup a telephone consultation appointment.

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Robert Hoskins, a seasoned Front Page PR veteran provides more than twenty-five years of external communications, media relations, digital social media and SEO skills to Front Page PR’s crowdfunding PR and media relations service portfolio.
(512) 627-6622
@Crowdfunding_PR


Mr. Hoskins is a seasoned marketing veteran with a proven track record of helping entrepreneurs, startups, small businesses as well as Fortune 500 corporations launch successful marketing communications campaigns to gain market traction for a wide variety of products and services.
Hoskins is one of the crowdfunding industry’s foremost crowdfunding advocates and has amassed a huge social media following that is dedicated to supporting donation-, rewards- and equity-based crowdfunding campaigns. Due to the overwhelming demand from the general public for crowdfunding information, he empowers entrepreneurs with some of the internet’s most affordable ($20) online crowdfunding training classes, which provide insight to startups around the world on a 24 x 7 basis.
Hoskins adamantly believes that the crowdfunding industry will empower everyone in the United States to rediscover the possibility of living the American dream with a little hard work, a great business idea and the dedication to researching, planning and launching a well-thought-out crowdfunding campaign. He consults on a regular basis with crowdfunding campaign managers as well as crowdfunding sites, portals and platforms to deliver successful crowdfunding marketing campaigns.

SEC’s Title III Equity Crowdfunding for Non-Accredited Investors

28 Oct
SEC to Approve Final Title III Rules for Equity Crowdfunding for Non-Accredited Investors

SEC to Approve Final Title III Rules for Equity Crowdfunding for Non-Accredited Investors

SEC’s Crowdfunding Title III Open Meeting:

The Securities and Exchange Commission will hold an Open Meeting on Friday, October 30, 2015 at 10:00 a.m., in the Auditorium, Room L-002.

SEC Title III Open Meeting Discussion Points:

Commission Stein, as duty officer, voted to consider the items listed for the Open Meeting in open session, and determined that Commission business required consideration earlier than one week from today.  No earlier notice of this Meeting was practicable.

View the Archived SEC’s Title III Crowdfunding Open Meeting Video:

https://www.sec.gov/news/openmeetings.shtml

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SEC to Vote on Final Rules for Title III Crowdfunding this Friday, October 30, 2015!

27 Oct

Title III Crowdfunding is over 3 1/2 years late, but the United States now sits on the cusp of what Pres. Obama called a “Game Changer” for entrepreneurs, startups and small businesses!

By Robert Hoskins

Washington, DC – According to Sherwood Neisss, Crowdfund Capital Advisors, “the SEC plans to vote this Friday, October 30th, on the final  Title III Crowdfunding Rules!

SEC to Vote on Final Rules for Title III Crowdfunding this Friday, October 30, 2015!

SEC to Vote on Final Rules for Title III Crowdfunding this Friday, October 30, 2015!

Woodie, Zak and I will never forget sitting in the Rose Garden of the White House and seeing President Obama sign the JOBS Act into law on April 5, 2012. There are many in our industry and in the traditional financial and legal communities that have said “Title III is dead” or “This will never happen.”

We have always believed in the inevitability of this day … and now it has arrived. On Friday, the SEC will prove them wrong. While we have at times been vocal critics of the slow speed of this process, we have always believed that this vote would happen and that crowdfunding for everyone would become law in the United States.

Friday will be a special day for us for 2 reasons. In January, 2011 we began our journey in Washington DC to do what everyone told us was impossible: to modernize 80-year-old securities laws about how private capital could be raised so that we could use the Web and social media to offer debt and equity securities to Americans.

5 years later, starting in early 2016, business owners in Eugene Oregon, Alexandria, Louisiana, Tarrytown, New York, Miami Florida or any other city or town in the United States will have the ability to raise capital from their families, customers and communities. Will all be successful in raising this money? No. But like in so many other things they will have a real opportunity to do so. That is all anyone asks for. A fair shot at their dream.

Thank you so much to ALL the people that were part of this massive effort in Washington DC (including Democrats, Republicans and Independents), across the United States and around the world for believing that this was a worthy cause and for working so hard to make it happen. The industry has been formed here in the United States and is ready to work responsibly with innovators and investors to create a transparent and efficient market.

This will also bring a great deal of curiosity by traditional investors, to a new sector of the global FinTech innovation that we have been curating and helping to build globally for the last 3 years. Asia, Latin America, Europe and the Middle East are all poised to embrace this new form of finance and we will continue investing and working in these regions to advance the global crowdfunding agenda.

Please let us know what you are working on and if there are ways for us to support your technology solutions, policy needs or connectivity to this fast moving market.”

Onward,

Jason and Woodie
Crowdfund Capital Advisors

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Robert Hoskins, a seasoned Front Page PR veteran provides more than twenty-five years of external communications, media relations, digital social media and SEO skills to Front Page PR’s crowdfunding PR and media relations service portfolio.
(512) 627-6622
@Crowdfunding_PR


Mr. Hoskins is a seasoned marketing veteran with a proven track record of helping entrepreneurs, startups, small businesses as well as Fortune 500 corporations launch successful marketing communications campaigns to gain market traction for a wide variety of products and services.
Hoskins is one of the crowdfunding industry’s foremost crowdfunding advocates and has amassed a huge social media following that is dedicated to supporting donation-, rewards- and equity-based crowdfunding campaigns. Due to the overwhelming demand from the general public for crowdfunding information, he empowers entrepreneurs with some of the internet’s most affordable ($20) online crowdfunding training classes, which provide insight to startups around the world on a 24 x 7 basis.
Hoskins adamantly believes that the crowdfunding industry will empower everyone in the United States to rediscover the possibility of living the American dream with a little hard work, a great business idea and the dedication to researching, planning and launching a well-thought-out crowdfunding campaign. He consults on a regular basis with crowdfunding campaign managers as well as crowdfunding sites, portals and platforms to deliver successful crowdfunding marketing campaigns.

Did you eat, drink, shower and sleep in a bed last night? Millions of Syrian parents/kids did not. Will you help them?

6 Oct

Please help Kickstarter raise money to support the Syrian War Refugees who didn’t do anything to deserve to lose their beds, homes, schools or their life

By Robert Hoskins

Click here to make a tax deductible Kickstarter donation to Syrian Refugee Camps – Millions of refugees didn’t eat at all last night, don’t have any fresh water to drink, haven’t showered in weeks, and slept with their families on the hard ground or sidewalk with no covers/no pillows and are waiting for somebody, somewhere to help them escape their desperate situation.

Regardless of who they are or where they come from, no human being deserves to live like this. Are you willing to help them?

If 1 out of every 500 people in the top 20 countries worldwide donated $100, it would generate more than $1 billion dollars worth of aid to people who literally have no hope that tomorrow might have even the smallest glimmer of light at the end of the tunnel.

In the last 24 hours, if you have enjoyed a warm meal, drank a cup of fresh water from your kitchen sink, took a hot shower, or slept a comfortable bed last night, please take a minute to think what it would be like for someone to take all this away from you overnight and force you to flee your home and country with nothing more than you could carry on your back.

You may not want to donate any money to the UN Refugee Agency Kickstarter Crowdfunding Campaign, but there is no excuse for not doing your part to help raise the awareness for these unfortunate people with very little hope for a better tomorrow and at least try to make a difference.

What if it was was your sons, daughters or grandchildren or YOU in these pictures? Would you think it was kind if someone walked up and handed you $20 bucks and said, please enjoy a hot meal on me, its the least that I can do to make a difference.

They might not be able to pay you back, but I bet their smile would be a worth a million bucks and a gold star in heaven.

Please take 5 minutes of your time to download a free copy of Buffer.com, hook up your Facebook, LinkedIn and Twitter accounts and then share at least 10 of the pictures below with your friends, family and business contacts on your social media networks.

Highlight the text and then right click on the image to share these images via Buffer:

The world must act to save a generation of traumatised, isolated and suffering Syrian children

The world must act to save a generation of traumatized, isolated and suffering Syrian children

Turkish gendarmerie stand near by the washed up body of a refugee child who drowned

Turkish gendarmerie stand near by the washed up body of a refugee child who drowned

A Syrian woman sits next to her children on a street sidewalk

A Syrian woman sits next to her children on a street sidewalk

A million children are now refugees from Syria crisis

A million children are now refugees from Syria crisis

More than 200,000 Syrian child refugees are to suffer a bitter winter of freezing temperatures

More than 200,000 Syrian child refugees are suffering in a bitter winter of freezing temperatures

Moments of resilience, courage and even joy visible on the faces of Syrian refugee children

Moments of resilience, courage and even joy visible on the faces of Syrian refugee children

A Syrian refugee boy practices taekwondo at the Zaatari refugee camp near Mafraq

A Syrian feeds his family in a refugee camp

About one million Syrians in this small Lebanon in addition to one million Palestinians.

About one million Syrians in this small Lebanon in addition to one million Palestinians.

Syrian refugee children learn to survive at a camp in north Lebanon.

Syrian refugee children learn to survive at a camp in north Lebanon.

Parents and aid workers fear that Syria's war threatens to create a lost generation of children.

Parents and aid workers fear that Syria’s war threatens to create a lost generation of children.

The world must act to save a generation of traumatised, isolated and suffering Syrian children

The world must act to save a generation of traumatized, isolated and suffering Syrian children

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Robert Hoskins, a seasoned Front Page PR veteran provides more than twenty-five years of external communications, media relations, digital social media and SEO skills to Front Page PR’s crowdfunding PR and media relations service portfolio.
(512) 627-6622
@Crowdfunding_PR


Mr. Hoskins is a seasoned marketing veteran with a proven track record of helping entrepreneurs, startups, small businesses as well as Fortune 500 corporations launch successful marketing communications campaigns to gain market traction for a wide variety of products and services.
Hoskins is one of the crowdfunding industry’s foremost crowdfunding advocates and has amassed a huge social media following that is dedicated to supporting donation-, rewards- and equity-based crowdfunding campaigns. Due to the overwhelming demand from the general public for crowdfunding information, he empowers entrepreneurs with some of the internet’s most affordable ($20) online crowdfunding training classes, which provide insight to startups around the world on a 24 x 7 basis.
Hoskins adamantly believes that the crowdfunding industry will empower everyone in the United States to rediscover the possibility of living the American dream with a little hard work, a great business idea and the dedication to researching, planning and launching a well-thought-out crowdfunding campaign. He consults on a regular basis with crowdfunding campaign managers as well as crowdfunding sites, portals and platforms to deliver successful crowdfunding marketing campaigns.

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