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Is Title IV Reg A+ Equity Crowdfunding the Right Fundraising Tool for Your Growing Business?

21 Sep

A Checklist of Goals for Businesses Considering Raising Money with a Title IV Reg A+ Crowdfunding Campaign

By Robert Hoskins

Is Title IV, Reg. A+ Equity Crowdfunding the Right Fundraising Tool for Your Growing Business?

Is Title IV Reg A+ Equity Crowdfunding the Right Fundraising Tool?

Austin, Texas – Trying to figure out if Title IV Reg A+ Equity Crowdfunding is the right fundraising tool to help your company move to the next level? Most people consider Reg A+ to be one step below issuing an IPO (Initial Public Offering) at a fraction of what it usually costs, thus it is also known as a Mini-IPO.

Most financial analysts consider existing businesses with several years of operations and generating significant revenue from multiple product/service lines to be the best candidates to launch a Reg A+ crowdfunding campaign. Smaller investment bookrunners will argue that even startups and small businesses are good targets to raise money using Reg A+, especially if they have goal of going public in 18-to-24 months based on certain revenue milestones.

Top Title IV Reg A+ Crowdfunding Questions:

  1. Do you have a strong management team?
  2. Do your founders or investors have any “Star Power?”
  3. Do you need to raise more than $1 million?
  4. Have you developed an effective 30-second elevator pitch?
  5. Have you developed a 3-minute crowdfunding pitch video with a strong call-to-action?
  6. Have you developed a “Pitch Book” for investors?
  7. Do you have a lead investor of $25k+ or more?
  8. Have you raised at least $100,000+ or more from prior investments?
  9. Is your business growing at 20% or more month over month?
  10. Have you generated at least $100,000+ of lifetime revenue?
  11. Is your business projecting  2x to 3x year-on-year profit growth?
  12. Can you provide investors with a 3x to 10x ROI over the next 3 to 5 years?
  13. Is your market valuation worth $5 million or more?
  14. Is your market capitalization realistic from a VC’s point of view?
  15. Have you run a successful rewards/perks-based crowdfunding campaign?
  16. Do you have a database of at least 5,000+ customer email accounts?
  17. Do you have a database of at least 1,000+ investor email accounts?
  18. Have you generated at least 3 or more press articles in the trade press?
  19. Do you have a $20,000 or more for a advertising/crowdfunding PR budget?
  20. Do you have a strong LinkedIn resume and a large social media following on Facebook and Twitter?

If you cannot answer “yes” to the majority of these questions, then your business may not be ready to launch a Reg A+ equity crowdfunding campaign. These are many of the milestones that private equity investors and venture capitalists like see in a pitch deck to make your company worth serious consideration for a seed stage or private equity investment. If not, use this list to set some goals and objectives for your business and work hard to achieve them.

Title IV Reg A+ vs. IPO

If you think you are serious about issuing a Reg A+ offering, it would be wise to read through the following white papers on Title IV Reg A+ vs. IPOs. Learning how a bookrunner works with various investment banks, institutional investors, venture capital and private equity firms can provide valuable insight into how Wall Street has been raising money for startups for the past 100 years.

The white papers will also provide key insights into how much money it will cost as well as the actual fundraising process including what it takes to put together a “Pitch Book” and how to market it via “Dog and Pony” investment road shows. The key to raising for a company’s management team to travel from city to city meeting with potential investors to pitch Reg A+ investment opportunities.

Title IV Reg A+ Background

The SEC has previously stated that the primary purpose in adopting Reg A+ was to provide a simple and relatively inexpensive procedure for small business use in raising limited amounts of needed capital. Reg A+ issuers submit a paper-based offering statement to the SEC; this offering statement is essentially an abbreviated version of an IPO prospectus and it must be “qualified,” or cleared, by the SEC and delivered to prospective purchasers.

In addition to SEC review, Reg A+ offerings have traditionally been subject to review under state securities laws (also known as “Blue Sky” laws). In comparison, a traditional registered IPO listed on a national exchange is exempt from Blue Sky requirements. Securities sold in a Reg A+ offering are freely transferable in the secondary market, though Reg A+ issuers are not subject to Exchange Act reporting requirements.

Title IV Reg A+ as Outlined by 2012 JOBS Act

Title IV of the 2012 JOBS Act directed the SEC to expand Reg A to exempt offerings of up to $50 million in equity, debt or convertible securities. The law mandated that issuers relying on this new exemption would be required to file audited financial statements with the SEC on an annual basis.

However, without infrastructure currently in place for A+ securities to trade on national exchanges, lawmakers left it within the purview of the SEC to settle the state jurisdiction question by establishing the definition for “qualified purchaser” in the rulemaking process.

The 2nd Tier of Title IV Reg A+ Offerings

The SEC’s final rule was adopted on March 25, 2015, and became effective during the summer of 2015. In the rule, the SEC expanded Regulation A into two tiers: Tier 1 for offerings of up to $20 million and Tier 2 for offerings up to $50 million.

By removing key procedural obstacles and introducing common-sense investor protections, this new Reg A+ framework creates a viable capital-raising alternative for issuers that want to remain independent and innovative. Below are some of the key provisions included in the SEC’s Reg A+ rule:

  • Testing the waters: Issuers may solicit interest in a potential offering with the general public, either before or after the filing of the offering statement.
  • Blue Sky: Offerings made under Tier 2 are generally exempt from state securities law registration and qualification requirements. And while Tier 1 offerings would still be subject to state Blue Sky regulations, the states’ new Coordinated Review process has dramatically reduced the burdens associated with this process.
  • Offering Circular: Issuers can confidentially file statements for SEC qualification. Offering circular must include audited financial statements and balance sheets for the two most recently completed fiscal year ends. The Offering Circular format is narrative disclosure, similar to what is required from smaller reporting companies in a prospectus, but more limited in certain respects.
  • Proceeds: For Tier 2 offerings, there is an annual offering limit of up to $50 million in equity, debt or convertible securities, including no more than $15 million from selling security holders. For Tier 1 offerings, the annual limit is $20 million, with not more than $6 million from selling security holders preceded or accompanied by a preliminary offering circular.
  • Transferability/Liquidity for Investors: Securities sold in these offerings are not “restricted securities” under the Securities Act, and thus are freely tradable in the secondary market.
  • Ongoing Reporting: Issuers that conduct a Tier 2 offering must electronically file annual and semiannual reports with the SEC, but those who conduct Tier 1 offerings generally have no ongoing reporting obligations.

Are Title IV Reg A+ Shares More Liquid?

Securities offered under Reg A+ are freely tradable, which makes them more valuable to employees, investors and founders.  This is beneficial for investors but also for issuer constituents, who may be early investors or insiders, seeking liquidity.  The issuers’ choice of venue is mostly to do with the size of the offering and the company’s market capitalization.

Need Help Preparing a Title IV Reg A+ Offering?

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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.
Robert Hoskins
(512) 627-6622
@Crowdfunding_PR


Mr. Robert 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.
On a regular basis, Mr. Hoskins consults on a regular basis with crowdfunding campaign managers as well as crowdfunding sites, portals and platforms to deliver successful crowdfunding marketing campaigns.
Google search “Robert Hoskins Crowdfunding” to see why Mr. Hoskins is considered one of the industry’s foremost crowdfunding experts that has amassed a huge social media following, which is dedicated to supporting donation-, rewards- and equity-based crowdfunding campaigns.
In addition, due to the overwhelming demand from the general public for information on crowdfunding, he empowers entrepreneurs, startups and existing businesses with the internet’s most affordable crowdfunding training classes, which provide insight to startups around the world on a 24 x 7 basis.

SEC Approves Regulation A+ Rules under Title IV of the JOBS Act that Pre-empts State Law and Paves the Way for Selling Up to $50 Million of Equity Crowdfunding Securities to Unaccredited Investors

25 Mar

There are no general solicitation restrictions so companies can freely advertise, market and publicize offerings at demo days, trade shows, mass media and via social media networks

 By Robert Hoskins

Washington, D.C. – The Securities and Exchange Commission adopted final rules unanimously to facilitate smaller companies’ access to capital.  The new rules provide investors with more investment choices.The new rules update and expand Title IV Regulation A+, an existing exemption from registration for smaller issuers of securities.

SEC Approves Regulation A+ Rules under Title IV of the JOBS Act

SEC Approves Regulation A+ Rules under Title IV of the JOBS Act

The rules are mandated by Title IV of the Jumpstart Our Business Startups (JOBS) Act.The updated exemption will enable smaller companies to offer and sell up to $50 million of securities in a 12-month period, subject to eligibility, disclosure and reporting requirements.

“These new rules provide an effective, workable path to raising capital that also provides strong investor protections,” said SEC Chair Mary Jo White.  “It is important for the Commission to continue to look for ways that our rules can facilitate capital-raising by smaller companies.”

The final rules, often referred to as Regulation A+, provide for two tiers of equity crowdfunding securities offerings:

  • Tier 1:  Offerings of securities of up to $20 million in a 12-month period, with not more than $6 million in offers by selling security-holders that are affiliates of the issuer; and
  • Tier 2: Offerings of securities of up to $50 million in a 12-month period, with not more than $15 million in offers by selling security-holders that are affiliates of the issuer.

Both Tiers are subject to certain basic requirements while Tier 2 offerings are also subject to additional disclosure and ongoing reporting requirements.

The final rules also provide for the preemption of state securities law registration and qualification requirements for securities offered or sold to “qualified purchasers” in Tier 2 offerings.

Tier 1 offerings will be subject to federal and state registration and qualification requirements, and issuers may take advantage of the coordinated review program developed by the North American Securities Administrators Association (NASAA).

The rules will be effective 60 days after publication in the Federal Register.

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Setting Up a New College – University Equity Investment Crowdfunding Site to Take Advantage of the Growing U.S. Investor Network Suffering from a Lack of Deal Flow

14 Mar

Schools that Launch Equity Crowdfunding Sites Now Will Learn How to Market Investment Opportunities to Accredited Investors and Get a Head Start on the Vast Amount of Money that Will Flood the U.S. when the SEC Finally Approves Title III Crowdfunding Guidelines

By Robert Hoskins

Investor Surplus, Deal Flow Shortage

Believe it or not, there is a growing surplus of angel investors, accredited investors and venture capitalists that have the money to invest in new startups, but cannot find enough good deals being circulated by entrepreneurs and startups that need investment startup capital.  

A recent member of the San Francisco Angel Group member recently said that there many startups in San Francisco currently receiving seed investment that really are not worthy of seed investment capital, but are getting lucky because there is a surplus of money and a shortage of good deals. 

The good news is that college and universities can now take advantage of a new rule passed as a part of the JOBS Act, which approved something known as General Solicitation. For the past 80 years it has been illegal to advertise or market private equity deals to the general public, but that ban has been lifted. 

In November 2014, a new SEC rule was passed that makes it possible to advertise private placement memorandums (PPMs) to approximately 8.7 million accredited investors throughout the United States and abroad.  This is great news because only about 3% of all accredited investors are active angel investors. This means that 97%  of this group has never been approached by startups seeking investment capital. 

This means that any school can setup an equity crowdfunding platform and start marketing their local community’s entrepreneur and startup business plans to a nationwide or global network of accredited investors.  Once a platform is setup, investors with the right credentials can search through the platform’s online equity investment opportunities on a 24x 7 basis.

And then, hopefully in October 2015, the SEC also will pass the final rules that open up Title III equity crowdfunding to every adult in the United States who is 18 years or older. When that happens, the same equity crowdfunding site will have the ability market deals to every adult in America or approximately 180 million new investors.  Take that with a grain of salt because the new Title III rules are three years overdue, but if they do make it to the Federal Registry there will be flood of money seeking great business plans and startups who need startup capital.

In order to leverage the growing pool of accredited investors now, colleges and universities should begin the process of setting up a streamlined equity crowdfunding ecosystem as soon as possible. It will open up schools to a nationwide and/or global network of angel investors now and help them get a head start on the vast amount of money that will flood the marketplace when the SEC finally approves the Title III crowdfunding guidelines.

Learn more about crowdfunding:

 

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Want to learn more about setting up an equity crowdfunding platform?

Please fill out this form to get start:

Paid Mentorship Management Consulting Fees Can Help Fund College University Incubator and Accelerator Programs

14 Mar

Allowing Mentors to Earn Revenue while Colleges/Universities Collect a Commission for Facilitating the Knowledge Transfer is Great Way to Bring Leading Expertise to Remote Areas

By Robert Hoskins

Paid Mentor Management Consulting Fees

Another option for schools to generate funding is to create a management consulting practice in tandem with college and university incubators and accelerators. Many sources of mentorship can be attracted by allowing the subject matter experts to generate revenue by providing mentoring services for a consulting fee. 

Incubators/accelerators could take a 15% commission out of the consulting fee to add monthly recurring revenue to their incubator and accelerator programs. Payments for services can be paid in cash and/or might include an option to purchase equity shares in the first class of equity shares being offered during the seed fundraising round.

Using this strategy, schools with video conferencing capabilities can tap into talent on a worldwide basis. Using teleconferencing and distance learning applications schools can access the world’s leading entrepreneurs, venture capitalists, and private equity investors, even in remote locations.

A single community college might not able to afford a speaking engagement with Guy Kawasaki, Elon Musk or Richard Branson, but working with numerous community colleges in any given state they could launch a rewards-based crowdfunding campaign to solicit enough cash to pay for an event that could be broadcast to a network of participating schools.  These single session tutorials, mentoring sessions or consulting engagements could be setup in a very similar manner to the very popular TedX talks.

Other sources of revenue can be earned by hosting conferences, trade shows, pitching competitions and/or training classes.

Learn more about crowdfunding:

 

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Want to learn more about setting up a college/university crowdfunding ecosystem?

Please fill out this form to get started:

 

Utilizing Equity Crowdfunding Campaigns to Cross Pollinate College Education with the Opportunity to Launch Real World Startups and Conduct Equity Fundraising Campaigns

13 Mar

Providing students with a way to contribute their skills to a steady stream of equity crowdfunding campaigns is a great way to gain valuable industry experience and make money

By Robert Hoskins

Real World Benefits of Equity Crowdfunding Campaigns

Depending on the strength of their various colleges, equity crowdfunding programs can help universities begin to leverage the resources from each college and begin to cross pollinate equity crowdfunding campaigns by harnessing the strength of the entire student body.  

Providing students with a way to contribute their skills to a steady stream of equity crowdfunding campaigns would be a great way for them to gain valuable industry experience while earning a college degree.

Instead of working in non-paid internships performing menial tasks, students can invest their time and sweat equity in real world startups by helping startups work their way through the seed investment raising process.  Getting paid with equity shares versus the opportunity to add one line-item bullet point to their resume is a much more attractive option for students worried about paying off their college tuition.

By providing any of the following services below to crowdfunding campaigns, students would benefit from the opportunity to practice their intended field of study as well as enjoy the potential payoff by aggressively seeking risk, innovation and entrepreneurship opportunities.  As a part of the mentoring process students and faculty could setup a management consulting firm that specializes in equity crowdfunding campaigns. 

  • Research & Development
    • Recognition for discoveries made at the institution
    • Compliance with federal regulations
    • Attraction and retention of talented faculty
    • Attraction of corporate research sponsors
  • Business Administration
    • Accounting/Audits
    • Finance
    • Business Planning
    • Investor Relations
  • Computer Science
    • Ecommerce
    • Social Media
    • Programmers/Coders
  • Law School
    • Private Placement Memorandums
    • Intellectual Property Protection
    • Copyrights/Patents
    • Legal Contracts
    • Corporate Structures
    • Licensing revenue to support further research and education
    • Technology Transfer Offices
  • Mass Communications
    • Advertising
    • Film/Broadcast
    • Journalism
    • Marketing
    • Mass Communications
    • PR
    • Social Media

Learn more about crowdfunding:

 

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Think about launching an Equity Crowdfunding Site?

Please fill out this form to get started:

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