Crowdfunding Industry Petitions the SEC to Raise Title III, Regulation Crowdfunding (Reg. CF) Private Equity Fundraising Cap to $20 Million

Crowdfunding experts cite zero fraud; competent issuers have been able to raise serious capital from investors that believe in their products or services; and, retail investors, for the first time in recent history, now have a transparent, systematic way to invest in startups

Sherwood Neiss, Crowdfund Capital Advisors, testifies at the SEC

In a letter to the SEC dated July 19^th, the Regulation Crowdfunding (Reg CF) industry’s largest equity crowdfunding platforms and industry influencers provided data and analysis to support increasing the Regulation Crowdfunding cap to $20 million.

The letter comes after SEC Chairman Clayton said in a live chat with FINRA President and CEO Robert Cook, “I continue to worry that retail investors do not have access to as broad a slice of our capital markets as I would like them to have. Said another way, you have private capital and public capital. Retail investors can really only participate in the public capital, and to the extent private capital has become so robust, you’ve shrunk opportunities. That bothers me a bit. If that trend continues, a much more select group is participating in the growth of the economy.”

The following bullet points below and the following analysis is provided to support the increase in Reg. CF.

Since the launch of Regulation Crowdfunding:

• Over 1,000 companies have filed with the SEC to raise money on online platforms that are registered with FINRA to facilitate capital formation.
• Over $137M has been committed to these issuers. 95% ($130.4M) of that capital was funded and invested into 715 companies (68.5% success rate).
• These 715 companies are supporting 4,172 jobs and producing over $249 million n revenue.
• Issuers have filed in almost every state in the Union.
• Issuers have been funded in 80 industries, according to Morningstar’s Global Equity Classification Structure.

The fundraising cap should be adjusted because:

• There has been zero fraud, competent issuers have been able to raise serious capital from investors that believe in their products or services, and retail investors (for the first time in recent history) have a transparent, systematic way to back companies they believe in.
• Successfully funded companies are supporting and creating valuable jobs and providing substantial economic activity in a broad range of locally important industries all around the United States.
• The initial cap of $1 million was meant to be adjusted. Only once since the launch of Regulation Crowdfunding has this been adjusted and at the time only by $70,000. Such de minimus adjustments do not fully allow meritorious issuers to fully benefit from this new form of online finance nor expand the opportunity for issuers seeking to raise in excess of $1 million.
• The current $1 million level is now far below what startups and SMEs need for seed stage capital. May 2018 data indicates that the median sized funding round for Angel or Seed stage companies in the US is $2 million. This means that even for the smallest funding round the current limits do not allow an issuer to raise their entire round via Regulation Crowdfunding. This dramatically increases costs and time spent on raising capital by US businesses. This reduces the number of American innovators and job creators in the United States.
• While the “funding gap” that Regulation Crowdfunding was meant to address is filling the void. The funding “opportunity” really comes from those small/medium firms that are seeking to raise up to $20 million. Raising funds under $20 million has become increasingly challenging as Venture Capital/Private Equity has moved upstream over the past decade. Raising the cap will allow issuers that wish to utilize this form of online finance the ability to raise in excess of $1 million and tap their local investors without having to deal with the costly, time consuming process of either filing a full prospectus with the SEC or spending hundreds of thousands of dollars on a private offering.
• Many companies forego Regulation Crowdfunding in favor of Reg D, 506(c), because of the low Reg CF limit. This has the effect of reduced disclosure to investors, since Form D provides less information even than Form C. In addition, ordinary investors are cut out of some of the most attractive deals that have already attracted institutional funding, which seems unfair and counter to one of the goals of Reg CF.
• Both the United Kingdom and Germany have adjusted their caps to 8 million EUR (US$9.4 million). The United States should not be a follower, but instead a leader.

People are being asked to call their Senators and Representatives to ask them to support increasing the cap and helping small businesses access capital, create jobs and foster local innovation.

# # #

Robert Hoskins
(512) 627-6622
@Crowdfunding_PR

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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 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.

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RealtyeVest Offers Accredited Investors the Opportunity to Invest in Equity Crowdfunding Real Estate Investment Opportunities Starting as Low as $5,000 in the United States

RealtyeVest connects commercial and residential real estate owner-operators with investors through a simple, secure, and transparent digital dashboard to shop for high-yield investment opportunities

By Robert Hoskins

Jacksonville, Florida – RealtyeVest lowered their required minimum investment amount today to just $5,000 for all offerings on their real estate crowdfunding platform for accredited investors. Previous minimum investment amounts ranged from $15,000 to $50,000, depending on the real estate project. The new $5,000 threshold is intended to draw first-time investors to experience RealtyeVest’s high-caliber performance with a nominal financial commitment.

RealtyeVest Real Estate Equity Crowdfunding Investment Opportunity in Merrit Island, Florida

“We are seeing significant activity on our platform, however we feel there is a corner of the market we are not appealing to,” said Daniel Summers, RealtyeVest’s CEO. “So we are offering investors a taste of our service with a new lowered investment amount for all projects. Once they see the quick return on their investments, they will no doubt want to increase their contribution amounts.”

RealtyeVest Real Estate Equity Crowdfunding Investment Opportunity in Carriere, Mississippi

RealtyeVest connects commercial and residential real estate owner-operators with investors. Their one-stop platform, realtyevest.com, provides a simple, secure, and transparent digital dashboard for accredited investors to partake in exclusive high-yield investment opportunities. New investors can complete the simple accreditation process right on the RealtyeVest website and become accredited within approximately 24 hours.

“Our offerings generate returns ranging from 10 to 30 percent for our clients,” Summers stated. “Lowering the minimum investment amount will allow many more investors to experience the benefit of working with us.”

Mr. Summers has over 30 years of real estate finance experience. He is rapidly building RealtyeVest to the same magnitude he did with his former real estate investment firm Hastings Realty and Madison Realty Group, which he grew into a $1 Billion collection of office buildings and shopping centers.

Mr. Summers is a frequent participant on investment panels, speaks regularly at real estate and investment events, and hosts webinars about real estate investing.

RealtyeVest specializes in affordable housing and low-income community properties, as well as single family residential investments and commercial real estate rehabilitation projects. New projects are added to their platform weekly.

# # #

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 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 runs one of the industry’s foremost crowdfunding PR, social media and marketing agencies that has amassed a huge social media following and is dedicated to supporting a wide variety of donation, rewards and equity crowdfunding campaigns.

Crowdfund.Co Expands into Acquisition Financing with Crowdfunded Debt Offerings

Deal Capital Partners assists company and real estate owners in sourcing capital through Regulation D 506(c), Regulation D 506(b) and Regulation A+ offerings

 By Robert Hoskins

Seattle, Washington – Crowdfund.co, an equity crowdfunding website focused on middle market business finance for everything from real estate to technology, announces the launch of a newly-designed website and logo. In addition to the firm’s website changes, the firm also announces the expansion of service offerings that include debt crowdfunding for things like acquisition financing and recapitalization of privately-held businesses.

Deal Capital Partners assists company and real estate owners in sourcing capital through Regulation D 506(c), Regulation D 506(b) and Regulation A+ offerings

“We believe there are forms of crowdfunding, including debt crowdfunding, that are not being fully utilized,” says Carl Christensen, VP of Strategy. “The use of crowdfunding for private company debt is just one area where we feel businesses owners can take advantage of some of the new and expanded regulation for sourcing capital from accredited investors,” he says.

The firm is focused on real estate and privately-held businesses where gaps exist in the funding marketplace. While there are many sources for senior, subordinated and mezzanine debt options, there are very few that are sourced through crowdfunding. Crowdfund.co intends to expand its offering into more options that include debt financing for privately-held businesses.

Debt crowdfunding works as a mechanism for financing things that fall in the gap area of small business finance. Currently gaps still exist between Small Business Administration (SBA) loans and other traditional, small bank loans and the larger debt offerings for upper middle-market companies. “We intend on structuring deals so investors benefit by higher returns on their money and companies are better able to source the funding they need for growth and expansion capital,” says Christensen.

Crowdfund.co is a website owned and operated by Deal Capital Partners, LLC–a middle market capital advisory firm. The company works with entrepreneurs to assist in the process of raising growth equity with an eye toward a successful company exit. As a full service capital advisory firm, Deal Capital Partners assists company and real estate owners in sourcing capital through Regulation D 506(c), Regulation D 506(b) and Regulation A+ offerings.

# # #

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 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.

Park Place Communities Tapping Residential Real Estate Equity Crowdfunding to Finance Affordable Homes

The Company purchases existing mobile homes, renovates them and then resells them to qualified buyers using five-year amortized mortgages

By Robert Hoskins

Jacksonville, Florida – Park Place Communities (PPC) is raising up to $1 million in capital from accredited investors under SEC. Reg. D with as little as $1,000 to finance new large-scale affordable home projects.  The residential real estate company purchases existing mobile homes with funds raised through crowdfunding, renovates them and then sells them to qualified buyers using five-year amortized mortgages. The first round of financing will be used to renovate more than 125 units.

Park Place Communities Tapping Real Estate Equity Crowdfunding to Finance Affordable Homes

“The home buyer makes monthly payments for five years at 12-percent interest,” said Andrew Lanoie, Park Place Communities’ CEO. “This allows home buyers to purchase the mobile home for about the same monthly cost as renting an apartment.”

PPC is currently raising money via IHT Realty’s Real Estate Crowdfunding Portal. The real estate crowdfunding site helps individual sponsors raise capital for their acquisitions and will be assisting PPC’s customers in securing funds as it looks to expand its operations by acquiring an additional 15,000 to 20,000 mobile homes over the next few years.

“There is a huge demand for affordable housing right now and there are not enough parks to fill that void,” Lanoie said. “Right now, there are roughly 50,000 affordable housing parks in the United States.”

As the U.S. population continues to increase, the need for affordable housing will continue to rise. It’s simple supply and demand. In 2013, there were close to 2.3 million births added to the U.S. population, but less than 1 million new homes were constructed.

And with housing costs projected to rise by 5.4 percent from July 2016 to July 2017 — according to a study by CoreLogic Home Price Index — mobile homes are becoming a practical alternative.

“As the wage gap in the United States widens, there has been a shift towards lower paying jobs, which leads to an increase in demand for affordable housing,” Lanoie said.

According to the most recent report by the Social Security Administration, 36 percent of U.S. wage earners make less than $20,000 per year and 50 percent earn less than $30,000 per year.

“With 10,000 Baby Boomers retiring every day, 47 percent of which don’t have any retirement savings,  affordable houses are their last opportunity of home ownership,” said Dan Summers, IHT Realty’s, CEO.

PPC currently owns 13 affordable housing parks in eight states with nearly 1,000 total home pads.

The company is building a $1 million mortgage pool to issue fixed-rate mortgages to buyers. It is offering a debt investment opportunity secured by a first lien, which is also backed by a corporate guarantee with a 10 percent interest rate paid to investors.

“Mobile home parks are one of the most stable and predictable investments during a recession and recovery and contrary to popular belief, mobile homes are not really mobile,” Lanoie said. “It costs over $3,000 for a resident to move their home out of a park, which is the reason 98-percent of mobile homes will remain in the same location.”

IHT Realty Crowdfunding LLC offers investors the opportunity to capitalize on the demand for affordable residential and multifamily real estate properties across Northeast Florida.

# # #

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 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.

SEC Issues Progress Report on United States Title III Equity Crowdfunding Growth Rate

Approximately 163 separate offerings were filed by 156 issuers, seeking a total of approximately $18 million

By Robert Hoskins

Washington, DC – The SEC just released a white paper entitled, U.S. securities-based crowdfunding under Title III of the JOBS Act, which analyzes crowdfunded offerings during the first six months following May 16, 2016 when Title III, Regulation Crowdfunding become official. The SEC’s white paper, which was prepared for Scott Bauguess, the Acting Chief Economist and Acting Director of the Division of Economic and Risk Analysis (DERA), noted that the majority equity crowdfunding offerings to date have not utilized Regulation D as much as predicted.

Top 20 Title III Equity Crowdfunding Sites in U.S.

The white paper does go into great detail about five largest Title III crowdfunding portals based on the number of offerings, which accounted for 71% of the offerings launched during 2016.  The five largest Title III crowdfunding sites  also accounted for 64% of the total amount of funds raised. And while more 20 crowdfunding sites were listed, most of the offering activity was limited to 25% of active platforms in the Title III crowdfunding marketplace. And, if you ran the numbers for completed offerings, you would see that the top five largest intermediaries accounted for more than 90% of the market share.

The table below low shows the list of the Top Performing Title III Crowdfunding Portals sorted on the number of initiated offerings and then by the target amounts of the initiated offerings, excluding offerings withdrawn as of December 31, 2016.

Top 20 Title III Equity Crowdfunding Sites Ranked by Number of Offerings

 

Most Successful Types of Title III Equity Crowdfunding Campaigns

Many people want to know what the types of Title III crowdfunding campaigns were the most successful. Preferred Equity led the pack at 36%, followed bySimple Agreements for Future Equity at 26%, Debt at 20%, Units at 7%, Convertible Notes at 6% and Miscellaneous accounted for the remaining 5%, which included Revenue Sharing and Membership / LLC Interests.

Distribution of Title III Equity Crowdfunding Offerings

 

Top States for Launching Title III Equity Crowdfunding Campaigns

Another interesting way to look at growing crowdfunding industry is to examine what states launched the most successful Title III Equity Crowdfunding Campaigns.  In the table below you can see that California/Silicon Valley launched the most Title III crowdfunding campaigns, followed closely by Texas/Silicon Hills at 19%, New York at 14%, Massachusetts and Illinois tying at 9%, Delaware, Florida, New Jersey, Oregon, and Pennsylvania bringing up the back to the pack, all with 5%.

States with the Most Title III Equity Crowdfunding Campaigns

 

How Many Reg. D and Title IV, Reg. A+ Crowdfunding Offerings Result?

Because many industry experts have stated their concerns that the SEC’s decision to severely restrict the general solicitation guidelines with regards to advertising their crowdfunding deals to the masses of non-accredited investors, the white paper also took a close look at how many Title III Regulation Crowdfunding Campaigns had previously or subsequently conducted an offering under Regulation D or Regulation A.

As shown in the table below, as of January 15, 2017, approximately 15% of offerings initiated during 2016 (excluding withdrawn offerings) were by issuers that have also reported offerings under Regulation D either before or after the initial crowdfunding filing. And, approximately 3% of issuers have issued Regulation A+ filings as of January 15, 2017.

Among crowdfunding issuers, approximately 12.9% of offerings were by issuers that had filed the first Form D notice prior to the first crowdfunding filing and approximately 2.5% of offerings involved issuers that had filed a Form D notice after the first crowdfunding filing. For about 8.6% of offerings, excluding withdrawn crowdfunding offerings, a Form D filing was made within one calendar year before or after the initial crowdfunding filing. Consistent with their young age, the SEC determined that the majority of the crowdfunding issuers were more likely to be new startups rather than “fallen angels.”

Overall, these results suggest that crowdfunding is attracting issuers that have not extensively used other private offering exemptions, such as Regulation D, which is otherwise a very popular private offering exemption among similarly sized issuers as those initially availing themselves of the Crowdfunding market. The initial evidence is points to the fact that Title III, Regulation Crowdfunding is indeed providing a new source of capital for entrepreneurial and small businesses that may not otherwise have had access to capital through alternative capital raising channels.

Form D and Title IV, Reg A+ Equity Crowdfunding Offerings

 

The white paper also made a point of covering the following facts and figures.:

• There were 163 separate offerings by 156 issuers, seeking a total of approximately $18 million, excluding withdrawn offerings. The median offering amount was $53,000 and the average offering amount was approximately $110,000. However, almost all of the offerings accepted over-subscriptions up to a higher amount (typically close to $1 million) for a total amount of approximately $101 million.
• As of January 15, 2017, approximately $10 million in proceeds was raised in 33 offerings by issuers filing a Form C-U. The median amount raised in these offerings was $171,000 and the average amount raised was approximately $303,000.
• For offerings initiated in 2016, were withdrawn by issuers or associated with an intermediary whose FINRA membership was terminated and funding portal registration withdrawn. These offerings sought a total of approximately $2.3 million (approximately $19.5 million if over-subscriptions are included).
• Most of the offerings solicited in all states.
• The most popular type of security was equity, followed by “simple agreements for future equity” and debt.
• The most popular state of incorporation for issuers was Delaware and the most popular principal place of business for issuers was California.
• The median issuer had under $50,000 in assets, under $5,000 in cash, $10,000 in debt, no revenues, and three employees. Approximately 40% of the issuers reported positive revenue and approximately 9% of the issuers reported a net profit in the most recent fiscal year. Among the issuers that reported non-zero assets in the prior fiscal year, the median growth rate was approximately 15%.
• 21 intermediaries, including 13 funding portals and 8 broker-dealers, were involved in the offerings. As of December 31, 2016, funding portals have registered with the SEC and FINRA and one funding portal had its FINRA membership terminated and withdrew its SEC registration. The median intermediary percentage fee was 5%, and intermediaries took a financial interest in the issuer in approximately 16% of the offerings.

# # #

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 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.

New SEC Rules Allow Companies to Raise Up to $5 Million for Businesses Incorporated Out of State as well as from Investors Who Live Out of State

SEC Adopts New Securities Act Rule 147A and Changes to Reg D Rule 504 to Facilitate Intrastate and Regional Securities Offerings

 By Robert Hoskins

Washington, D.C. – The Securities and Exchange Commission today adopted final rules that modernize how companies can raise money to fund their businesses through intrastate and small offerings while maintaining investor protections.“These final rules, while continuing to provide investor protections, update and expand the capital raising avenues for smaller companies, allowing them to more fully take advantage of changes in technology and business practices,” said SEC Chair Mary Jo White.

“These final rules, while continuing to provide investor protections, update and expand the capital raising avenues for smaller companies, allowing them to more fully take advantage of changes in technology and business practices,” said SEC Chair Mary Jo White.

The final rules amend Securities Act Rule 147 to modernize the safe harbor under Section 3(a)(11) of the Securities Act, so issuers may continue to use state law exemptions that are conditioned upon compliance with both Section 3(a)(11) and Rule 147.  The final rules also establish a new intrastate offering exemption, Securities Act Rule 147A, that further accommodates offers accessible to out-of-state residents and companies that are incorporated or organized out-of-state.

To facilitate capital formation through regional offerings, the final rules amend Rule 504 of Regulation D under the Securities Act to increase the aggregate amount of securities that may be offered and sold from $1 million to $5 million.  The rules also apply bad actor disqualifications to Rule 504 offerings to provide additional investor protection, consistent with other rules in Regulation D.  In light of the changes to Rule 504, the final rules repeal Rule 505 of Regulation D.

Amended Rule 147 and new Rule 147A will be effective 150 days after publication in the Federal Register.  Amended Rule 504 will be effective 60 days after publication in the Federal Register.  The repeal of Rule 505 will be effective 180 days after publication in the Federal Register.

 

Highlights of the SEC Final Rules

New Rule 147A and Amendments to Rule 147

The adoption of new Rule 147A and the amendments to Securities Act Rule 147 would update and modernize the existing intrastate offering framework that permits companies to raise money from investors within their state without concurrently registering the offers and sales at the federal level.

Amended Rule 147 would remain a safe harbor under Section 3(a)(11) of the Securities Act, so that issuers may continue to use the rule for securities offerings relying on current state law exemptions.  New Rule 147A would be substantially identical to Rule 147 except that it would allow offers to be accessible to out-of-state residents and for companies to be incorporated or organized out-of-state.

Both new Rule 147A and amended Rule 147 would include the following provisions:

• A requirement that the issuer has its “principal place of business” in-state and satisfies at least one “doing business” requirement that would demonstrate the in-state nature of the issuer’s business
• A new “reasonable belief” standard for issuers to rely on in determining the residence of the purchaser at the time of the sale of securities
• A requirement that issuers obtain a written representation from each purchaser as to residency
• A limit on resales to persons residing within the state or territory of the offering for a period of six months from the date of the sale by the issuer to the purchaser
• An integration safe harbor that would include any prior offers or sales of securities by the issuer made under another provision, as well as certain subsequent offers or sales of securities by the issuer occurring after the completion of the offering
• Legend requirements to offerees and purchasers about the limits on resales

Amendments to Rule 504 and Repeal of Rule 505

Rule 504 of Regulation D is an exemption from registration under the Securities Act for offers and sales of up to $1 million of securities in a 12-month period, provided that the issuer is not an Exchange Act reporting company, investment company, or blank check company.  The rule also imposes certain conditions on the offers and sales, with limited exceptions made for offers and sales made in accordance with specified types of state registration provisions and exemptions.  The amendments to Rule 504 would retain the existing framework, while increasing 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 disqualifying certain bad actors from participation in Rule 504 offerings.  The final rules also would repeal Rule 505, which permits offerings of up to $5 million annually that must be sold solely to accredited investors or no more than 35 non-accredited investors.

The Commission adopted Rule 147 in 1974 as a safe harbor to a statutory intrastate exemption, Section 3(a)(11), which was included in the Securities Act upon its adoption in 1933.  Commenters, market participants and state regulators have indicated that the combined effect of the statutory limitation on offers to persons residing in the same state or territory as the issuer and the prescriptive eligibility requirements of Rule 147 limit the availability of the exemption for companies that would otherwise conduct intrastate offerings.

The $1 million aggregate offering limit in Rule 504 has been in place since 1988.

Effective Date

Amended Rule 147 and new Rule 147A would become effective 150 days after publication in the Federal Register.  Amended Rule 504 would become effective 60 days after publication in the Federal Register.  The repeal of Rule 505 would become effective 180 days after publication in the Federal Register.

# # #

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 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.

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

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?

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.

• A Guide to Title IV Reg A+ – White Paper
• IPO (Initial Public Offering) Guidebook – White Paper
• Managing Key Investors in IPOs (Initial Public Offerings) – White Paper
• Fatal Flaws in Selecting an IPO (Initial Public Offering) Underwriter Selection – White Paper

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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Building a Company Website with Great SEO Developing a Strong Social Media Following Generating Positive PR Articles in the Press Completing One Successful Crowdfunding Campaign Developing an Email Database of ~5k+ Customers Developing a Database of ~1k+ Potential Investors Developing a Customer Acquisition Program Growing Sales and Distribution Channels Raising a $20k Social Media and PR Budget Our Business is Ready to Launch Something Not Listed Here

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Robert Hoskins
(512) 627-6622
@Crowdfunding_PR

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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.

iFunding Raises $1,950,000 for Preferred Equity Investment for University of Florida

iFunding, a leading commercial real estate crowdfunding platform, raises $1,950,000 for a student housing apartment community in Gainesville, Florida

By Robert Hoskins

New York, New York – iFunding has raised $1,950,000 of preferred equity for a best-in-class student housing community in Gainesville, FL. The Sponsor is an innovative developer with a diverse US property portfolio. For this development, they secured a prime location proximate to both the University of Florida and the region’s leading retail center. 

iFunding has raised $1,950,000 of preferred equity for a best-in-class student housing community

The preferred equity investment is being made simultaneous with the property’s transition from construction to occupancy. This 600+ bed community outperformed lease-up expectations and was 99.2% pre-leased.

iFunding’s preferred equity is a participation with an institutional investor that has completed over $1 billion of transactions since 2010.

William Skelley, Founder & CEO of iFunding, observed, “As the iFunding community continues to expand its investor universe, we are thrilled to provide offerings that meet our investors preferences: multifamily assets with attractive yield and short-term duration. This capital raise not only meets those preferences, it’s a participation with an established commercial real estate family office.”

Innovational Funding LLC (“iFunding”) is one of the leading commercial real estate crowdfunding platform aggregating investor capital to provide equity and debt financing to owners, developers, and fund managers by leveraging relationships, technology and a full-service online platform. Accredited investors and institutions can register on our website to review our curated online investment marketplace, which includes investment positions in all asset classes and throughout the capital stack.

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What New Title III Investors Should Be Trying to Learn Before Making Their First Crowdfunding Investment

Whether You Are One of the 188 Million New Non-Accredited Investors or a Small Startup or Existing Business that Wants to Learn More about Issuing a Title III or Title IV Reg. A+ Equity Crowdfunding Campaign You Should Read through All of the Information Below

By Robert Hoskins

Austin, Texas (May 2, 2016) – The best way to educate yourself on the Title III investment/investing marketplace is to perform a thorough competitive analysis on all of the Top Equity Crowdfunding Sites and/or the Top Reg. A+ Equity Crowdfunding Sites in the United States, the United Kingdom and Israel, which is where most of the top crowdfunding platforms are based.

A Crowdfunding Guide to Risks, Returns, Regulations, Funding Portals, Due Diligence, and Deal Terms

Our Top 100 Crowdfunding Lists are based on website traffic, which should be a first step in determining how many eyes are being delivered by every site.  This will highlight how many crowdfunding campaigns are being launched as well as how many investors are visiting the equity crowdfunding site on a monthly basis.

There has been a great deal of content generated that covers that the Title III Equity Crowdfunding rules that will begin on May 16, 2016 so I will skip repeating the basic information. Up until the past 12-months not much has been written about how to evaluate the up an coming Title III equity crowdfunding deals.

So the purpose of this article is provide lots or relevant documentation that has been written by leading university legal departments and law firms that will soon be guiding investors and issuers through the process of issuing Title III and Title IV Reg. A+ equity crowdfunding securities.

Great Equity Crowdfunding Research Articles:

1. The Coming ‘Transformation’ in Private Capital Markets – This article provides a really good overview of the equity crowdfunding industry to date.

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2. Duke Law School – The Social Network and the Crowdfund Act: Zuckerberg, Saverin, and Venture Capitalists’ Dilution of the Crowd – This provides really good a good overview of how to avoid stock holder dilution and making sure that early stockholders are included fair and justly in every exit strategy. It also provides examples of how Zuckerberg diluted one of his business partners right out of the Facebook fortune.

TABLE OF CONTENTS

1. CROWDFUNDING OVERVIEW
   A. The Five Models of Crowdfunding
   B. Examples of Crowdfunding
   C. The Transformative Power of Crowdfunding
2. POLITICAL INFLUENCES
   A. Securities-Law Prohibitions on Crowdfunding
   B. Democratic Push for Crowdfunding
   C. Crowdfunding under the JOBS Act
3. THEORETICAL TENSIONS
   A. Paternalistic Impulses: The Rule 504 Lesson
   B. Securities Regulation: Disclosure vs. Merit Review
4. VENTURE CAPITALIST ELITES AND THE MASSES
   A. Vertical and Horizontal Risks
   B. Downside and Upside Risks
   1. Financing Rounds, Exits, and Protecting Crowdfunders

a. Price-Based Anti-Dilution Protection
b. Shares-Based Anti-Dilution Protection
c. Tag-Along Rights
d. Preemptive Rights

5. QUALITATIVE PROTECTIONS FOR CROWDFUNDERS

A. Contractual Provisions
B. Venture Capital–Deal-Terms Disclosure Table
C. Congressional and Regulatory Action

CONCLUSION

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3. Harvard Business Law Review – Equity Crowdfunding: The Real and the Illusory Exemption – This document has a good section that discusses investment syndicates and why novice investors should follow lead angel investors until they get the hang of assessing crowdfunding securities risk.

TABLE OF CONTENTS INTRODUCTION

I. BACKGROUND

A. An introduction to crowdfunding
B. The rationale for a new exemption
C. The legislative history of the retail crowdfunding exemption
D. The quiet compromise

II. TWO CROWDFUNDING EXEMPTIONS COMPARED

A. Affordability in small offerings
B. Access to potential investors
C. Investor protection
D. Summary and implications

III. AN INCENTIVES-BASED THEORY OF INVESTOR PROTECTION

A. The public theory and retail crowdfunding
B. The private theory and accredited crowdfunding
C. A theory to describe the spectrum

IV. ASSESSING POTENTIAL SEC ACTION

A. Pooled investments managed by a lead investor
B. Public company regulation
C. Verification
D. Liquidity risk
E. Integration and aggregation
F. Substantial compliance
G. The accredited investor definition

V. RECOMMENDATIONS

A. Strengthen accredited investor bargaining power
B. Encourage retail investors to piggyback
C. Harmonize the resale and substantial compliance rules
D. Generate empirical data and conduct a special study

CONCLUSION

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4. David M. Freedman and Matthew R. Nutting – Equity Crowdfunding for Investors: A Guide to Risks, Returns, Regulations, Funding Portals, Due Diligence, and Deal Terms, which I have not read, but the following paragraph descriptions definitely look worth reading while learning the the Title III equity crowdfunding securities investment process.

Preface: The New Angel Investors

In 1977, Mike Markkula became the first angel investor in Apple Computer. His $80,000 stake in Apple grew into about $200 million when the company went public three years later. Few opportunities can generate personal wealth as profoundly as being a founder or early investor in a startup that achieves that sort of grand success. Before 2012, however, angel investing was strictly limited to wealthy and extremely well connected people. Thanks to Title III of the JOBS Act of 2012, tens of millions of average investors will, for the first time in several decades, have an opportunity to invest in growing startups and early-stage companies via equity crowdfunding portals. This book covers not only Title III crowdfunding, but Regulation D offering platforms and intrastate securities exemptions (in at least 18 states) as well.

Chapter 1: The Foundations of Online Crowdfunding

Internet crowdfunding gained traction around 2003, starting with rewards-based platforms like ArtistShare, Kickstarter, and Indiegogo. They were followed by donation-based platforms like GoFundMe. Securities (debt- and equity-based) offering platforms launched around 2011 in the United States. Equity offering platforms were still open to accredited investors only, however. The JOBS (Jumpstart Our Business Startups) Act of 2012 legalized a new form of equity crowdfunding for all investors regardless of income or net worth. This chapter clarifies the differences between the various kinds of crowdfunding and provides lessons for investors about risk, reward, fraud prevention, and the wisdom of the crowd.

Chapter 2: Equity Offerings under Reg. D

Starting in 2011 in the United States, startups and early-stage companies began offering securities to accredited investors through Web-based offering platforms, under Rule 506 of Regulation D. Issuers could raise an unlimited amount of equity capital via Reg D platforms. Title II of the JOBS Act of 2012 lifted the ban on general solicitation for offerings made under new Rule 506(c). We profile two pioneers in Reg D offering platforms: MicroVentures (focusing on tech startups) and CircleUp (focusing on earlystage consumer products and retail companies).

Chapter 3: Equity Crowdfunding for All Investors

Title III of the JOBS Act of 2012 created a legal framework for equity crowdfunding, whereby all investors (not just wealthy “accredited” investors) can buy securities issued by startups and early-stage companies. The regulations limit the amount of money investors can invest in equity crowdfunding offerings each year, based on their income and/or net worth.

Chapter 4: Intrastate Crowdfunding, Non-accredited Investors

At least a dozen states got a jumpstart on equity crowdfunding, using the “intrastate exemption” to initiate regulatory frameworks for in-state equity crowdfunding. Georgia was the first U.S. state in which an equity crowdfunding portal successfully funded a startup with participation of non-accredited investors.

Chapter 5: Deal Flow

What kinds of companies will offer equity shares on Title III crowdfunding portals? Will they really have high growth potential and be worth investing in? Will there be a big enough supply of offerings to meet the demand of tens of millions of new angel investors? In this chapter we forecast what kinds of companies— in terms of industry, development stage, growth potential, and other characteristics—will represent the most attractive Title III deals for all (including non-accredited) investors.

Chapter 6: Angel Investors

In depth, we discuss the benefits, returns, costs, and risks of investing in startups and early-stage companies via equity crowdfunding. The possibility of earning spectacular return on investment (even if not very likely) is one attraction of angel investing. We discuss how the emergence of equity crowdfunding creates a new class of angel investors, with some of the same motives and benefits as traditional angels but some new ones, too—especially social benefits.

Chapter 7:  How to Navigate through Title III Offerings

This chapter offers a glimpse behind the scenes of equity crowdfunding portals—how they are regulated, the difference between “funding portals” and broker-dealer platforms, how they decide whether to approve or reject issuers’ applications, how investors communicate with each other, and using an investor dashboard.

Chapter 8: How to Invest, Part 1: Portfolio Strategy

A three- to five-year plan for building an equity crowdfunding portfolio Investing in private securities, including Title III offerings, is one way to diversify your investment portfolio. This chapter helps you decide what percentage of your portfolio assets should be devoted to “non-correlated” alternative assets like Title III offerings; identify your primary motives for investing in startups and early-stage companies so you can narrow down the kinds of offerings that you consider; create an equity crowdfunding budget, pinpointing the amount of money that you can invest each year over three to five years; and build a diversified equity crowdfunding portfolio.

Chapter 9: How to Invest, Part 2: Identify Suitable Offerings

How narrow down your choice of Title III offerings, based on your selection criteria—the first of which is identifying your social, personal, and/or financial motivation for investing in startups and early-stage companies.

Chapter 10: Equity Crowdfunding Securities

Title III equity offerings are predominantly C corporation stock, limited liability company membership units, and convertible debt. This chapter covers the fundamentals of each of those securities (including both common and preferred stock), and their advantages and drawbacks for both issuers and investors.

Chapter 11: Deal Terms

We provide concise explanations of the terms of private securities deals, in four categories: economic terms (like price per share, minimum investment, fully diluted valuation, etc.); control terms (protective provisions, veto power, etc.); terms relating to liquidity events and future financing (liquidation preferences, anti-dilution provisions); and other terms (conversion rights, dividends, redemption rights, right of first refusal, etc.).

Chapter 12: How to Invest, Part 3: Due Diligence

How to research an issuer’s management team, financial reports, revenue projections, business strategy, regulatory compliance, and other key indicators. You have the option of conducting due diligence independently, relying on a sophisticated “lead investor,” hiring a professional adviser, and/or collaborating with members of the crowd through on-platform discussions and Q&A forums.

Chapter 13: How to Invest, Part 4: Funding and Post-funding

We talk about the on-platform investment transaction, your rights and obligations as a shareholder, and how to monitor and manage your equity crowdfunding portfolio.

Chapter 14: Liquidity and Secondary Markets

Equity crowdfunding securities are relatively illiquid, especially in the first 12 months that you hold the investment. Secondary markets will probably develop over the next few years to provide liquidity to Title III securities. We look back at how secondary markets developed for accredited investors in the past 10 years, and project how they might develop for all investors in the near future.

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5. Charting a New Revolution in Equity Crowdfunding: The Rise of State Crowdfunding Regimes in the Response to the Inadequacy of the Title III JOBS Act – Good analysis of intrastate crowdfunding exemptions.

6. The Next British Invasion is Securities Crowdfunding: How Issuing Non-Registered Securities through the Crowd Can Succeed in the United States – Good analysis of equity crowdfunding in the U.K.

7. Breaking New Ground: The Americas Alternative Finance Benchmarking Report – Research report on peer to peer lending, another form of alternative finance.

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(512) 627-6622
@Crowdfunding_PR

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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.

Crowdfunding PR Seeks Equity-based and Rewards-based Crowdfunding Sites to Add to Its Top 100 Crowdfunding List

Add Your Site to Our 2016 Top 100 List

Do you know of a new crowdfunding site that has been launched in the last 12 to 24 months? If so, we want to know the company name and what URL we should review for our Top 100 Crowdfunding Sites list.

Either follow us on Twitter @Crowdfunding_PR or connect with us on Linkedin at https://www.linkedin.com/in/roberthoskins and then share the information you’d like to add to any of our lists.

Is your crowdfunding site listed?

• 2015 Top 100 Crowdfunding Sites
• Top 10 Equity Crowdfunding Sites
• Top 10 Real Estate Crowdfunding Sites
• Top 10 Rewards/Perks Crowdfunding
• Top 10 Donation Crowdfunding Sites
• Top 10 Texas Crowdfunding Sites
• Top 10 College/University Crowdfunding Sites

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