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.

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GoldStar Trust Unveils CrowdPay.com Texas Crowdfunding Escrow and Payment Service APIs for Texas Crowdfunding Portals (TCPs) to Meet Texas State Securities Board Filing Requirements

GoldStar Trust  made the announcement to a packed auditorium at the Round Rock Texas State University full of crowdfunding advocates seeking to raise up to $1 million per year for new startups

By Robert Hoskins

Amarillo, Texas – The new equity crowdfunding rules from the Texas State Securities Board (TSSB) allow online ecommerce sites, also known as Texas crowdfunding portals, to market private placement memorandums (PPMs) from entrepreneurs, startups and existing businesses seeking funds to expand their operations throughout Texas. Instead of raising large sums of cash from a few Angel Investors or Venture Capitalists, any Texas-based business can now raise money utilizing a Texas crowdfunding site to market and sell equity shares to more than 20 million non-accredited Texas investors who are Texas residents.

CrowdPay.com by GoldStar Trust Company is the only Texas Bank Equity Crowdfunding Escrow Account Service

For the first time in 80 years, any Texan 18 years or older can now invest up to $5,000 in multiple companies per year. This means any Texas-based business can now raise up to $1 million per year from hundreds to millions of Texas hobby investors and/or micro venture capitalists as well as traditional accredited investors nationwide.

For example, high-technology companies selling leading-edge wearable gadgets, smart phone apps, video games, social media management, or smart cooking appliances that set a minimum price of $500 per share can sell up to 2,000 private equity shares for a small percentage of the company’s ownership to raise $1 million of startup venture capital.

Unlike well-known, rewards-based crowdfunding sites such as GoFundMe, IndieGoGo or Kickstarter, where Crowdfunders are raising money over long 30-, 45- or 60-day campaigns, equity crowdfunding sites will be able to raise large amounts of money in a matter of hours via email blasts directing investors to online investment profiles.

“When an equity crowdfunding PPM is posted, every investor signed up on the crowdfunding portal via CrowdPay’s automated Application Programming Interface (API) will be able to fund an investment account and invest in the offering,” said Josh Duckworth, GoldStar Trust’s Director of Marketing.  “Similar to the way shares are sold during an Initial Public Offering (IPO), CrowdPay will allow investors to buy online with an electronic transfer or self-directed IRA. This requires a massive amount of processing power, stringent security and the ability to fulfill hundreds, even thousands of financial transactions automatically, which is why we branded it CrowdPay.”

Shifting the power from exclusive groups of Angel Investors and Venture Capitalists that refuse about 95% of the deals they are pitched, equity crowdfunding sites allow Issuers to market their PPMs directly to a potential audience of 20 million investors who can search equity crowdfunding sites or set automated email alerts by subject matter, product category or vertical business segment. Investors, however, must be registered with one or more of the top Texas crowdfunding sites in order to participate and to receive the confidential financial details and disclosure information associated with each PPM deal.

Any Texas-based business can open an equity crowdfunding portal by filing a Texas Crowdfunding Portal application form with the TSSB. Colleges, universities, incubators, accelerators, SBDC, chambers of commerce, magazines, industry trade associations, franchises, solar energy farms, co-operatives or any other large business organization with thousands of members who want to invest in startups and businesses as a crowd to create economic development and stimulate jobs is/are a good candidate to open an online Texas crowdfunding portal.

To setup a crowdfunding portal in Houston, the Woodlands, Sugarland, Dallas, Plano, Richardson, Irving, Fort Worth, Arlington, Hurst, Euless, Bedford, San Antonio, San Marcos, Austin, Round Rock, McAllen, Edinburg, Mission, El Paso, Killeen, Temple, Corpus Christi, Brownsville, Harlingen, Beaumont, Port Arthur, Lubbock, Laredo, Amarillo, Waco, College Station, Bryan, Longview, Tyler, Abilene, Wichita Falls, Midland, Odessa, Sherman, Dennison, San Angelo, Victoria, Texarkana and any other city in Texas, please call CrowdPay at (800) 486-6888.

CrowdPay supports equity crowdfunding portals for accredited investors nationwide and Texas intrastate crowdfunding portals that will open up crowdfunding to unaccredited investors. The system works behind the scenes via an API to open and fund investor accounts as part of the required escrow process; dividend and interest payments will also be paid to these investor accounts when applicable. CrowdPay.com is a site for portals and developers that details the specific crowdfunding process and provides in-depth API documentation. Please click here to check out CrowdPay’s API.

GoldStar Trust is one of the nation’s leading Self-Directed IRA custodians with over twenty years of experience and is the first bank in Texas to provide a working escrow solution approved by the Texas State Security Board for crowdfunding. GoldStar offers unique retirement solutions that allow investors to diversify their IRA portfolio with precious metals and other alternative investments such as equity crowdfunding. GoldStar serves as a paying agent and trustee for issuers of church bonds and municipal bonds in 38 states and serves as a custodian for more than 37,000 IRA accounts with total assets of more than $1.9 billion (as of March 31, 2014). Click here to setup a GoldStar Trust crowdfunding account.

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Contact:
Robert Hoskins
Front Page PR
(512) 627-6622
@Crowdfunding_PR
@FrontPage_PR

Leading Lending-Based Crowdfunding Site Elects Krista Morgan as New Chief Executive Officer

G. Krista Morgan elected by the P2Bi Board of Directors to become the next CEO of the Denver-based crowdfunding platform for business lending

By Robert Hoskins

Denver, CO – P2Binvestor (P2Bi) announced that cofounder Bruce Morgan stepped down as CEO at the Denver-based financial technology company to take the position of executive vice chairman on its board. Cofounder and former President G. Krista Morgan was elected by the P2Bi Board of Directors to become the next CEO effective January 5, 2015. The father-daughter team cofounded P2Bi in 2012, developed a crowdfunding platform to deliver working capital to growing businesses, and started lending in early 2014.

Krista Morgan Named CEO of Commercial Crowdlending Company P2Binvestor based in Denver, CO

By combining technology with crowdsourcing, P2Bi simplifies lending and provides efficient and competitively priced growth capital to small and midsize businesses. The company offers receivables financing, an asset-backed line of credit, working capital secured by contractual future revenue (designed especially for SaaS companies), and purchase order financing.

P2Bi has the capacity to consider multi-million dollar credit lines and lends to U.S. companies in various industries including technology, energy, personnel services, natural foods and beverages, manufacturing, and more. P2Bi’s investor crowd is limited to accredited investor participation. Learn more at P2Bi.com.

“The tremendous growth of P2Binvestor is in large part due to Krista’s diligence in building a new and different company with a competitive product, a superior culture, and an inherent focus on customers,” said John Spiers, P2Bi’s chairman. “She is a natural entrepreneur and leader, and her innovative ideas, energy, commitment to transparency, and passion for helping small businesses grow are unparalleled.”

Krista is a proven executive in alternative finance while also being one of the youngest women in a leadership position in the industry. She left an agency career in digital marketing in London to cofound P2Bi in Colorado in 2012. Since signing the company’s first client in May 2014, she has grown P2Bi’s commercial loan portfolio to $12.5 million, representing 30% month-over-month growth. P2Bi uses invoices to secure most credit lines and in just seven months’ time purchased more than $37 million in invoices.

“Over the past three years, Krista has demonstrated her leadership and strategic skills as she created a strong brand and broad market appeal for P2Bi,” said Bruce Morgan, former CEO and now executive vice chairman of P2Bi. “She created a modern crowdfunding approach to working-capital financing that appeals to a diverse generation of entrepreneurs who aren’t typical users of alternative finance.”

Krista was a key driver in establishing P2Bi’s customer-friendly policies, such as eliminating monthly minimums, minimizing transaction costs for clients, and implementing daily clearing of client accounts to improve their cash flow. She also created a rate-guarantee policy that allows clients to cancel their contracts with P2Bi without penalty if they find less-expensive financing. Krista felt policies like the rate guarantee would make it easier for P2Bi to build mutually beneficial alignment with its banking partners while meeting the needs of its fast-growing business clients.

“We view it as a mark of success when our customers are offered a line of credit at a great rate with a bank. Our financing is designed to be a bridge that supports businesses through a high-growth phase on their way to being bankable,” Krista said. “We pride ourselves in giving our clients as much capital as they need to grow at the most competitive rates with the best service. We want to be a great lending partner for as long as it makes sense.”

Under Krista’s operational leadership, P2Bi transformed from a startup into a revenue-producing player in the alternative-lending and crowdfunding industries. With news of the recent Lending Club IPO, P2Bi is attracting more interest from businesses, investors, and others in the industry.

“My goal as CEO is to put our customers—both businesses and investors—at the center of every decision we make and position P2Bi for long-term success. I want to make P2Bi a company that businesses think of first when they need a flexible, affordable source of working capital and one that accredited investors think of first when they want an alternative investment vehicle that offers fair returns and good liquidity,” Krista said. “I’m honored to be leading an incredible team into the next phase of our company’s growth.”

As executive vice chairman, outgoing CEO Bruce Morgan will remain an active part of the management team and will be responsible for managing relationships with fund managers and leading the company’s credit underwriting function.

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Equity Crowdfunding Platform, MicroVentures, Touts Track Record of Raising More than $50 Million for New Pre-IPO Startup Companies

MicroVentures portfolio includes some of the world’s leading equity investments including Twitter, Facebook, Yelp, Republic Project, LaunchRock and Loom

By Robert Hoskins

Austin, Texas –  Online venture capital platform, MicroVentures, announced that the company has raised more than $50 million directly for its portfolio companies, while generating positive returns for its investors through successful exits, such as the recent acquisition of Space Monkey, a cloud data storage company, by Vivint, on of the the largest home automation services provider in North America.

MicroVentures portfolio includes some of the world’s leading investments including Twitter, Facebook, Yelp, Republic Project, LaunchRock and Loom

Accelerated growth of MicroVentures will be fueled by new investment opportunities that cater to investors’ rising interests, such as late stage pre-IPO companies and real estate. The company’s focus includes investments in internet technology, media and entertainment, software, green technology, mobile, social and gaming.

“We set out five years ago to create the user-friendly platform that connects investors and startups at the seed stage,” said Bill Clark, founder of MicroVentures. “Today MicroVentures not only connects, but leads investment rounds for our portfolio companies – the first equity crowdfunding platform to play this role. This milestone showcases the viability of the equity crowdfunding business and we look forward to continuing to grow alongside our investors and entrepreneurs.”

The more than $50 million raised to date includes investments in successful companies such as Twitter (IPO), Facebook (IPO), Yelp (IPO), Republic Project (acquired), LaunchRock (acquired), and Loom (acquired by Dropbox). Other notable start-ups that are currently part of the MicroVentures’ portfolio include Structured Polymers, Soldsie, Biomeme and Oru Kayak, who was featured in the last season of Shark Tank and is actively raising capital via the MicroVentures platform today.

“MicroVentures gave us the opportunity to pitch in front of over 20,000 global investors,” said Nathan Derrick, CEO of Supplyhog. “This allowed us to spend less time raising capital and more time growing our business.”

Since establishing itself in 2010 as one of the first equity crowdfunding platforms that is a FINRA registered broker-dealer, MicroVentures has grown its investor community from 200 individuals to more than 22,000 individuals. The company has done so through building expertise, security, selectivity, due diligence, personalized customer service and accessibility for both accredited and non-accredited investors. The MicroVentures team is committed to providing confidence for both startups and investors through its dedication to rigorous due diligence and to personal relationships with investors.

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Crowdfunding and 506 Private Placements

By Kristin Voinovich

I read an exceptional article back in November written by Daniel Gorfine and Ben Miller.  Daniel is Director of Special Projects & Legal Counsel for the esteemed Milken Institute and Ben is Co-Founder of Fundrise – a direct investment platform for local real estate and businesses.  Their article was pertaining to the possibility of the Jobs Act creating a Two Tiered System within the crowdfunding industry.

In brief, once the rules regarding the private placement portion of the  JOBS Act are finalized, those offerings will be allowed to advertise alongside their Crowdfunded brethren.  Private placements issued under Rule 506 are targeted towards Accredited Investors.  These are the sorts of individuals that are of high net worth and considered “sophisticated” by the SEC.   This follows along the same lines as individuals who invest in hedge funds.

This is a large pool of funds, to quote the aforementioned article;

”…even without the ability to solicit investments generally, approximately $895 Billion was raised in 2011 under Rule 506, more than five times the $169.9 Billion raised in global IPOs in the same year.  And the estimated $2.8 Billion that will be raised worldwide via crowdfunding this year is a comparative trickle.”

Until crowdfunding is actually legal, the $2.8 Billion is a guess at best but the numbers are expected to be significant.  Without any statutory limit on the amount a private placement may raise, the picture has the potential to change dramatically.

Read more…