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

4 May

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

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.


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


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


4. David M. Freedman and Matthew R. Nutting – Equity Crowdfunding for Investors: A Guide to Risks, Returns, Regulations, Funding Portals, Due Diligence, and Deal Termswhich 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.


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


Mr. Hoskins is a seasoned marketing veteran with a proven track record of helping entrepreneurs, startups, small businesses as well as Fortune 500 corporations launch successful marketing communications campaigns to gain market traction for a wide variety of products and services.
Hoskins is one of the crowdfunding industry’s foremost crowdfunding advocates and has amassed a huge social media following that is dedicated to supporting donation-, rewards- and equity-based crowdfunding campaigns. Due to the overwhelming demand from the general public for crowdfunding information, he empowers entrepreneurs with some of the internet’s most affordable ($20) online crowdfunding training classes, which provide insight to startups around the world on a 24 x 7 basis.
Hoskins adamantly believes that the crowdfunding industry will empower everyone in the United States to rediscover the possibility of living the American dream with a little hard work, a great business idea and the dedication to researching, planning and launching a well-thought-out crowdfunding campaign. He consults on a regular basis with crowdfunding campaign managers as well as crowdfunding sites, portals and platforms to deliver successful crowdfunding marketing campaigns.
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MicroVentures Opens “500 Startups Fund III” Equity Investment Opportunity to Fund 4-Month Startup Accelerator Programs

27 Feb

Equity Crowdfunding Site Now Seeking Investors to Invest up to $10,000 in Multiple e-commerce, cloud services, mobile, education, digital health, payments and Internet startup companies

By Robert Hoskins

Austin, Texas – MicroVentures, an online equity crowdfunding portal based in Mountain View, California and offices in Austin, Mexico City and San Francisco, announced the launch of a new equity crowdfunding investment fund called “500 Startups Fund III,” which is seeking to sign up accredited equity investors to invest a minimum of $10,000 or more in early stage capital investments. The 500 Startups Fund III makes investments across multiple industry verticals, including e-commerce, cloud services, mobile, education, digital health, payments and Internet among others.

MicroVentures Equity Investment Network of 25,000 Global Investors to Date Have Invested $125 Million in Approximately 900 Startup Companies

MicroVentures Equity Investment Network Has Invested   $125 Million in Approximately 900 Startup Companies

Founded by Bill Clark in 2009, MicroVentures recruited Tim Sullivan, Garrett Paul and Jaclyn Strife from SharesPost in 2012, which is renowned for taking Facebook through its Initial Public Offering (IPO) and went on to found Oceanic Partners. The firm runs something commonly referred to an investment syndicate, where accredited investors who are new to the Angel and Venture Capital investment process follow seasoned, experienced lead investors.

“Over the years, MicroVentures has built a platform that gives investors the ability to diversify investments in early to late stage opportunities. Our level of due diligence and customer support are unique resources angel investors previously did not have access to,” stated Bill Clark, Founder and CEO of MicroVentures. “Investors are increasingly seeking diversification and international exposure. MicroVentures through the 500 Startups Fund III provides both, while reinforcing its long-standing commitment of supporting investor demand for diversified opportunities.”

Using this growth strategy MicroVentures had amassed more than 4,000 investors by the end of 2012 and over the past three years it has grown 625% to a very large pool of more than 25,000 global investors who have invested approximately $125 million in 900 companies.

Unlike typical broker dealers, which only solicit investments ranging from $50,000 to $100,000 and up, the MicroVenture site allows accredited as well as non-accredited investors to invest in a wide variety of funds that range from investments of $1,000, $3,000, and $10,000 and up. This allows investors to diversify their portfolio and spread their eggs across multiple startup baskets, which reduces risk and increases the chance of being able to discover and participate in the next Facebook, Oculus, or Pebble Time Watch at a very early stage.

The 500 Startups runs a four-month Accelerator Program for Startups that culminates in a private, invite-only Demo Day where each startup presents to a group of select investors in an effort to attract additional seed funding. About 30 companies participate in each four-month program offered at its various locations.  Batch 12 began January 2015 in San Francisco.

In addition to investing through its accelerator program, 500 Startups invests globally in early-stage companies through various seed-stage investment funds.

Across numerous funds, 500 Startups has committed approximately $125 million to over 900 portfolio companies.

The inaugural investment fund, Fund I, was formed in July 2010 and achieved an ultimate fund size of $29 million. As of September 30, 2014, the internal rate of return for Fund I stood at 18% with investment exits worth approximately $13 million.

Fund II was formed in April 2012 raising almost $45 million. Fund II has achieved $2 million in exits and a net internal rate of return of 27% as of September 30, 2014.

While Fund I and Fund II are closed to new investments, the 500 Startups is the fundraising process for four other funds: Fund III, Annex Fund, 500 Luchadores and 500 Durians.

Under its status as a FINRA-registered broker-dealer, MicroVentures offers both primary and secondary investment opportunities through their user-friendly, online equity crowdfunding platform. Series 7 licensed brokers develop personal relationships with Accredited and Sophisticated Investors to provide high-touch customer service, and support investment in startups with confidence.

The crowdfunding portal provides access to a flow of curated, vetted startup investment opportunities and allows novice investors to review due diligence, disclosures and speak with experienced licensed financial professionals prior to making an investment.

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Front Page PR Targets New Texas Crowdfunding Portals and Private Placement Issuers with Advertising, Marketing and PR Consulting Services

17 Nov

Offers Texas Crowdfunding Portals (TCPs), Texas Equity Private Placement Issuers & Texas Investors Guidance on the Best Strategies to Launch and Market Successful Crowdfunding Campaigns in Texas

By Robert Hoskins

Austin, Texas – Today a new Texas Crowdfunding Exemption Rule goes into effect that will give the state yet another financial tool to encourage more people with creative ideas to start new businesses in Texas. For the first time in 80 years, businesses will be able to sell equity shares in their business to more than 20 million unaccredited investors who live in Texas via new online Texas crowdfunding portals using general solicitation.

Front Page PR is one of the leading Crowdfunding PR firms in America

Front Page PR is one of the leading Crowdfunding PR firms in America

“Already armed with a zero income tax, low overall tax burden, sensible regulations and low housing costs, Texas is now armed with an even more powerful financial tool, Equity Crowdfunding,” said Robert Hoskins, Front Page PR’s Crowdfunding Director. “This new small business financing tool will be the key to helping businesses, entrepreneurs, and new startups in Texas raise venture capital by selling equity shares in their companies to Texas residents.”

Similar to the way that powerful and exclusive Silicon Valley venture capital firms built their wealth during the 1990s by betting on high-tech startups, every legal resident in Texas can now legally become a micro venture capitalist by investing up to $5,000 per deal in local Texas startups and existing businesses. As crowdfunded deals begin to go public, the wealth and economic development that will be created in Texas will be hard to match.

Texas offer investors a wide variety of industries to choose from including application development, software, mobile apps, communications, information technology, high-tech gadgets, video games, aerospace, aviation, bio-tech, life sciences, clean-tech, energy, oil & gas, real estate, film, entertainment, music and many other promising industries.

Already home to 1.7 million small businesses, gaining access to a market of 20+ million new potential investors combined with the SEC’s legalization of general solicitation will make Texas the best and easiest place in America to start a new business and raise venture capital.

And the seeds for a bumper crop of new Texas Crowdfunding Portals are already being planted. SeedInvest.com/Texas, TexasCrowdfunding.com, TexasEquityShares.com are already in the various stages of building their new crowdfunding portals and filing their applications with the Texas State Securities Board, but soon they will be harvesting their first round of Texas crowdfunded startups.

“SeedInvest has worked primarily with angel, venture capital and other accredited investors to match them up with startups in Texas such as Virtuix, based out of Houston,” said Marc Nathan, SeedInvest’s Managing Director of Texas. “But the Texas crowdfunding exemption will allow us to reach a much wider audience of unaccredited investors.”

“There are many great companies that connect technology startups with sophisticated investors, but we’re focused on working with businesses that want to build and grow with support from investors in their own backyard,” said Amy Forsyth, Texas Crowdfunding’s CEO. “To accomplish this goal we’re taking a different approach than most and plan to focus on featuring local small businesses and early-stage companies that are often overlooked, undervalued and under capitalized.”

“Our crowdfunding portal will be seeking high-tech crowdfunding equity issuers that are focused on Internet technologies, e-commerce, smartphone apps, digital properties and platforms, Software as a Service (SasS), etc.,” said Dusty Brogdon, Texas Equity Shares’ CEO. “We are seeking to serve mid-tier crowdfunding equity issuers with a minimum project value of $200,000+ with a long-term goal of taking the business public within two years.”

“Texas is about to see a dramatic surge in demand for Texas crowdfunding portals, equity private placement issuers and investors. Front Page PR is ready to help these companies bring their products and services to the Texas marketplace,” Hoskins continued. “Armed with the right community outreach programs needed to educate entrepreneurs and investors on the new crowdfunding rules, the possibilities for small business formation and growth in Texas will be limitless.”

Front Page PR provides a portfolio of crowdfunding marketing communications services, which will be instrumental in bringing these new crowdfunding portals to life and helping them launch successful crowdfunding campaigns for their fundraising campaign managers, including:

  • Crowdfunding portal selection
  • Crowdfunding deal structure
  • Crowdfunding disclosure documents
  • Crowdfunding profiles and pitch videos
  • Community outreach strategies
  • Advertising campaigns
  • Email marketing campaigns
  • PR/media relations campaigns
  • Investor education programs

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Texas Equity Crowdfunding Disclosure Requirements

11 Nov

Texas Crowdfunding Issuer
Disclosure Requirements

Texas Approves Equity Crowdfunding Exemption for Non-Accredited Investors

 

Here are the Texas Crowdfunding Issuer Disclosure Requirements for issuing an equity crowdfunding private placement memorandum (PPM) in the state of Texas:

(i) Disclosure statement. A disclosure statement must be made readily available and accessible to each prospective purchaser at the time the offer of securities is made to the prospective purchaser on the Internet website. The disclosure statement must contain all of the following:

(1) Material information and risk factors. All information material to the offering, including, where appropriate, a discussion of significant factors that make the offering speculative or risky. Guidance on the categories of information to include can be found by reviewing the small business offering to be submitted to the information provided by the Texas State Securities Board on its Internet website. Topics to be addressed include, but are not limited to:

(A) general description of the issuer’s business;
(B) history of the issuer’s operations and organization;
(C) management of the company and principal stockholders;
(D) how the proceeds from the offering will be used;
(E) financial information about the issuer;
(F) description of the securities being offered; and
(G) litigation and legal proceedings.

(2) Disclosures. The issuer shall inform all prospective purchasers and investors of the following:

(A) There is no ready market for the sale of the securities acquired from this offering; it may be difficult or impossible for an investor to sell or otherwise dispose of this investment. An investor may be required to hold and bear the financial risks of this investment indefinitely;

(B) The securities have not been registered under federal or state securities laws and, therefore, cannot be resold unless the securities are registered or qualify for an exemption from registration under federal and state law.

(C) In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved; and

(D) No federal or state securities commission or regulatory authority has confirmed the accuracy or determined the adequacy of the disclosure statement or any other information on this Internet website.

(3) Financial statements. Issuers must provide current financial statements certified by the principal executive officer to be true and complete in all material respects. If the issuer has audited or reviewed financial statements, prepared within the last three years, such financial statements must also be provided to investors.

Click here to read the Texas Crowdfunding Issuer Rules.

How to Become a Texas Crowdfunding Issuer (TCI):

To get conduct a Texas equity crowdfunding campaign, Texans need to fill out a Texas Crowdfunding Issuer (TCI) Exemption Notice Form 113.17 and file it with the Texas State Securities Board.

How to Start a Texas Crowdfunding Portal (TCP):

To launch a Texas crowdfunding portal, Texans need to fill out a Texas Crowdfunding Portal (TCP) Registration Form 113.15 and file it with the Texas State Securities Board.

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Texas Crowdfunding Issuer (TCI) Rules for Private Placement Memorandum (PPM) Offerings

11 Nov

Texas Crowdfunding Issuer Rules

Texas Approves Equity Crowdfunding Exemption for Non-Accredited Investors

Here are the Texas Crowdfunding Issuer Rules that detail what it takes to issue a Private Placement Memorandum (PPM) for Equity Crowdfunding Offers in the state of Texas:

(b) Issuer.

(1) The issuer is a Texas entity that has filed a certificate of formation with the Texas Secretary of State and is authorized to do business in Texas and:

(A) At least 80% of the issuer’s gross revenues during its most recent fiscal year prior to the offering are derived from the operation of a business in Texas;

(B) At least 80% of the issuer’s assets at the end of its most recent semiannual period prior to the offering are located in Texas;

(C) The issuer will use at least 80% of the net proceeds of this offering in connection with the operation of its business within Texas; and

(D) The principal office of the issuer is located in Texas.

(2) The issuer is not, either before or because of the offering:

(A) A company that engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities;

(B) Subject to the reporting requirements of the Securities and Exchange Act of 1934, Section 13or Section 15(d), 15 U.S.C. §78m and §78o(d); or

(C) a company that has not yet defined its business operations, has no business plan, has no stated investment goal for the funds being raised, or that plans to engage in a merger or acquisition with an unspecified business entity.

Click here to see the Texas Crowdfunding Issuer (TCI) Disclosure Requirements.

How to Become a Texas Crowdfunding Issuer (TCI):

To get conduct a Texas equity crowdfunding campaign, Texans need to fill out a Texas Crowdfunding Issuer (TCI) Exemption Notice Form 113.17 and file it with the Texas State Securities Board.

How to Start a Texas Crowdfunding Portal (TCP):

To launch a Texas crowdfunding portal, Texans need to fill out a Texas Crowdfunding Portal (TCP) Registration Form 113.15 and file it with the Texas State Securities Board.

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