Tag Archives: Reg. D

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

22 Mar

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

By Robert Hoskins

Jacksonville, FloridaPark 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 Commercial Real Estate Equity Crowdfunding to Finance Affordable Homes

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


Mr. Robert Hoskins is a seasoned marketing veteran with a proven track record of helping entrepreneurs, startups, small businesses as well as Fortune 500 corporations launch successful marketing communications campaigns to gain market traction for a wide variety of products and services.
On a regular basis, Mr. Hoskins consults 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

15 Mar

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

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

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%.

Geographic Distribution of Title III Equity Crowdfunding

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

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


Mr. Robert Hoskins is a seasoned marketing veteran with a proven track record of helping entrepreneurs, startups, small businesses as well as Fortune 500 corporations launch successful marketing communications campaigns to gain market traction for a wide variety of products and services.
On a regular basis, Mr. Hoskins consults 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.

Mainstreet Student Living Launches $1.8 Million Crowdfunding Campaign to Fund New Student Housing Community at Southern Wesleyan University

22 Nov

Dedicated to a student-centric approach, Mainstreet Student Living develops communities that allow students an opportunity at a true live and learn environment

 By Robert Hoskins

Carmel, Indiana Mainstreet Student Living has announced a new initiative to raise funds for a new student living community in Central, South Carolina. Helping with this effort is Oregon-based CrowdStreet, a crowdfunding marketplace and software platform that connects accredited investors with institutional-quality real estate investments, and Mainstreet Capital Partners, a U.S. registered broker-dealer that is focused on, but not limited to, opportunities in health care development, health care acquisitions, health care operations and student housing.

Mainstreet Student Living is an innovative investment, development and management firm of student housing communities throughout North America

Mainstreet Student Living is an innovative investment, development and management firm of student housing communities throughout North America

Mainstreet Student Living is the premier investment, development and management firm of student housing communities throughout North America. Dedicated to a student-centric approach, Mainstreet Student Living develops communities that allow students an opportunity at a true live and learn environment. Our redefinition of the student experience fuels design innovation, creative investment opportunities and provides students with a life-changing experience.

Mainstreet Student Living is seeking upwards of $1.8 million on behalf of MS Vita SWU, LLC through a private placement offering solely to accredited investors under Rule 506(c) of Regulation D promulgated by the SEC under the Securities Act of 1933.

“We are excited about our first online fundraising experience and to partner with CrowdStreet for this initiative,” said Justin Farris, managing director of Mainstreet Student Living. “Our mission is to transform collegiate lives and, with this initiative, it enables us to pursue high-quality opportunities to further growth and innovation in student housing.”

The 68,000 square-foot, on-campus student living development at Southern Wesleyan University will boast 114 units, 243 beds and feature a state-of-the-art clubhouse, study lounges, a resident lounge with television, a fully-functional kitchen and much more. The $9.3 million community is projected to be complete in August 2017.

Southern Wesleyan University was founded in 1906 and is a student-focused learning community devoted to transforming lives by challenging students to be dedicated scholars. The main campus totals approximately 350 acres and current enrollment totals 1,883 students. In addition to the main campus, Southern Wesleyan University has six other satellite campuses located throughout South Carolina.

# # #

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


Mr. Robert Hoskins is a seasoned marketing veteran with a proven track record of helping entrepreneurs, startups, small businesses as well as Fortune 500 corporations launch successful marketing communications campaigns to gain market traction for a wide variety of products and services.
On a regular basis, Mr. Hoskins consults 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

28 Oct

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

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.

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


Mr. Robert Hoskins is a seasoned marketing veteran with a proven track record of helping entrepreneurs, startups, small businesses as well as Fortune 500 corporations launch successful marketing communications campaigns to gain market traction for a wide variety of products and services.
On a regular basis, Mr. Hoskins consults 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.

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

25 Aug

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 in Gainesville FL

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 Equity Crowdfunding Campaign Types Are Best for Startups and Small Companies – Title III or Title IV, Reg A+ ?

3 Aug

A Quick Guide to Launching Title III vs. Title IV Equity Crowdfunding Campaigns

By Robert Hoskins

VerifyInvestor.com's Guide to JOBS Act Crowdfunding Options and Rules

VerifyInvestor.com’s Guide to JOBS Act Crowdfunding Options and Rules

Trying to Determine What Equity Crowdfunding Option is the Best Method of Fundraising to Fund Entrepreneurs and Startup Companies?

Here are some simple questions that you might ask yourself when planning a fundraising campaign to raise money in order to launch a new startup or expand an existing business:

  • Maximum Offering for Equity Crowdfunding

How much money do you want to raise? And what step of the crowdfunding escalator does your company currently reside?

  1. Donation Crowdfunding – For ideas or concepts, entrepreneurs should consider Donation Crowdfunding and try to raise $10,000 or less with the goal of putting together a business plan, developing a website and begin working on prototypes or service beta programs.
  2. Rewards Crowdfunding – Once a prototype and/or beta test program has been developed and is ready to be tested for marketplace acceptance, startups should consider using Rewards/Perks Crowdfunding and set a goal of raising $25,000 to $100,000, but should have a crowdfunding PR and social media marketing campaign designed to raise up to $1 million or more based on marketplace demand. This crowdfunding step should be targeted to raise enough money to pay for the first manufacturing production run or minimum viable product (MVP) and provide a sufficient marketing budget to continue selling the produce/service and gaining marketplace traction once the crowdfunding campaign concludes.
  3. Equity Crowdfunding – Depending on the marketplace success, the final step is using equity crowdfunding to raise sufficient capital to launch a business on a regional, national or international level. Similar to an Initial Public Offering, the company can offer investors convertible notes, debt, revenue sharing or equity shares via a Title II (Rule 506 and Rule 144A offering), Title III offering or Title IV offering, which each has its own set of rules briefly outlined in the chart above.  Title III is capped at $1 million every 12 months, Title IV is capped at $50 million every 12 months and Title II can raise unlimited funding with no time limit.
  4. Crowdfunding Escalator – This entire process is called a crowdfunding escalator by many in the crowdfunding industry, which is a step-by-step process that allows a creative ideas to work their way into becoming successful and thriving businesses via larger and larger crowdfunding campaigns as a company grows, matures and gains marketplace traction.
  • Investor Types for Equity Crowdfunding

Do you want to target 8.7 million sophisticated accredited investors or open the offering up to 188 million non-accredited, novice investors throughout the U.S. (and Canada)? 

  1. Accredited Investors – Only about 3% of the accredited investors are active investors in the United States because until 2013 it was illegal to use general solicitation to reach this target audience and most deals were channel through registered broker dealers. The key is to know how to reach these angel investors and venture capitalists with advertising, email marketing, publicity and targeted social media marketing.
  2. Non-Accredited Investors – The other 97% of the population falls into the novice investor category that is literally an untapped target audience because it has been illegal to market fundraising campaigns to this segment of the population since 1934.  Title III and Title IV crowdfunding are designed to educate this new class of investors, teach them how to vet deals and allow them to make the same type of early stage investment usually reserved for venture capitalists by carefully researching the Form C disclosure documents for Title III and Form 1-A disclosure documents for Title IV, Reg. A+ offerings. And now that marketing offerings to this audience is legal, success is only limited by a company’s marketing budget.
  • Method of Offerings for Equity Crowdfunding

Do you want to utilize a registered Title III crowdfunding portal or regular website combined with general solicitation (advertising/PR/social media)? 

  1. Title III/Advertising Offering Terms is Prohibited – In contrast to Rule 506(c) offerings, which permits general solicitation if certain conditions are satisfied, an eligible issuer or persons acting on its behalf cannot advertise, directly or indirectly, the terms of a crowdfunding offering.  However, an issuer can publish notices (for example, in newspapers or on social media sites or the issuer’s website) that direct investors to the intermediary’s platform and contain only limited factual information about the offering and the issuer.   Despite this advertising prohibition, an issuer (or persons acting on its behalf) may communicate with investors about the offering terms through communication channels provided on the intermediary’s platform if the issuer identifies itself (or persons acting on its behalf identify their affiliation with the issuer) in all such communications.
  2. Title IV Utilizing General Solicitation – Title IV offerings are allowed to use any website/portal combined with advertising, email marketing, PR and social media to market the terms of their offerings in order to attract new investors, which means investors throughout the entire United States and Canada.
VerifyInvestor.com's Guide to JOBS Act Crowdfunding Options and Rules - Page 2

VerifyInvestor.com’s Guide to JOBS Act Crowdfunding Options and Rules – Page 2

 

# # #

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. 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.
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.
Mr. 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.

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.

# # #

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.

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

29 Apr

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?

# # #

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

31 Oct

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

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

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

 By Robert Hoskins

 SEC’s Proposed Actions for Title III Crowdfunding

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

Proposed Title III Crowdfunding Amendments

Proposed Amendments to Rule 147

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

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

Proposed Amendments to Rule 504

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

 

###

Divvi launches $400,000 Preferred Equity Crowdfunding Raise on designbook.com

26 Aug

Burlington, Vermont idivvi.com is launching a $400,000 equity fundraising campaign through designbook.com. divvi is a mobile iOS app that couples word-of-mouth recommendations with easily actionable sales links delivered in a text or email. Available on the apple store, divvi makes it easy for consumers to connect with products they love.

divvi is the fastest, most honest way to share brand and product recommendations with friends and family

divvi is the fastest way to share product/service recommendations with friends & family

The divvi deal is a Regulation D private offering, meaning that it is available to accredited investors nationwide. divvi previously raised $120,000 in an angel seed round to create their minimum viable product now available on the Apple App store. divvi has an efficient approach to product development and a clear path forward to sustainable cash flow.

divvi is initially focused on the outdoor consumer goods industry, where retailers and friends spend a great deal of time educating consumers on the right gear.  There are more than 50 million products listed on divvi, including socially and environmentally conscious brands like Patagonia, Seventh Generation and Tom’s Shoes.

The $400,000 to be raised by divvi on Designbook in this offering will be used for sales and marketing purposes to bring national awareness to divvi as well as continued product development. divvi will build on its existing strong relationships with brand reps and retail outlets to enter the retail market.

Richard Morin, divvi’s CEO/CMO, has said, “We envision a world where consumers, retail sales associates and brand employees have the digital tools to help one another easily find and purchase quality goods – improving the bottom lines for brands and retailers while giving back to the planet.”

A portion of every divvi-powered purchase is donated to organizations working to preserve the planet and help those in need. divvi is a member of 1% for the Planet and a pending B Corporation.

Morin and his team have deep domain experience in the retail field, having worked more than 15 years in youth marketing and winter action sports marketing with best-in-class brands such as Burton Snowboards, Tom’s Shoes, Nordica, Tecnica and Specialized. divvi’s executive suite includes Tom Durse, President, an experienced brand and operations leader, who has helped lead Burton Snowboard and Ben & Jerry’s; James Thompson, CTO, a senior engineer, who has built more than 200 enterprise-level applications; and Amy Magyar, head of sales, a pioneering sporting goods executive.

For more investment information, please visit divvi on Designbook.

# # #

By Robert Hoskins

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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