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

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

Sherwood Neiss, Crowdfund Capital Advisors, testifies at the SEC

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

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

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

Since the launch of Regulation Crowdfunding:

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

The fundraising cap should be adjusted because:

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

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

# # #

Robert Hoskins
(512) 627-6622
@Crowdfunding_PR

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

On a regular basis, Mr. Hoskins consults with crowdfunding campaign managers as well as crowdfunding sites, portals and platforms to deliver successful crowdfunding marketing campaigns.

Google search “Robert Hoskins Crowdfunding” to see why Mr. Hoskins is considered one of the industry’s foremost crowdfunding experts that has amassed a huge social media following, which is dedicated to supporting donation-, rewards- and equity-based crowdfunding campaigns.

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Plum’s Artificial Intelligence (AI) Crowdfunding Campaign Raises £892,465 for Personal Finance Chatbot on Seedrs

The initiative makes its debut just eight months after the AI company raised its first $500k seed round from 500 Startups

By Robert Hoskins

London, England –  Plum, an artificial intelligence (AI) chatbot for personal finance, has raised £892,465 its initial £700k equity crowdfunding goal a month after launching its fundraising campaign on Seedrs in July.

Plum is an Artificial Intelligence (AI) powered Facebook chatbot that helps consumers manage their personal finances

Plum is an Artificial Intelligence (AI) powered Facebook chatbot that helps consumers manage their personal finances.  The disruptive startup says Fintech’s increasing penetration hasn’t yet reached the mass market, but Plum is set to change that. The crowdfunding campaign Seedrs plans to fund aggressive growth and expansion plans in the near future.

Plum has undertaken the ambitious task of helping millennials save money in a way they barely notice. The innovative chatbot connects securely to users bank accounts via Facebook messenger and AI technology learns their spending habits and automatically saves small amounts of money every few days. The savings are put into an account with an FCA-regulated e-money provider, Mango Pay, and individuals manage their money via Facebook’s Messenger platform.

The crowdfunding campaign on Seedrs follows just eight months after the disruptive AI business raised its $500,000 seed round led by Silicon Valley accelerator program 500 Startups.

The company launched in January 2017 with a waitlist of 5,000 users since which user numbers have been growing at a rate of 25% month on month. In the seven months since launch, Plum has seen its monthly savings grow by 50% each month. The personal savings chatbot is now on track to exceed £20 million in savings for millennials by the end of year one.

“There’s been lots of talk about the personal savings glut in the UK, confirmed by troubling stats. Deloitte estimated the savings gap will reach £350 billion by 2050. It’s a huge problem. Our team helps Plum users to micro save on average £150 a month in a way they barely notice,” said Victor Trokoudes, one of Plum’s Co-Founders. “We saw how TransferWise reduced the friction for sending money globally and provided consumers with a cheaper, superior product.”

Plum’s founders recognized that consumers have long been overpaying on a raft of financial services and products, facilitating abnormal profits for banks and financial services. They are committed to bringing a holistic financial assistant to the mass market by help users to save and earn interest on their savings. Plum will by tell you if you are being ripped off by your utility provider, if you’re overpaying on a loan or bank overdraft and will simply ask you if you would like to switch to save money. All a customer has to do is reply ‘yes.’

This is facilitated through partnerships with energy provider Octopus which gives Plum users the chance to switch to a green energy provider and lower their utility bills by around £250 a year, and Habito which helps Plum customers to find their first mortgage or remortgage opening up the possibility for savings in the thousands a year. Users are also able to earn a return of 3% via Plum’s partnership with P2P lender RateSetter.

While it is Plum’s AI algorithm that powers users automatic savings, the user can also determine how much they save by adjusting Plum’s saving mood from normal to ambitious, a feature that 30% of Plum users have activated, indicating the ambition of consumers to save more.

# # #

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.

FinMason Launches Fin-Tech Accelerator Program that Provides Startups with Free Access to Investment Analytics

The FinSpring accelerator is a six-month program for start-ups that share a mission of educating investors / advisors in order to help them make better investment and retirement planning decisions

By Robert Hoskins, Crowdfunding PR

Boston, Massachusetts – FinMason, a Boston-based FinTech and investment analytics firm, is helping industry start-ups overcome one of the biggest challenges faced during the development stage – accessing high quality investment analytics. The firm announced the launch of FinSpring, an initiative that will provide free access to FinRiver, a set of flexible and lightning-fast investment analytics APIs.

Finmason – Institutional Grade Analytics that Investors Actually Understand

“FinTech start-ups face tremendous competition in the marketplace and pressure from their investors to quickly achieve their business goals,” said Kendrick Wakeman, CFA, CEO and founder of FinMason. “We feel that many start-ups and potential start-ups are held back because of the time and expense of building robust analytics platforms. FinSpring lets smart entrepreneurs put analytics anywhere in their product with just a simple API call, leaving them free to focus on prototyping, getting to market and solving consumer problems.”

The FinSpring accelerator is a six-month program available to start-ups that meet four criteria: share a mission of educating investors or advisors to make more informed investment and retirement planning decisions; operational less than two years; under $500,000 in revenue; and, have raised no more than $1 million in funding.

Wealth technology start-ups accepted into the FinSpring program will have access to more than 700 analytical data types, including risk and performance metrics, aggregate factor exposures, scenario analysis and stress testing.

“Part of the strength of the APIs is their simple structure,” said Bob Leaper who runs the FinSpring program at FinMason. “You send us a simple API call containing a list of securities, a list of their weights in the portfolio, and a string of request codes telling us what analytics you want. We then perform the calculations, package the results into a JSON object, and send it back to you. Usually, we do this in under 21 milliseconds. That instantly puts a start-up on even ground with the biggest firms in the world.”

FinMason is a Boston-based financial technology and investment analytics firm dedicated to providing tools that help financial advisors and their clients move forward with confidence. FinMason’s cutting-edge platform analyzes millions of global investments and delivers institutional-grade analytics at scale via three core products:

• FinRiver provides financial technology platforms with robust analytics and proprietary data sets via lightning-fast APIs;
• FinScore Pro provides financial advisors with a quick, intuitive and uncomplicated risk assessment tool that systematically develops a mutually understandable, bright-line agreement on risk from each client and prospect; and
• FinScope provides compliance teams with a way to screen through each client portfolio every night with robust analytics to detect problems before they become problems.

# # #

Robert Hoskins
(512) 627-6622
@Crowdfunding_PR

---

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

On a regular basis, Mr. Hoskins consults with crowdfunding campaign managers as well as crowdfunding sites, portals and platforms to deliver successful crowdfunding marketing campaigns.

Google search “Robert Hoskins Crowdfunding” to see why Mr. Hoskins runs one of the industry’s foremost crowdfunding PR, social media and marketing agencies that has amassed a huge social media following and is dedicated to supporting a wide variety of donation, rewards and equity crowdfunding campaigns.

OurCrowd, Motorola Solutions, Reliance Industries, and Yissum Launch Incubator, Accelerator to Give Jerusalem Startups a Competitive Edge

OurCrowd’s Incubator and Accelerator will focus on emerging startups using ‘frontier technologies’ including: big data, analytics, artificial intelligence (AI), fin-tech, storage, internet of things (IoT) and computer vision

By Robert Hoskins

Jerusalem, Israel –  OurCrowd Incubator announced new partnerships with Motorola Solutions, Reliance Industries and Yissum, to operate an innovation technology incubator to support growth of early stage startups in Jerusalem. With a long track record of startup investment in Jerusalem, and as a key player in the Israeli tech ecosystem, OurCrowd is a natural fit to lead the incubator team. The incubator will focus on frontier technologies such as big data, analytics, AI, fintech, storage, IoT and computer vision.

OurCrowd, Motorola Solutions and Reliance Industries Launch Israeli Incubator, Accelerator to Give Jerusalem Startups a Competitive Edge

The incubator will be based in OurCrowd’s Jerusalem headquarters, located in the JVP Media Quarter campus, founded by MK Erel Margalit. OurCrowd will lead the incubator consortium together with partners Motorola Solutions (NYSE: MSI), Reliance Industries (NSE: Reliance) and Yissum Technology Transfer Company of the Hebrew University of Jerusalem.

In less than five years, OurCrowd has invested over $440M into 120 companies and eight funds. After vetting more than 6,000 companies and celebrating 13 exits, OurCrowd continues to lead the global equity crowdfunding sector for accredited investors, and make it one of the most active Venture Capitalists in the vibrant Israeli startup scene.

Jon Medved, OurCrowd’s CEO said, “We are proud to be strengthening the Jerusalem tech-ecosystem together with strong partners such as Motorola Solutions, Reliance Industries and Yissum. This represents a unique team with a global reach, incredible scale, and with deep technological, commercial and academic roots. We expect to invest in close to 50 companies over the next 10 years and further grow the formidable cadre of Jerusalem startups.”

The incubator will be part of the world famous Israeli incubator program administered by Israel’s National Innovation Authority (formerly the office of the Chief Scientist).

Eduardo Conrado, Executive Vice President, Strategy & Innovation Office, for Motorola Solutions said, “In today’s technology environment, strong partnerships and strategic investments help accelerate innovation. The Jerusalem incubator is one element of our Israel innovation hub, which is focused on developing advanced solutions in artificial intelligence, cyber security and other fields. We are proud to be part of this important project and look forward to working with OurCrowd, Reliance and Yissum on the future of public safety technology.”

“Reliance Industries is excited to further its long-term commitment to Israel by partnering with Israel Innovation Authority jointly with OurCrowd, Motorola and Hebrew University for the Jerusalem Incubator,” said the spokesperson from Reliance Industries Limited. “We are confident of Israeli start-ups offering unique value proposition by delivering next-gen digital services. We believe the incredible technological innovation from Israel will gain immensely by addressing the huge Indian market riding on the nationwide 4G LTE digital infrastructure setup in India by Jio. This will be a significant win-win for both India and Israel.”

OurCrowd is the leading global equity crowdfunding platform for accredited investors. Managed by a team of seasoned investment professionals and led by serial entrepreneur Jon Medved, OurCrowd vets and selects opportunities, invests its own capital, and brings companies to its accredited membership of global investors. OurCrowd provides post-investment support to its portfolio companies, assigns industry experts as mentors, and takes board seats. The OurCrowd community of almost 20,000 investors from over 112 countries has invested over $440M into 120 portfolio companies and funds. OurCrowd already has thirteen exits to date, two IPO’s and eleven acquisitions.

Motorola Solutions (NYSE: MSI) creates innovative, mission-critical communication solutions and services that help public safety and commercial customers build safer cities and thriving communities. Reliance Industries Limited (RIL) is India’s largest private sector company, with a consolidated turnover of $ 50.9 billion and net profit of $ 4.6 billion for the year ended March 31, 2017. RIL’s activities span hydrocarbon exploration and production, petroleum refining and marketing, petrochemicals, retail and 4G digital services.

Yissum Research Development Company of the Hebrew University of Jerusalem Ltd. was founded in 1964 to protect and commercialize Hebrew University’s intellectual property. Products based on Hebrew University technologies that have been commercialized by Yissum currently generate $2 Billion in annual sales. Ranked among the top technology transfer companies in the world, Yissum has registered over 9,325 patents covering 2,600 inventions; has licensed out 880 technologies and has spun out 110 companies including Mobileye, BriefCam, CollPlant and Qlight Nanotech. Yissum’s business partners span the globe and include companies such as Syngenta, Monsanto, Roche, Novartis, Microsoft, Johnson & Johnson, Merck, Intel, Teva and many more.

# # #

Robert Hoskins
(512) 627-6622
@Crowdfunding_PR

---

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

On a regular basis, Mr. Hoskins consults with crowdfunding campaign managers as well as crowdfunding sites, portals and platforms to deliver successful crowdfunding marketing campaigns.

Google search “Robert Hoskins Crowdfunding” to see why Mr. Hoskins runs one of the industry’s foremost crowdfunding PR, social media and marketing agencies that has amassed a huge social media following and is dedicated to supporting a wide variety of donation, rewards and equity crowdfunding campaigns.

 

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

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

By Robert Hoskins

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

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

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

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

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

 

Most Successful Types of Title III Equity Crowdfunding Campaigns

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

Distribution of Title III Equity Crowdfunding Offerings

 

Top States for Launching Title III Equity Crowdfunding Campaigns

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

States with the Most Title III Equity Crowdfunding Campaigns

 

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

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

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

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

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

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

 

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

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

# # #

Robert Hoskins
(512) 627-6622
@Crowdfunding_PR

---

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

On a regular basis, Mr. Hoskins consults with crowdfunding campaign managers as well as crowdfunding sites, portals and platforms to deliver successful crowdfunding marketing campaigns.

Google search “Robert Hoskins Crowdfunding” to see why Mr. Hoskins is considered one of the industry’s foremost crowdfunding experts that has amassed a huge social media following, which is dedicated to supporting donation-, rewards- and equity-based crowdfunding campaigns.

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

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

 By Robert Hoskins

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

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

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

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

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

 

Highlights of the SEC Final Rules

New Rule 147A and Amendments to Rule 147

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

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

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

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

Amendments to Rule 504 and Repeal of Rule 505

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

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

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

Effective Date

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

# # #

Robert Hoskins
(512) 627-6622
@Crowdfunding_PR

---

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

On a regular basis, Mr. Hoskins consults with crowdfunding campaign managers as well as crowdfunding sites, portals and platforms to deliver successful crowdfunding marketing campaigns.

Google search “Robert Hoskins Crowdfunding” to see why Mr. Hoskins is considered one of the industry’s foremost crowdfunding experts that has amassed a huge social media following, which is dedicated to supporting donation-, rewards- and equity-based crowdfunding campaigns.

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

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

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

 

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(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.

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.

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

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

By Robert Hoskins

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

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

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

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

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

Great Equity Crowdfunding Research Articles:

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

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

TABLE OF CONTENTS

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

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

5. QUALITATIVE PROTECTIONS FOR CROWDFUNDERS

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

CONCLUSION

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

TABLE OF CONTENTS INTRODUCTION

I. BACKGROUND

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

II. TWO CROWDFUNDING EXEMPTIONS COMPARED

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

III. AN INCENTIVES-BASED THEORY OF INVESTOR PROTECTION

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

IV. ASSESSING POTENTIAL SEC ACTION

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

V. RECOMMENDATIONS

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

CONCLUSION

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

Preface: The New Angel Investors

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

Chapter 1: The Foundations of Online Crowdfunding

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

Chapter 2: Equity Offerings under Reg. D

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

Chapter 3: Equity Crowdfunding for All Investors

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

Chapter 4: Intrastate Crowdfunding, Non-accredited Investors

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

Chapter 5: Deal Flow

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

Chapter 6: Angel Investors

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

Chapter 7:  How to Navigate through Title III Offerings

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

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

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

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

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

Chapter 10: Equity Crowdfunding Securities

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

Chapter 11: Deal Terms

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

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

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

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

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

Chapter 14: Liquidity and Secondary Markets

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

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

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

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

# # #

(512) 627-6622
@Crowdfunding_PR

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

Hoskins is one of the crowdfunding industry’s foremost crowdfunding advocates and has amassed a huge social media following that is dedicated to supporting donation-, rewards- and equity-based crowdfunding campaigns. Due to the overwhelming demand from the general public for crowdfunding information, he empowers entrepreneurs with some of the internet’s most affordable ($20) online crowdfunding training classes, which provide insight to startups around the world on a 24 x 7 basis.

Hoskins adamantly believes that the crowdfunding industry will empower everyone in the United States to rediscover the possibility of living the American dream with a little hard work, a great business idea and the dedication to researching, planning and launching a well-thought-out crowdfunding campaign. He consults on a regular basis with crowdfunding campaign managers as well as crowdfunding sites, portals and platforms to deliver successful crowdfunding marketing campaigns.

Evisor Launches 99Funding Equity-based Crowdfunding Platform in California

By Robert Hoskins

Evisor Inc. launches 99Funding securities crowdfunding platform.  Crowdfunding is already changing the way that startups are funded, and securities crowdfunding is poised to revolutionize private investment markets, according to Craig Goos and Jim Dowd, Managing Directors.  The 99Funding platform offers a secure, transparent, and efficient marketplace for investment crowdfunding.

99Funding Equity Crowdfunding Platform Launches in California

The Jumpstart Our Business Startups or JOBS Act signed into law by President Obama in April of 2012 created a new class of exempt private offering —the crowdfunding exemption — that will allow companies to raise up to $1 million through investments from retail investors.  Private offerings have generally been restricted to small numbers of accredited investors.  Investment crowdfunding for the general public is on hold for now, awaiting the promulgation of regulations by the Securities and Exchange Commission (SEC).  So for the time being, only accredited investors will be allowed to invest through the 99Funding platform.

As Wall Street veterans, Goos and Dowd emphasize that investor protection is the predominant focus of the funding platform. “We have been working in regulated financial markets for over 20 years,” said Dowd.  “We are not surprised that developing crowdfunding rules is taking longer than industry participants had hoped because we understand the complexity of the issues the regulators are facing.  Selling securities is not like raising money through donations or product pre-sales. Investor protection has to be the primary issue for the SEC and FINRA, since fraud is always a risk in the securities business.”

The 99Funding platform has been securely engineered to mitigate risk for investors.  First, due diligence on the offerings is handled through a partnership with CrowdCheck, a company that provides transparency and investor protection for crowdfunding and online investments.  Second, each offering must be distributed by a registered broker-dealer, which will vet the issuer and the offering terms before listing.  This role will be handled by affiliate North Capital Private Securities Corporation, member FINRA and SIPC.  Third, BancBox Crowd provides secure payments and escrow services for all investors and issuers.  Investor cash balances and escrow accounts are FDIC-insured.  Finally, Continental Stock Transfer & Trust Company will provide stock transfer agency services to ensure that all transactions are efficiently processed and recorded.

“We have a great team of business partners, all of whom have invested significant time and energy towards development of the investment crowdfunding market,” said Dowd. “It is wonderful to be working with the team at 99Funding.  They have put a huge focus on investor protection and deal transparency, and it shows.  99Funding is showing the way forward for the industry and helping to assuage the concerns of those who are unsure about new investment vehicles,” said Brian Knight, Vice President of CrowdCheck.

“We are pleased to be a partner for the 99Funding platform.  Jim and Craig’s focus on investors is totally consistent with the finest in shareholder services,” said Steven Nelson, President and Chairman of Continental.  Sanj Goyle, CEO of BancBox Crowd said, “Our relationship with the 99Funding team has been very constructive.  We think of Jim and his team as key partners in this developing industry, and our collaboration has no doubt resulted in a more robust BancBox Crowd tool set.”

99Funding has also partnered with Crowdnetic, a leading provider of market data solutions and funding portal platform technology.  Luan Cox, the Founder and Chief Executive Officer of Crowdnetic said, “99Funding was one of our early partners.  Coming from the traditional securities market, they were quick to recognize the value that Crowdnetic brings to the emerging crowdfunding market.”

99Funding is not the first private investment platform that Goos and Dowd have managed.  The two worked together at Bear Stearns to develop the HedgeSelect platform, one of the first open architecture platforms for hedge fund investing.  In 2008, Goos left to run the alternative investment business for UBS Wealth Management, and Dowd left to found North Capital.

Dowd notes, “We believe that crowdfunding will develop like other securities markets, with standardization of terms and eventually, syndication of deals among multiple platforms.  If the market evolves as we expect it to, the opportunity for investors and issuers will be huge.”