SEC Issues Three-Year Research Study on Title III, Regulation Crowdfunding (Reg CF) Fundraising Campaigns

Leading Crowdfunding Industry Analyst Firm, Crowdfund Capital Advisors, States Now is the Time to Update the Regulation to Further Enable Capital Formation

Washington, DC – Recently the Securities and Exchange Commission (SEC) published a staff report on Regulation Crowdfunding (Reg CF), also known as Title III Crowdfunding. The Commission, in the adopting rules, stated that the “staff will undertake to study and submit a research report to the Commission no later than three years following the effective date of Regulation Crowdfunding on the impact of the regulation on capital formation and investor protection.” The report finds the size of market, while modest in comparison to the broader financial markets, is evolving and doing so without any material risk to investors. Crowdfund Capital Advisors (CCA) data and analysis were cited in 7 references throughout the report.

“The industry is evolving systematically and responsibly,” says CCA Principal Sherwood Neiss. “With the appropriate adjustments to the regulation we can further enable capital formation without risk to investors. The time is now for the SEC to act.”

Sherwood Neiss, Crowdfunding Capital Advisors, testifies at the SEC The CCA data and references used by the SEC were attributed to analysis by CCA and published in VentureBeat as well as Crowdfund Insider. The data comes from CCA’s CCLEAR Database. CCLEAR is the leading Regulation Crowdfunding database that collects, cleans, aggregates and reports on all companies seeking funds via Regulation Crowdfunding as well as those doing parallel 506(c) offerings. A 506(c) offering is an online accredited investor offering. A parallel offering allows an issuer to run two offerings side-by-side and group the accredited investors in one pool and the Reg CF investors in another. This type of offering is popular for issuers that seek to raise in excess of the $1.07M cap in Regulation Crowdfunding. Issuers that seek to raise funds via Reg CF must file a Form C (a form filed by a company (issuer) with the SEC before starting to raise capital and discloses financial information for its current and prior fiscal years) as well as a Form C-U (a progress report that an issuer files that discloses total capital raised). Data that the SEC does not collect in either of these disclosures includes information like industry, a breakdown on the cost of the offering, daily change in capital commitments, daily changes in investors and information on a company’s valuation. CCLEAR collects all this missing data which allows for more detailed analysis of the market including which industries are most popular with the crowd, which regions of the country have the lowest/highest overall valuations, what industries the crowd is most interested in supporting, etc. An entire section of the report titled “Cost to issuers of undertaking a crowdfunding offering” came directly from research CCA did with issuers successful with Regulation Crowdfunding. A key finding from our research, which was highlighted in the report, was that “the total cost of creating a campaign page, issuer disclosures, film, and video, and hiring a marketing firm, a lawyer, and an accountant amounts to approximately 5.3% of the amount raised.” This average was based on feedback from 81 issuers. “This amount is substantially less than what a typical issuer would incur in a Regulation D offering,” says CCA principal Sherwood Neiss “and is a key reason why more companies should be looking at Reg CF as an attractive pathway to raising funds.” The report provides a detailed look at how Regulation Crowdfunding has performed through December, 2018. (For people interested in data through today’s date, you can find it on CCLEAR’s Daily Dashboard – see below for the latest data).

“Unlike opponents who said regulated crowdfunding would open the floodgates to fraud, we have yet to see fraud materialize,” says Neiss. “This is because there are easier ways to defraud investors than to come up with an idea for a business, incorporate it under federal laws, convince a funding portal to list you, spend hundreds of hours and thousands of dollars trying to bring your friends, family and followers to the campaign page, and then hitting 100% of your funding target or the commitments get returned. Add on top of this the hundreds of discerning eyes picking apart a campaign in the comments section. These types of ‘built-in investor protections don’t exist in other parts of the private capital markets.” Multiple recommendations were included in the report on how to improve Regulation Crowdfunding. The SEC cited a US treasury Report entitled “A Financial System That Creates Economic Opportunities.” The Report recommends: Allowing single-purpose crowdfunding vehicles advised by a registered investment adviser; Waiving certain crowdfunding offering limits for accredited investors; Amending certain crowdfunding investment limits by other investors; Modifying the Exchange Act’s Section 12(g) exemption; And increasing the limit on how much can be raised through crowdfunding from $1M to $5M. CCA’s principals were interviewed and cited in the Treasury report. The Fed’s recommendations were a summary of CCA’s more detailed recommendations as requested. “The industry is evolving systematically and responsibly,” ended Neiss. “With the appropriate adjustments to the regulation we can further enable capital formation without risk to investors. The time is now for the SEC to act.” # # #

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

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

By Robert Hoskins

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

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

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

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

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

Great Equity Crowdfunding Research Articles:

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

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

TABLE OF CONTENTS

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

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

5. QUALITATIVE PROTECTIONS FOR CROWDFUNDERS

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

CONCLUSION

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

TABLE OF CONTENTS INTRODUCTION

I. BACKGROUND

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

II. TWO CROWDFUNDING EXEMPTIONS COMPARED

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

III. AN INCENTIVES-BASED THEORY OF INVESTOR PROTECTION

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

IV. ASSESSING POTENTIAL SEC ACTION

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

V. RECOMMENDATIONS

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

CONCLUSION

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

Preface: The New Angel Investors

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

Chapter 1: The Foundations of Online Crowdfunding

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

Chapter 2: Equity Offerings under Reg. D

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

Chapter 3: Equity Crowdfunding for All Investors

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

Chapter 4: Intrastate Crowdfunding, Non-accredited Investors

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

Chapter 5: Deal Flow

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

Chapter 6: Angel Investors

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

Chapter 7:  How to Navigate through Title III Offerings

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

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

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

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

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

Chapter 10: Equity Crowdfunding Securities

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

Chapter 11: Deal Terms

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

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

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

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

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

Chapter 14: Liquidity and Secondary Markets

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

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

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

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

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(512) 627-6622
@Crowdfunding_PR

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

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

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

Community Banks: Renewed Purpose and Survival through Crowdfunding White Paper Cites Importance of Crowdfunding to Upgrade the Vitality of Community Financial Institutions

Community Banks Experienced a 24-percent Drop from 2000 to 2013 due to increased regulatory oversight, to competition from non-banks and internal conflicts all involving limited resources

By Robert Hoskins

Sausalito, CA – Breakaway Funding LLC issued the first of a three-part white paper series which describes the changing landscape of the private securities market and the importance of immediately implementing a crowdfunding as a survival tool for community financial institutions.

Kim Kaselionis, Breakaway Funding

“The deregulation of securities laws governing direct solicitation and participation by non-accredited investors, combined with the incredible innovations in technology and widespread adoption of social media is forcing unparalleled change in the private capital market,” said Kim Kaselionis, CommunityLeader’s CEO.

Co-authored by Breakaway Funding founder/managing partner Kim Kaselionis, and CommunityLeader, Inc. CEO/co-founder Joseph Barisonzi, the paper argues that without the integration of a crowdfunding program into their product offerings, community banks will continue to struggle to remain relevant to their commercial clients seeking growth capital.

The first paper is entitled “Banking with Purpose.” The second and third installments to be issued over the next month are “Crowdfunding 101 for Community Bankers” and “Sink or Crowdfund.”

Citing a 24 percent drop in the number of community banks from 2000 to 2013, the authors write that community-based financial institutions face overwhelming challenges, ranging from increased regulatory oversight to competition from non-banks to internal conflicts all seeking limited resources.

“The papers provide community bank leaders with the information they need to build an irrefutable business case,” said Kaselionis, former CEO/chairman of Circle Bank, “and to implement an immediate community-based crowdfunding strategy. We also show how they can preserve valuable relationships to remain competitive in the evolving capital market system. And we explain how the inclusion of potential investors previously prohibited from participating in funding transactions will cause fundamental changes in the market.”

Breakaway Funding, created by Kaselionis in late 2013, is a new funding portal providing a complete capital raising ecosystem through the lens of community bankers.

CommunityLeader was created in 2012 to help organizations understand and operate in the regulatory environment created by the JOBS Act. “The opportunities now and becoming available to financial institutions, small businesses and investors have opened an entirely new financial environment. What we have been able to do for our clients is help them successfully put the applicable provisions of the JOBS Act to work for them. Those who adopt early will find themselves both beneficiaries and leaders in their respective fields,” said Barisonzi.

Breakaway has conducted workshops, seminars and meetings over the past five months and will continue to make available crowdfunding educational information for bankers, businesses and investors

“The deregulation of securities laws governing direct solicitation and participation by non-accredited investors, combined with the incredible innovations in technology and widespread adoption of social media is forcing unparalleled change in the private capital market,” said Barisonzi. “Community banks have a unique opportunity to reclaim their leadership position as the source of growth capital for emerging businesses.”

“What we are seeing is an enormous interest in crowdfunding among bankers, investors and businesses,” Kaselionis said. “The pace of adoption and demand promises to grow steadily as more and more companies successfully fund their companies through this emerging market. Everyone recognizes that our capital markets and investment opportunities are evolving quickly and they seek to learn and educate themselves to see how they may benefit by being part of this economic tsunami.”

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