Since the passage of the JOBS Act and the subsequent rulemaking, there has been massive confusion by the general and investing public who often conflate the activities of the regulated investment crowdfunding industry and those of rewards-based or donations-based crowdfunding platforms. Aside from marketplace confusion, there is considerable reputational risk that regulated entities, and the regulated industry as a whole, face by being mistaken for the activities happening in a less regulated environment and by unlicensed actors (e.g. GoFundMe, Kickstarter, IndieGoGo).

Furthermore, while admirable, the efforts by some industry participants to provide clarity through use of other terms (e.g. “online capital raising,” “investment crowdfunding,” or “equity crowdfunding”) are insufficient or, in some cases, potentially misleading.   

By embracing ‘Regulated Investment Crowdfunding,’ we not only clarify our industry's scope but also underline the legal and regulatory frameworks that govern our operations. 

Private equity (PE) investors play a crucial role in the financial landscape, providing capital, expertise, and strategic support to companies across various stages of growth. However, their involvement is not without challenges and criticisms. Here are some of the problems associated with private equity investors:

1. High Leverage
- Debt Load: PE firms often use significant amounts of debt to finance their acquisitions, known as leveraged buyouts (LBOs). This can place a substantial financial burden on the company, increasing its risk of default or bankruptcy if it cannot service the debt.
- Financial Stress: The need to meet debt obligations can force companies to focus on short-term financial performance at the expense of long-term strategic investments, potentially stifling innovation and growth.

2. Short-term Focus
- Exit Strategy: PE firms typically have a relatively short investment horizon (5-10 years) as they seek to exit their investments through a sale or IPO for a return. This can lead them to prioritize short-term gains over the long-term health and sustainability of the business.
- Cost Cutting: To boost short-term profitability, PE investors may implement aggressive cost-cutting measures, including layoffs, which can impact employee morale, company culture, and the quality of products or services.

3. Loss of Control
- Management Changes: PE firms often seek significant control over the companies in which they invest, which can lead to changes in management and strategic direction. While sometimes beneficial, these changes can also disrupt the company's operations and alienate existing leadership and staff.
- Strategic Shifts: The strategic priorities of the PE firm may not always align with the long-term vision of the company's founders or existing management, leading to conflicts and tension.

4. Operational Disruption
- Restructuring: The operational changes and restructuring efforts initiated by PE investors to improve efficiency and profitability can disrupt ongoing operations and may not always lead to positive outcomes.
- **Innovation and Growth:** The focus on cost-cutting and debt repayment can limit the company's ability to invest in innovation and growth opportunities, potentially leaving it at a competitive disadvantage.

5. Transparency and Accountability
- Private Operations: Given the private nature of PE transactions, there is often less transparency compared to public companies, which can lead to concerns about accountability, especially in terms of social and environmental impact.
- Regulatory Scrutiny: PE firms and their investment practices have come under increased scrutiny and criticism for their impact on employees, communities, and the economy, leading to calls for more stringent regulation and oversight.

6. Market Impact
- Consolidation: PE-led mergers and acquisitions can lead to industry consolidation, potentially reducing competition and innovation in certain sectors.
- Economic Impact: There are concerns about the broader economic impact of PE investments, particularly regarding job losses, wealth concentration, and the stability of financial markets.

While PE investors can provide valuable resources and expertise to help companies grow and succeed, it's important for companies considering PE investment to carefully weigh these potential challenges and ensure alignment of goals and values.

C-AR in April 2024 if any sales were made in this offering. Even if sales weren't made until the day before the C-AR was due! I have a funny story about that one.

SEC Staff say that (in contrast to the way sales are treated in Reg D and PIPE transactions) the "sale" is when the obligation to pay is binding on the investor and they can't withdraw their investment.

Regulation D (Reg D) crowdfunding refers to a specific exemption under the U.S. Securities and Exchange Commission (SEC) regulations that allows companies to raise capital through the sale of securities without having to register those securities with the SEC. The regulation is part of the broader set of rules governing private placements.

Regulation D provides three different rules (Rule 501, Rule 502, and Rule 503) that companies can use to conduct private placements, and one of these rules, Rule 506, is commonly associated with crowdfunding activities. Rule 506 has two variations: Rule 506(b) and Rule 506(c).

1. Rule 506(b): This is the traditional form of private placement under Regulation D. It allows companies to raise an unlimited amount of capital from an unlimited number of accredited investors (typically high-net-worth individuals and institutions) and up to 35 non-accredited investors who meet certain sophistication requirements. The company, however, cannot engage in general solicitation or advertising to attract investors.

2. Rule 506(c): This variation allows companies to engage in general solicitation and advertising to attract investors, but all investors must be accredited, meaning they meet specific income or net worth criteria. This rule provides greater flexibility in marketing and reaching potential investors.

It's important to note that crowdfunding under Regulation D is distinct from crowdfunding under Regulation Crowdfunding (Reg CF), which is a separate SEC regulation that allows companies to raise smaller amounts of capital from a larger number of both accredited and non-accredited investors through registered crowdfunding platforms.

In summary, Reg D crowdfunding allows companies to raise capital through the sale of securities without a full SEC registration process, primarily targeting accredited investors. The specific rules and requirements depend on whether the company chooses Rule 506(b) or Rule 506(c).

Yes you can do a Reg D offering concurrently with a Reg CF offering. However, you'd want to make the Reg D a 506(c), which permits general solicitation, because while concurrent offerings under Reg CF  and 506(b) are theoretically possible, it can get very complicated, especially because in the CF you are going to have to disclose the existence of the Reg D offering (and vice versa).   

Lack of a campaign plan to map out the algorithmic path to their goal raise amounts. I've built out a model that I call the "8-Point Plan that I recommend for building out a proper Strategy:

1. Industry Overview

2. Competitor Marketing Audit

3. Target Audience Personas

4. Channels

5. Creative Plan

6. Partnerships

7. Projections

8. Activation Summary

Realistically, issuers need 50k visitors per 1k investments (reflecting a 2% conversion rate) per $1m raised on a Reg CF, based off a $1k avg investment value (following stats/articles on Kingscrowd). It's important to draft our these traffic sources accordingly, and feature as much Social Proof as possible to validate the deal.

Here are links to more info:

Deck

Video Presentation at Equity Crowdfunding Week (full session here)

"Testing the waters" (TTW) in crowdfunding refers to the practice of gauging interest and collecting potential commitments from potential backers BEFORE officially launching a crowdfunding campaign. This pre-launch phase allows creators to assess the viability of their project and gather insights into how well it might be received by the crowdfunding community.

Creators often create a preliminary campaign page or use a specialized "pre-launch" page on a crowdfunding platform to showcase their project idea, outline key details, and, in some cases, offer early incentives or exclusive rewards for those who express interest or make a commitment to back the project once it officially launches.

During this testing the waters phase, creators can collect email addresses or other contact information from interested individuals. This information can be used to build a mailing list and keep potential backers informed about the project's progress, updates, and the official launch date.

Testing the waters serves several purposes:

1. Assessing Interest: Creators can gauge whether there is sufficient interest in their project before investing time and resources into a full-fledged crowdfunding campaign.

2. Building a Community: Gathering a list of interested individuals allows creators to build a community around their project, which can be beneficial when the campaign officially launches.

3. Feedback and Refinement: Creators can receive feedback on their project idea and make necessary adjustments based on the responses they receive during the testing phase.

It's important to note that while testing the waters can be a valuable strategy, creators should be transparent about their intentions and clearly communicate that the project is in the pre-launch phase. Additionally, not all crowdfunding platforms have specific features for testing the waters, so creators may need to use alternative methods to gauge interest, such as social media or a dedicated website.