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.

The difference between a Rule 506(b) offering and a Rule 506(c) offering under Regulation D of the U.S. Securities and Exchange Commission (SEC) follows:  

1. Rule 506(b) Offering: 
   - Accredited and Non-Accredited Investors: In a Rule 506(b) offering, issuers can raise capital from both accredited and non-accredited investors. However, if non-accredited investors are included, the issuer must meet certain disclosure requirements, and there are limitations on the number of non-accredited investors that can participate.
   - No General Solicitation: Issuers are not allowed to engage in general solicitation or advertising to attract investors. The offering is typically limited to a pre-existing network of investors.
   - Self-Certification: Investors can self-certify their accredited investor status, and the issuer does not have the same obligation to verify the accredited status of investors as required in Rule 506(c).

2. Rule 506(c) Offering:
   - Accredited Investors Only: In a Rule 506(c) offering, issuers are allowed to solicit and advertise the offering to the general public. However, they can only accept investments from accredited investors.
   - Verification of Accredited Status: Unlike Rule 506(b), Rule 506(c) requires the issuer to take reasonable steps to verify that investors are accredited. This verification process adds an extra layer of due diligence.
   - No Limit on Offering Amount: There is no specific limit on the amount of capital that can be raised in a Rule 506(c) offering.

In summary, the key differences between Rule 506(b) and Rule 506(c) offerings lie in their approach to investor eligibility, solicitation methods, and the verification of accredited investor status. Rule 506(b) allows for a broader pool of investors but restricts advertising, while Rule 506(c) permits general solicitation but limits investors to accredited individuals or entities.

Title III Crowdfunding, also known as Regulation Crowdfunding or Reg CF, is a provision under the Jumpstart Our Business Startups (JOBS) Act that allows small businesses and startups to raise capital from a large number of individual investors through online crowdfunding platforms. This provision went into effect in May 2016 and was designed to make it easier for early-stage companies to access funding from a broader pool of investors.

Key features of Title III Crowdfunding include:

1. Investor Limits: Both accredited and non-accredited investors can participate, with certain limitations on how much they can invest. The investment limits are based on the individual's income and net worth.

2. Maximum Raise: Companies can raise up to a maximum of $5 million in a 12-month period through Title III Crowdfunding.

3. Online Platforms: Companies seeking funds under Reg CF must use online crowdfunding platforms registered with the U.S. Securities and Exchange Commission (SEC). These platforms facilitate the offering and provide a space for companies to present their investment opportunity to potential investors.

4. Disclosure and Reporting: Companies are required to provide certain disclosures to investors, including details about their business, financials, and use of funds. Ongoing reporting obligations are also imposed on companies to keep investors informed about their progress.

5. Intermediaries: Intermediaries, which are the online crowdfunding platforms, play a crucial role in facilitating the offering and ensuring compliance with regulatory requirements. They perform due diligence on the companies, provide educational materials to investors, and help manage the investment process.

6. Investor Protections: Title III Crowdfunding includes provisions to help protect investors, such as a requirement for background checks on company principals and a limitation on how much an individual investor can invest based on their financial circumstances.

Title III Crowdfunding aimed to democratize investment opportunities by allowing everyday individuals to invest in early-stage companies, which was previously limited to accredited investors. It offers potential benefits to both entrepreneurs and investors. However, it's important to note that investing in startups and early-stage companies carries inherent risks, as many of these businesses may fail to achieve their goals.

Before participating in any investment through Title III Crowdfunding, individuals should thoroughly research the companies and understand the risks involved. Consulting with financial advisors or legal professionals is also advisable to make informed investment decisions.

The SEC has been relatively lenient with crowdfunding issuers (as opposed to crowdfunding intermediaries), possibly so as not to stifle this emerging industry, so as yet there is not really a "most common" way to get in trouble.

They have brought a series of actions against companies raising under Regulation A for failures to comply with the very technical requirements relating to how Reg A offerings are modified, extended or expanded. They have also brought actions against Reg A issuers for misleading statements.

However, I am not aware of Reg CF issuers getting into the same sort of trouble, even though I have seen significant violations of the various ways they can get into trouble (companies not eligible to use Reg CF, companies failing to extend or expand offerings in compliance with Reg CF, companies making misleading statements, companies violating the Reg CF communications rules). I have heard anecdotally of the SEC warning issuers that they should get advice from a securities lawyer, though.

The statement that "investment crowdfunding is for companies who can't raise elsewhere" is largely inaccurate. In fact, investment crowdfunding has become an increasingly popular alternative financing solution for businesses of all sizes and stages of development. Many startups with solid business plans are now turning to online investor platforms as a viable way to save costs, attract more investors that can become customers ("investomers"), and build recognition in the marketplace.

It's true that investment crowdfunding can provide vital capital investments for companies with limited resources or access to banks or venture capitalists and it's also a viable way for established businesses to bypass traditional methods and raise funds with greater speed and efficiency.

For brands that rely heavily on their fans for success or for loyal customers to make repeat purchases, I predict that within 20 years, investment crowdfunding will become THE key competitive lever to building customer loyalty.   

The U.S. Securities and Exchange Commission (SEC) provides guidance and instructions for preparing Form C for Regulation Crowdfunding (Reg CF) offerings. Form C is the disclosure document that must be filed with the SEC and provided to potential investors in a Reg CF crowdfunding campaign.

The SEC's official website is the primary source for the most up-to-date information and guidance on preparing Form C and complying with Reg CF requirements. The guidance typically includes information on the following aspects:

1. Form C Content: The SEC provides detailed instructions on what information needs to be included in Form C. This includes information about the company, its management, its financial condition, the terms of the offering, and other relevant details.

2. Financial Statements: The guidance outlines the financial statement requirements for the offering. Depending on the amount being raised, companies might need to provide financial statements reviewed or audited by an independent accountant.

3. Risk Factors: Companies are required to disclose the risks associated with their business and the investment. The SEC guidance may provide recommendations on how to identify and present these risks.

4. Business Description: Form C should include a description of the company's business operations, products, services, and any other relevant information to help potential investors understand the nature of the business.

5. Use of Proceeds: The company needs to explain how it intends to use the funds raised through the crowdfunding campaign.

6. Target Offering Amount and Deadline: Information about the minimum and maximum amount the company is looking to raise, as well as the deadline for the campaign.

7. Compensation to Intermediaries: If the company is using a crowdfunding platform or intermediary to facilitate the offering, it should disclose the compensation arrangements.

8. Information about Directors and Officers: Details about the company's directors, officers, and owners, including their backgrounds and involvement in other businesses.

9. Ownership and Capital Structure: Information about the company's ownership structure, including the types of securities being offered and the rights associated with them.

10. Ongoing Reporting: Companies are required to provide updates to investors and the SEC after the offering is completed. The guidance may provide information on these ongoing reporting obligations.

It's important to note that the SEC's guidance may evolve over time, and it's essential to refer to the latest resources available on the SEC's official website or consult legal and financial professionals who specialize in securities regulations for the most current and accurate information.