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What do you think of Chat GPT's response to my query?
There is a federal exemption for Demo Days but it is useless because it doesn't preempt state law. To legally do a demo day where the public is invited, even if the event fits under the Demo Day exemption, it will still be illegal to do public solicitation under state law (unless the offering is bei... more
There is a federal exemption for Demo Days but it is useless because it doesn't preempt state law. To legally do a demo day where the public is invited, even if the event fits under the Demo Day exemption, it will still be illegal to do public solicitation under state law (unless the offering is being done under Reg CF or Rule 506(c) in which case there is federal preemption).
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When does the Reg CF clock start and end for the raise limits each year? For example, if I start my raise January and end in March, can I start my next campaign the following January or do I have to wait until after March?
It is a rolling 12-month period. So you can start a new one as long as you are under the threshold and you have the needed financial statements. Usually you will need to prepare new financial statements every April 30 (for calendar-year companies)
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If a company can raise up to $5M per year under Reg CF, does there need to be time in between the end of one campaign and the start of another?
Assuming you are asking about another CF round. The cap under Regulation CF is applied to a rolling 12-month period.
Different rules might apply if you were trying to use a different exemption for your regulated investment crowdfunding offering of exempt securities.
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Does the Rise Up Crowdfunding portal have any live offerings yet?
Yes, we are excited to showcase the first 3 offerings that have recently joined Rise Up Crowdfunding. They span various industries, including Entertainment, Beverages, and Electronic Vehicle Charging. You can learn more here: https://riseupcrowdfunding.com/
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Form C-AR (Annual Report) filing requirement deadlines
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 ... more
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.
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Can my company do a Reg D offering at the same time we're raising a crowdfunding Reg CF offering?
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... more
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).
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Where do most companies fall short on DIY crowdfunding marketing campaigns?
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... more
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)
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What is Title III Crowdfunding?
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 we... more
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.
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What are the most common ways that crowdfunding issuers can get in trouble with the SEC?
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 R... more
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.
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