Showing 43 posts in Crowdfunding.
The SEC Crowdfunding Proposed Regulations: Issuer Advertising, Promoter Compensation & Topics Omitted
Issuer Advertising. Because of restrictive language in the JOBS Act, the SEC's proposed crowdfunding regulations impose significant restrictions on the issuer's ability to advertise the offering. (The "issuer" is the company raising capital.) Any advertisement, other than an advertisement posted on the intermediary platform, whether provided in an e-mail blast, published on the issuer's or a third party's website, posted on a social media site, published in print media, or broadcast on television or radio, must direct prospective investors to the intermediary's platform and cannot include anything other than the following information:
- A statement that the issuer is conducting an offering pursuant to Section 4(a)(6) of the Securities Act, the name of the intermediary, and a link to the intermediary's platform.
- The terms of the offering; i.e., the amount of securities offered, the nature of the securities, the price at which the securities are offered, and the closing date of the offering period.
- The name, address, phone number and website URL of the issuer.
- A brief description of the issuer's business.
- The e-mail address of a representative of the issuer.
The issuer may, however, communicate with investors and potential investors about the terms of the offering through communication channels provided by the intermediary on the intermediary's platform, so long as the issuer identifies itself as the issuer. The proposed crowdfunding regulations do not restrict issuer communications other than those that refer to the terms of the offering. Read More ›
Categories: Crowdfunding, Venture Capital/Funding
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The SEC Crowdfunding Proposed Regulations: Progress Updates & Post Offering Issuer Reporting Requirements
Progress Updates
During the course of a crowdfunding offering, the proposed SEC crowdfunding regulations require the issuer (the company raising capital) to provide a progress update no later than five business days after the issuer reaches one-half of its targeted offering amount, and again after the issuer reaches 100 percent of its targeted offering amount. If the issuer will accept proceeds in excess of the targeted offering amount, a third progress report will have to be filed no later than five business days after the offering deadline.
The progress update is to be provided on Form C: Progress Update (Form C-U). Click here to see a copy of proposed Form C.
The issuer will be required to file the Progress Update with the SEC on EDGAR, provide a copy to the issuer’s intermediary and investors signed up to date, and if the offering is continuing, make the Progress Update available to potential investors. Read More ›
Categories: Crowdfunding, Venture Capital/Funding
The SEC Crowdfunding Proposed Regulations: Overview of Issuer Financial & Disclosure Requirements
In a crowdfunding offering, the financial information the issuer (the company that is raising capital) is required to disclose will be determined in part by specific requirements built into the JOBS Act, and in part by SEC regulation. The proposed crowdfunding regulations include the following financial disclosure requirements: Read More ›
Categories: Crowdfunding, Venture Capital/Funding
The SEC Crowdfunding Proposed Regulations: Overview of Offering Statement & Non-Financial Disclosure Requirements
As is always the case, in the SEC's proposed crowdfunding regulations, the information an issuer (the company that is raising capital) is required to include in its offering statement is quite detailed. We present a high level overview below. Read More ›
Categories: Crowdfunding, Venture Capital/Funding
The SEC Crowdfunding Proposed Regulations: Deadline for Comments & Format for Issuer Disclosures
Deadline for Comments. The SEC's proposed crowdfunding regulations have now been published in the Federal Register. The deadline for submitting comments is February 3, 2014. As noted in our prior article, comments can be submitted electronically through the SEC's website, sec.gov, and at times, the SEC chooses to extend the comment period.
Format for Issuer Disclosures. Under the JOBS Act, the issuer (the company raising capital) must file specific disclosures with the SEC, and provide these disclosures to investors and the registered intermediary hosting the offering. The proposed regulations require the disclosures filed with the SEC to be filed through EDGAR (the SEC's Electronic Data Gathering Analysis and Retrieval System) on a new Form C. Read More ›
Categories: Crowdfunding, Venture Capital/Funding
The SEC Crowdfunding Proposed Regulations: Investor Maximum Investment Amount
As a reminder, under the JOBS Act, each investor is limited as to how much the investor can invest in an issuer (the company raising capital) using the crowdfunding exemption during a 12-month period of time. There were some ambiguities in the language of the Act. The SEC proposes to clarify the ambiguities such that the limitations are as follows:
- If the investor’s annual income and net worth are both less than $100,000, the investor may only invest the greater of $2,000 or 5% of the investor’s net worth during a 12-month period.
- If either the investor’s annual income or the investor’s net worth exceeds $100,000, the investor may only invest the greater of 10% of the investor’s net worth or 10% of investor’s annual income, but not to exceed $100,000 during a 12-month period.
Categories: Crowdfunding, Venture Capital/Funding
The SEC Crowdfunding Proposed Regulations: Use of Intermediary & Disqualified Issuers
Use of Intermediary. The proposed crowdfunding regulations require the issuer (the company raising capital) to make an offering through only a single intermediary. The SEC apparently believes that in order for an intermediary to perform the necessary monitoring functions, the intermediary needs to be the sole provider of intermediary services. Furthermore, the SEC sees value in having all public comments and discussions about an offering posted in one place. Read More ›
Categories: Crowdfunding, Venture Capital/Funding
The SEC Crowdfunding Proposed Regulations: Platform for Offering Issuer’s Maximum Offering Size
Platform for Offering. The SEC is proposing to limit the availability of the crowdfunding exemption to offerings that are made through a registered intermediary on an Internet website or similar electronic medium, referred to in the proposed regulations as a “platform.” Accessibility through mobile devices is permitted. What the SEC wants to assure is that the offering occurs in a technology environment that will be accessible to the public and allow members of the crowd to share information and opinions. The JOBS Act does not require this limitation. It appears that the SEC is placing considerable emphasis on the benefits of the role of online discussion forums. Read More ›
Categories: Crowdfunding, Venture Capital/Funding
The SEC Crowdfunding Proposed Regulations: Process Overview
In his recent blog posting, my colleague, John Mashni, noted that on October 23, 2013, the SEC issued a release containing the long awaited proposed crowdfunding regulations.
The SEC release is 568 pages long with an additional 17 page exhibit. Reviewing the release is not for the faint of heart!
We will share some of the highlights from the release and proposed regulations in bite sized pieces over a period of several weeks. We hope this will make the information easier for you to digest. Read More ›
Categories: Crowdfunding, Venture Capital/Funding
SEC Issues Crowdfunding Proposal
Have you heard? The Securities and Exchange Commission has voted to propose rules under the JOBS Act permitting companies to offer and sell securities through crowdfunding. Public comment on the proposed rules will be sought for a 90-day period following the publication in the Federal Register by the SEC. Crowdfunding is a new way of raising money from people online, some would even say a new social networking platform.
Is your company thinking about utilizing crowdfunding? Before you venture into this new opportunity contact your Foster Swift attorney and make sure you comply with the new rules. Contact Attorney John Mashni at 517.371.8257 or jmashni@fosterswift.com.
Categories: Crowdfunding
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