CCA Sends Letter to SEC in Support of Increasing the Regulating Crowdfunding Cap to $5 Million

Read CCA’s Letter to the SEC
in Support of Increasing the Regulating Crowdfunding Cap to $5 Million
On May 29th, Crowdfund Capital Advisor submitted a letter of support for the proposed amendments to Regulation Crowdfunding. In particular we are supportive of:

  • Increasing the maximum raise from $1.07 million to $5 million;
  • Changing the non-accredited investors limits based on the greater of an income or net worth standard;
  • Allowing for the use of crowdfunding vehicles;
  • Increasing the reviewed financial threshold to $500,000 raises and audits to $5 million for initial offerings.

With Data We Can Make Informed Decisions that Support These Changes

For 4 years, we have collected information on all Regulation Crowdfunding offerings via our CCLEAR database. We pull in over 100 public data points on each offering that includes all key financial data metrics as well as company valuations and daily transactional information. This type of data and standardized datasets on private companies never existed before and has now become industry standard. This delivers more transparency into the private capital markets than has ever existed before.

Click Here to Read our Letter to the SEC
Here are Some Key Quotes from Our Letter

“We believe that regulation must scale to fit the size of a business and that an issuer that is not the same in terms of revenue (i.e. millions vs hundreds of millions), complexity (i.e. local operations vs national or international), tax practices (domestic vs international), etc should not be held to the same standards as a public company. This would be overly burdensome for them without providing additional benefit. In essence, the larger the corporation the more complex. The smaller the less complex. We feel that Regulation Crowdfunding does a fair job in terms of trying to balance the needs of the business with the needs of the investor.”

“In the 4 years since Regulation Crowdfunding went into effect, there have been no media stories about fraud. Rather there has been unspoken coverage of the benefit these locally supported businesses have provided.”

“Because companies must disclose how a valuation was determined and potential investors can discuss this on the forum part of an offering page, it provides investors a means to determine whether they agree with that valuation or not (prior to investing).  It cannot be stressed enough how this transparency is unique investor protection in the private capital markets.”

“There has been no fraud. Nor has there has also been no systematic perversion of retail or accredited investors.”

“In interviews conducted with both issuers and portals, it was discovered that the majority of the investors in these offerings had a first or second degree relationship to the issuer and/or industry knowledge about the company’s product, services, IP or technology. Any of these creates a degree of trust that doesn’t exist between investors and public companies, which is why public companies must file detailed disclosures.”

“Based on the crowdfunding data from the last 4 years, the average investment is currently approximately $715.  This is an investment quantum that does not appear to raise immediate concerns of undue concentration risk for most individuals with the appetite and ability to make early stage investments.”

“Finally, the system doesn’t benefit one class of investors over another in an offering as they are all presented the same information which is available from one central location the online investment platform, as opposed other exemptions where individual offering memorandums can be amended over time from one group of investors to another.”

“Put simply, the Regulation Crowdfunding disclosure framework improves issuer conduct and accountability.”

Increasing the cap to $5 million will:

  • “Provide a balanced way for more issuers to raise funds from investors they are closest to, with prescriptive disclosures that inform/protect investors.”
  • “Spread costs out and decrease the fees as a percent of the raise. This not only benefits issuers but investors as their capital investment goes into growing/scaling a company as opposed to paying offering fees.”
  • “Enable larger, mid-sized firms, (that may be more stable and lower risk) to use crowdfunding for expansion capital and  job  creation.  This adds more diversity of risk  levels to the investment landscape which is an investor protection.”
Value of the CCLEAR Database to investors, policy makers and regulators:
Three components within the Regulation Crowdfunding framework reveal how issuers are performing over time and display macro-economic SME trends. These are:
  1. In an initial offering, issuers are required to file disclosures that document the change in their financial wellbeing between the most recent fiscal year and the prior fiscal year.
  2. Annually, firms that have raised funds via crowdfunding must file an annual report that discloses the changes in their financial wellbeing year over year since their raise. And
  3. When follow-on capital is raised the new valuation is disclosed. This tracks unrealized returns over time. Since the beginning of Regulation Crowdfunding, there have been almost 150 companies that have used it for follow on rounds.
Because of this data the CCLEAR Database can provide insight into how the industry is growing, where capital is flowing based on demographics, how economic activity is positively impacted, how jobs are promoted, and more. All of this reduces fraud and decreases cost and risk to investors as well as enabling regulators and policy makers to continue to refine regulation to both improve capital formation and investor protection.
Click Here to Download the 4 Year Analysis of Regulation Crowdfunding
The ”Lack of Transparency” Argument is Moot

People and organizations should not hide behind 80 year old arguments that “investors are unaware” in private transactions. If they do, they clearly haven’t read the Regulation Crowdfunding regulations or analyzed tens of thousands of pages of disclosures or carefully analyzed the data. If they did, they would realize that due to this piece of legislation investors now have access to more data and information to make an informed decision than they ever did before.

It is inaccurate and unfair for any individual or organization to say that there is no transparency in this segment of the private capital markets. There is more data and more prescriptive disclosures than probably anywhere else in the private markets with the exception of Regulation A.

We commend the SEC and its staff for the hard work they are doing to promote the interests of capital formation for startups and small businesses while maintaining the hallmark of investor protection.

VIDEO: How to Save America’s Small Businesses/Local Economies by Turning Customers into Investors

8 Minute Video: How to Save America’s Small Businesses by Turning Customers into Investors
Last week we were interviewed by Devin Thorpe who is also a contributing author to Forbes about how to get customers back into businesses. Our idea, for the next stimulus package, is a fund that would co-invest alongside the crowd in Main Street businesses that have been hit hard by the pandemic.

You can see the video explaining the idea by clicking the image below.

Sherwood Neiss’ interview with Devin Thorpe
Let Congress Know You Support the Co-Investment Fund Idea
Many of you have asked us how you can help promote the co-investment fund idea. Help us by sending a letter to your Congressional representatives. You can click the image below to do so. Then copy and paste the summary of the framework below the image.
If you want to contact your congressional member directly (or state or local government official) and need talking points, contact us. We’d be happy to share what we are sending around.

SEC Makes Emergency Amendment to Regulation Crowdfunding Rules to Help Restore America’s Small Businesses

SEC Makes Emergency Amendment to
Regulation Crowdfunding Rules to Help Restore America’s Small Businesses
and How YOU Can Help Get America Back on Her Feet
According to a press release “The Securities and Exchange Commission is providing temporary, conditional relief for established smaller companies affected by COVID-19 that may look to meet their urgent funding needs through a Regulation Crowdfunding offering. [These] actions, which follow suggestions made by members of the SEC’s Small Business Capital Formation Advisory Committee, will expedite the offering process for eligible companies by providing relief from certain rules with respect to the timing of a company’s offering and the financial statements required.  To take advantage of the temporary rules, a company must meet enhanced eligibility requirements and provide clear, prominent disclosure to investors about its reliance on the relief. The relief will apply to offerings launched between the effective date of the temporary rules and Aug. 31, 2020.”

“In the current environment, many established small businesses are facing challenges accessing urgently needed capital in a timely and cost-effective manner,” said SEC Chairman Jay Clayton. “Today’s action responds to feedback we have received from our Small Business Capital Formation Advisory Committee and others about the difficulties these companies may face in conducting an offering within a time frame that meets pressing capital needs, while continuing to provide appropriate protections for investors.

Key changes include the following:

  1. Companies raising up to $250,000 will only need to self-certify the financials as opposed to spending time and money on a comprehensive CPA review
  2. Removing this will expedite the process to list an offering
  3. 21 days waiting period to take commitments has been temporarily removed and
  4. Offerings can close sooner than the campaign deadline date as long as the target offering amount has been reach
To read the comprehensive temporary amendment to the rules click here.
Let Congress Know You Support the
Co-Investment Fund Idea
Many of you have asked us how you can help promote the co-investment fund idea. Help us by sending a letter to your Congressional representatives. You can click the image below to do so. Then copy and paste the summary of the framework below the image.

The USA Public-Private Partnership to Save Small Business

SUMMARY

This program would create a co-funding facility specifically for Main Street USA businesses. The federal government would match up to $250,000 per business, in funds raised from their communities via private sector online funding platforms that are currently permitted by the JOBS Act, passed by bipartisan majorities in 2012. Online financing started in 2016 and since then, communities have raised over $370,000,000 for American small businesses, with no fraud.

WHY IS THIS PROGRAM NEEDED?

This powerful program tackles many of the problems with the existing stimulus programs to efficiently and transparently deliver capital to true small businesses across the U.S. because it:

  • Is permitted under existing securities policy and SEC regulation.

  • Engages local communities to support local businesses they believe in.
  • Can benefit up to 500,000 Main Street businesses within 60 days allowing for the re-employing of million Americans.
  • Leverages existing multiple private-sector technology platforms that:
    • Have experienced NO FRAUD in 4+ years.
    • Were built specifically to deliver funding to small businesses.
    • Do not rely on one system (the SBA loan process) that crashes frequently.
  • Provides transparency and weekly reporting of all loans/investments.
  • Provides an alternative funding resource to small businesses in need.
  • Focuses on Main Street USA Businesses which will, by default, prevent large enterprises that need large sums of capital from using this program.
  • Replicates a similar, very successful program in the United Kingdom.

WHAT ARE THE NEXT STEPS TO ENACT THIS PROGRAM?

  1. Agree that a co-funding facility for American small businesses can create jobs, save small businesses and rebuild  local economies.
  2. Approve funding for a “Phase 1 Program” (a $20 billion program would benefit up to 80,000 small businesses).
  3. Include language in the next recovery bill that clarifies the JOBS Act regarding these types of collective funding vehicles are explicitly permitted.
  4. Approve the framework that explains how existing portals may register, businesses may apply, determines targets and specifies fund distribution timeline and requirements.
  5. Use existing data standards and reporting to create transparency via weekly reporting to federal/state governments and the public.

The $62.5 Billion Dollar Main Street Co-Investment Fund that could reemploy 20 Million Americans within 60 Days

While well intentioned, a significant portion of the first round of PPP funds did not reach Main Street businesses. We need to expand a financing service already up and running in the US since 2016 that is 1) targeted at true small businesses;  2) fast – that can be rolled out in 60 days or less; and 3) harnesses communities in partnership with the government to reopen businesses that we all count on in our daily lives. How do we know it will work? The British government has run a similar program for the last 4 years with great success and no fraud.

The Federal Government can form a partnership with online investment platforms to leverage the power of Regulation Crowdfunding (Reg CF) to immediately launch a $62.5 billion dollar co-investment fund. Reg CF allows small businesses to raise money from any American as long as companies provide disclosures and leverage platforms that are registered with the Securities and Exchange Commission (SEC). This tool has been in the works for 4 years now and there has been no fraud. Most importantly, it supports small businesses in communities all across the United States in over 80 industries and supplies critically important jobs.

Why $62.5 Billion? Consider this:

  1. According to data from companies that have leveraged Reg CF, the average small business employs around 7 individuals.
  2. Between independent contractors and support vendors that provide critical products and services an additional 49 employees are supported (according to data from Paychex).
  3. This is a total of 54 direct and indirect jobs created and supported by each small business.
  4. If there are 27 million people that filed for unemployment, that’s 500,000 business affected (27 million unemployed / 54 jobs supported per business).
  5. If we assume on average they need $250,000 cash to get back up and running, the crowd comes in with $125,000 and the government matches up to $125,000 that the crowd invested. That’s $62.5 billion from the local community ($125,000 * $500,000 businesses) and $62.5 billion from the government.
  6. Together with the crowd that would be a $125 Billion dollar investment into local communities. These businesses would re-employ those individuals that lost their jobs. The money would reinvigorate these local economies.
  7. The Crowd and government could be repaid in full, with interest, over an agreed upon period of time.

How would it work?
A co-investment debt fund could engage local customers/citizens to invest in local businesses they use and trust. These lenders would have a vested interest in the outcome of the business and hence would be frequent users and brand ambassadors for the business. By investing $1 from the fund for every $1 that came from the crowd, the cash infusion would double and the oversight would be greater than traditional debt investments from banks.

This type of program could be implemented fairly quickly. Since the technology and regulation is already in place and operating, it could be immediately launched. Since the platforms that exist are already registered with the Securities and Exchange Commission as well as FINRA these platforms are known entities. The regulation already requires that companies seeking funds have disclosures necessary to inform investors so investors aren’t making blind decisions. And the framework requires that companies exceed minimum funding targets that they set, so if a company fails to reach its minimum funding target, no money is transferred to them and the crowd doesn’t lose. A co-investment fund could start as a trial and then expand if successful, thus mitigating risk and also increase speed to market.

Strategy 
The Federal government would work with online investment platforms to co-lend to America’s small businesses and entrepreneurs. The loans could be up to $500,000 with the crowd able to fund up to $250,000 and the Federal Government to match the loans, dollar for dollar, up to $250,000. (A majority of the loans would be less than $500,000 … with the mean loan being around $250,000 with half coming from the local community).

In 2012, the JOBS Act was enacted on a bipartisan basis to create new sources of funding for small businesses and entrepreneurs. There are now over 50 online funding platforms that  enable entrepreneurs and small businesses to raise money from local investors, customers, and fans. These funding portals enable businesses to raise money via debt or equity (stock) instruments. The platforms are licensed and regulated by the SEC and FINRA. This provides infrastructure to activate this program immediately.

Investment Instruments Available
While there is no limit on the type of securities a company may issue under Reg CF, it is suggested that initially, bonds, debt and revenue-based financing vehicles would be the types of securities for this pilot program.

Repayment Process
This program would be similar in structure to the PPP program, but more targeted to small businesses.

  • The maximum funding is to be determined by the Federal Government. If the pilot program is deemed successful, it can choose to expand the program over time.
  • The Federal Government could choose to forgive part or all of their portion of the funding.
  • Funds are repaid in full, first to private investors.
  • The Federal Government is repaid after all private investors have been repaid.
  • The Federal Government can choose to forgive part or all of the loans.  Examples would be to forgive 50% or 75% of the government’s portion of the loan, providing the private sector has been fully repaid on time.

Oversight
As with any type of financing, oversight is critical. The following key levers will provide oversight for the program:

  1. Fund manager provides oversight on fund operations and works with the fund administrator to deliver periodic reporting to the appropriate government agency on fund performance and operations.
  2. Fund managers engage with platforms to provide oversight.
  3. Portals provide oversight on individual company diligence.
  4. Community investors provide oversight on company performance.

We need bold action now.  This program can quickly deliver capital to the small businesses that puts millions of Americans back to work, and delivers services that everyone will depend on to start feeling some sense of normalcy back in our lives.

For details of a draft plan, contact us.

Crowdfunding Update – How Regulation Crowdfunding Stood up to the First Weeks of Coronavirus –Almost Opposite of the Public Markets

The Coronavirus is taking the financial markets by storm. It began its attack on the public markets around February 12th. Since then, the markets have dropped 30% off their highs and have made wide swings from one day to the next. It has been one of the most volatile periods in history. While we have yet to see how everything will play out, it is encouraging to see that this volatility has seemingly not had the same impact on private funding online. The data shows that people are still investing in their local businesses via online platforms. And their numbers are growing year over year. This will play an important role as we emerge out of this pandemic. We wanted to understand what is happening, so we dug into the data, reached out to a few platforms, and this is what we learned.

Since February 12th, over $11.6 million has been invested into over 320 active companies, who are raising money on 13 online investment platforms. Over 21,000 investors have made individual investments into these companies. Comparing this to the same period last year, $9.8 million was invested into 227 active companies on 17 platforms by over 11,000 investors. There were 41% more active companies during the same period last year. The amount invested was up 16.3%, and the number of investors engaged was up 90%. All of these select private market indicators were up despite the public markets being in a free fall.

The image below shows period over period activity from February 12th to March 18th. What we see is that, despite the volatility in the public markets, this segment of the private capital markets appears to be withstanding the negative impacts … for now.

There have been several breakout companies during this period of public volatility. The list below shows the top 10, who they are, where they are based, where they are raising funds, and how much they’ve raised during this period.

Company City Listing URL Amount Raised Between 2/12/20 and 3/18/20
Mightly Quinn’s Passaic https://www.seedinvest.com/mightyquinns/series.b  $1,075,619
Lost Spirits Vernon https://wefunder.com/lost.spirits  $1,070,000
Black Sands Entertainment Brooklyn https://wefunder.com/black.sands.entertainment  $480,000
Ample Foods San Francisco https://republic.co/ample-foods  $295,836
McSquares Denver https://wefunder.com/mcSquares_The_Art_Of_Whiteboarding  $282,207
Neurohacker Carlsbad https://wefunder.com/neurohacker  $277,529
Called Higher Studios Franklin https://www.startengine.com/called-higher-studios  $274,730
GenesisAI Allston https://wefunder.com/genesis.ai  $263,725
Copperworks Distilling Seattle https://wefunder.com/copperworks.distilling  $259,637
Fisher Wallace New York https://www.startengine.com/fisherwallace  $249,693

We asked some of the platforms for their thoughts on why the private capital markets might be operating differently from the public ones. Ryan Feit, CEO of SeedInvest, shared an interesting perspective. As he put it: “Sentiment is good. Venture will freeze up and entrepreneurs will need to utilize alternative sources of capital more than ever. On the investor front, the public markets will undoubtedly take a toll but given that the private markets have a low correlation to public and with interest rates at zero, hopefully people will continue to shift capital away from traditional assets.”

Chuck Pettid, CEO Republic Crowdfunding Portal, said “Investors may be starting to turn more to private markets because their numbers don’t move so rapidly as we’ve seen in the public markets.” Over the past week he’s heard that “Investors are looking for more long-term stability and when I see this being repeated it ends up being a theme.” Given the high volatility in the public markets this might be a reason to increase one’s diversification. “Sure some startups will fail but not in one day,” he says “it will take time.” When asked why he thinks people are investing, he shared “People are looking to diversify while some are investing strictly out of support. They want these businesses to be around and these investors can play an important part in America getting back on her feet.” When asked if he’s sees any correlation between the markets he remarked that the periods where the stock markets took deep dives, they saw very little investments happening on their platform but when it picked up, so did their volume. And while investors in this segment of the private markets can cancel their investments he acknowledged that they are seeing very little of that.

Jonny Price, Director of Fundraising at Wefunder felt “It is too early to tell. While he could certainly see how this crisis would lower investment volume March 2020 has been is our best month ever already.” He also agreed with Pettid and Feit above by stating, “You can make a case that when the stock market is crashing, investors will seek alternative investment opportunities. And when conventional sources of capital dry up (e.g. VC), more founders might turn to their fans and customers for capital.” His last thought was most poignant, “High level — if there was ever a historical moment for a democratic and people-powered financial system, this would seem to be it.”

We will continue to monitor this segment of the private capital markets to see how they are impacted. We will also share with you stories coming from both the platforms and the companies raising money on them that are focused on COVID-19. In the meantime, it is heartening to see that investments haven’t trailed off. At some point we will come out of this downturn, when we do these startups and small businesses will play an important role in helping to reinvigorate local economies and provide valuable jobs. Two of the things that seem most impacted by the coronavirus to date.

SEC to Increase Regulation Crowdfunding Cap from $1 Million to $5 Million

We are excited to share with you today’s press release by the Securities and Exchange Commission with long awaited improvements to Regulation Crowdfunding as well as other exempt offerings. These changes should significantly increase the utilization of online finance in the United States over time.

In particular, we are thrilled that the years we have spent in Washington, DC advocating for changes and represented in letters and reports from the Treasury Department have resonated with the Commission. The changes outlined below will make the industry more appealing to issuers, allow the industry to scale and make online fundraising more efficient. Many thanks goes to the hard working people at the Commission.

Over the last 4 years, the data that CCA has collected on the industry has clearly shown that these offerings are conducted in a secure, efficient and nearly fraud-free market. This demonstrates the importance of a common data standard for the industry to enable transparency in the markets for regulators and investors. Other governments around the world should take note of these newly expanded rules as they contemplate their own opening of the private capital markets.

According to the press release, here are the highlights:

Offering and Investment Limits.  The Commission proposed revisions to the current offering and investment limits for certain exemptions.

For Regulation Crowdfunding: 

  • raise the offering limit in Regulation Crowdfunding from $1.07 million to $5 million;
  • amend the investment limits for investors in Regulation Crowdfunding offerings by:
    • not applying any investment limits to accredited investors; and
    • revising the calculation method for investment limits for non-accredited investors to allow them to rely on the greater of their annual income or net worth when calculating the limit on how much they can invest.

For Regulation A: 

  • raise the maximum offering amount under Tier 2 of Regulation A from $50 million to $75 million; and
  • raise the maximum offering amount for secondary sales under Tier 2 of Regulation A from $15 million to $22.5 million.

For Rule 504 of Regulation D: 

  • raise the maximum offering amount from $5 million to $10 million.

“Test-the-Waters” and “Demo Day” Communications.  The Commission proposed several amendments relating to offering communications, including:

  • a proposed new rule that would permit an issuer to use generic solicitation of interest materials to “test-the-waters” for an exempt offer of securities prior to determining which exemption it will use for the sale of the securities;
  • a proposed rule amendment that would permit Regulation Crowdfunding issuers to “test-the-waters” prior to filing an offering document with the Commission in a manner similar to current Regulation A; and
  • a proposed new rule that would provide that certain “demo day” communications would not be deemed general solicitation or general advertising.

Regulation A and Regulation Crowdfunding Eligibility. The proposal includes amendments to the eligibility restrictions in Regulation Crowdfunding and Regulation A.  These proposed rules would permit the use of certain special purpose vehicles to facilitate investing in Regulation Crowdfunding issuers, and would limit the types of securities that may be offered and sold in reliance on Regulation Crowdfunding.

Crowdfunding Update – SEC Proposes Increasing Reg CF Cap to $5 Million!

We are excited to share with you today’s press release by the Securities and Exchange Commission with long awaited improvements to Regulation Crowdfunding as well as other exempt offerings. These changes should significantly increase the utilization of online finance in the United States over time.

In particular, we are thrilled that the years we have spent in Washington, DC advocating for changes and represented in letters and reports from the Treasury Department have resonated with the Commission. The changes outlined below will make the industry more appealing to issuers, allow the industry to scale and make online fundraising more efficient. Many thanks goes to the hard working people at the Commission.

Over the last 4 years, the data that CCA has collected on the industry has clearly shown that these offerings are conducted in a secure, efficient and nearly fraud-free market. This demonstrates the importance of a common data standard for the industry to enable transparency in the markets for regulators and investors. Other governments around the world should take note of these newly expanded rules as they contemplate their own opening of the private capital markets.

According to the press release, here are the highlights:

Offering and Investment Limits.  The Commission proposed revisions to the current offering and investment limits for certain exemptions.

For Regulation Crowdfunding: 

  • raise the offering limit in Regulation Crowdfunding from $1.07 million to $5 million;
  • amend the investment limits for investors in Regulation Crowdfunding offerings by:
    • not applying any investment limits to accredited investors; and
    • revising the calculation method for investment limits for non-accredited investors to allow them to rely on the greater of their annual income or net worth when calculating the limit on how much they can invest.

For Regulation A: 

  • raise the maximum offering amount under Tier 2 of Regulation A from $50 million to $75 million; and
  • raise the maximum offering amount for secondary sales under Tier 2 of Regulation A from $15 million to $22.5 million.

For Rule 504 of Regulation D: 

  • raise the maximum offering amount from $5 million to $10 million.

“Test-the-Waters” and “Demo Day” Communications.  The Commission proposed several amendments relating to offering communications, including:

  • a proposed new rule that would permit an issuer to use generic solicitation of interest materials to “test-the-waters” for an exempt offer of securities prior to determining which exemption it will use for the sale of the securities;
  • a proposed rule amendment that would permit Regulation Crowdfunding issuers to “test-the-waters” prior to filing an offering document with the Commission in a manner similar to current Regulation A; and
  • a proposed new rule that would provide that certain “demo day” communications would not be deemed general solicitation or general advertising.

Regulation A and Regulation Crowdfunding Eligibility. The proposal includes amendments to the eligibility restrictions in Regulation Crowdfunding and Regulation A.  These proposed rules would permit the use of certain special purpose vehicles to facilitate investing in Regulation Crowdfunding issuers, and would limit the types of securities that may be offered and sold in reliance on Regulation Crowdfunding.

Crowdfunding Update – 2019 State of Regulation Crowdfunding

Coming Soon

2019 was a blockbuster year for Regulation Crowdfunding. The industry flew by a quarter of a billion dollars in total investments and ended the year with $328 million invested in almost 1,300 companies by over 413,000 investors. In our annual report we dig into the data to uncover where capital is going, what industries are hot and what can be done to improve things. Sign up now  get your copy as soon as it is released!
Click here to sign up

Here’s a decision tree to help you figure out what type of crowdfunding is right for your business

People often group crowdfunding under one umbrella. In reality there are 5 very different types of crowdfunding. If you want to use it for your business or startup it is important to know which one is right for you. This decision tree will help point you in the right direction. [zingtree id=”186220336″ style=”panels” hide_title=”yes” persist_names=”Restart” persist_node_ids=”1|5″]

How Much Does a Regulation Crowdfunding Campaign Actually Cost?



The following is a reprint of a story Sherwood Neiss wrote for Venture Beat. The original can be found here. The full report is available for paid download:


I wrote this article because I was irritated by reporters calling me and saying, “I’ve heard that a Regulation Crowdfunding campaign is very expensive.” “Really,” I’d say? “Can you tell me who said that and how much is ‘very expensive’?” This was usually followed by an awkward silence and then an “Um, I don’t know. It’s just what I’ve heard.” So, I decided to answer the question myself since I have access to all the successful regulation crowdfunding campaigns.

I created a survey, emailed 485 campaigns owners (also known as issuers), and received 81 responses; a 16.7 percent response rate. So, we will consider these preliminary findings. I asked two main questions up front:

  1. How many total people (including yourself) worked on your campaign?
  2. What would you estimate to be the total cost of putting your campaign together?

I then broke the campaign down into the following tasks: creating the copy and graphics that appear on the campaign page, creating company disclosures (like the pitch deck, business plan, product or service overview, financials, and cap table), creating the campaign video, marketing and PR, and finally hiring legal and accounting help to create the offering memorandum, investor agreements, file Form C with the SEC, and review financials/provide opinion letters.

I asked about how many people worked on each task, time spent, cost, and any comments they had. I summed up the data and analyzed the results.

Here are the key findings.

  1. Startups spent an average of $16,878 (median $10,600) and raised on average $319,040 ($164,375 median). Since the average raise among the survey responders ($319,040) was greater than the current industry average of $225,000, our results are biased towards issuers who raised more money.
  2. The average startup had three people focused on launching their campaign. They spent on average a collective 241 hours from campaign preparation to launch and funding. This indicates there is a lot of effort required by more than one person to run a successful campaign.
  3. You can estimate the costs to put your campaign page together, create your company disclosures, film the video, hire a marketing firm, lawyer and accountant at around 5.29 percent of your raise. This is much less than a typical Reg D offering would cost in legal and accounting fees alone.
  4. There is a direct correlation between how much time and money is spent and how much money is raised (the more spent, the more raised).
  5. No two issuers spent the same amount of time, effort, or funds on all tasks. However, the majority of time and effort went into creating the company disclosures, followed by creating the campaign page, marketing outreach, and video production.
  6. The majority of issuers outsourced the legal and accounting tasks associated with putting together a regulation crowdfunding offering. Given that selling securities is a regulated process and that CPA review of financials over $100k is necessary, this makes sense.

So if you are raising the current average amount of $225,000, you can expect to spend $11,902.50. An amount that actually seems quite realistic for that amount of money (and for the effort required to raise that money). It is also an amount that is NOT very expensive when considering the alternative options in the private capital markets.

Chart One: Average Resources (Individuals) Required Per Activity

Chart Two: Average Time (hours) Allocated Per Activity

Chart Three: Average Breakdown Costs (US$) Per Activity

Based on this preliminary research, I’ve put together the following chart outlining the amount a company should budget for its  fundraising campaign based on how much it hopes to raise.

Keep in mind that, just because there is a correlation between the more time/money spent and the amount raised, you shouldn’t just spend the maximum amount in an attempt to hit the maximum funding target – it doesn’t work that way. Crowdfunding comes down to marketing and who you know, so work on managing your expenses and focus your efforts on pulling in as many supporters to your campaign as possible.

Prominent Group of Fintech Leaders Send Letter to SEC Chair Jay Clayton Seeking an Increase in Regulation Crowdfunding to $20 Million

The following is a reprint of a story regarding the letter CCA coordinated to increase the Regulation Crowdfunding cap to US$20M. The original can be found here.

In a letter forwarded to Securities and Exchange Commission (SEC) Chairman Jay Clayton, a group of Fintech leaders demanded the Commission to increase Regulation Crowdfunding (Reg CF) from the current $1.07 million max amount to $20 million – a substantial increase to current rules. The demand to increase Reg CF, an iteration of securities crowdfunding that was created by the JOBS Act of 2012, comes at a time when there is pressure for the US to maintain is position as a leader in investment crowdfunding the space. As pointed out by the signatories, both Germany and the UK have increased their crowdfunding threshold to €8 million (USD $9.4 million). The European Commission may move to make this a pan-European threshold with some EU insiders pushing for a higher amount.

The letter was sent under the letterhead of Crowdfund Capital Advisors (CCA), co-founded by Sherwood “Woodie” Neiss and Jason Best. The two founders were vital to the passage of the JOBS Act when President Obama signed the bill into law.

Neiss told Crowdfund Insider;

“Each of the parts of the JOBS Act served a niche well except for those companies that liked the idea of crowdfunding from Main Street investors without the costs of a Title IV (Regulation A+ offering). By increasing the maximum an issuer can raise to $20 million under Regulation Crowdfunding, we can now fill this void and allow a broader spectrum of small issuers into the marketplace. With 2 years of history and data under our belt, we can see that the system is working, capital is flowing, jobs are being created and money is being pumped into our economy. Rather than ask for another de minimus increase in the cap, let’s raise it to an amount that will really allow the industry to take off but in the same systematic and transparent way that benefits issuers, investors, and regulators.”

Neiss, in an email to Chair Clayton, said “the United States should not be left behind, but should make the bold move to increase the cap to $20 million.”

The SEC has the ability to act and such a move would most likely have the support of much of Congress and most likely the Executive branch. The question is whether, or not, Chair Clayton will be willing to take such a bold move that will clearly support small business and capital formation – a policy area Clayton has consistently said is one of his top leadership priorities.

The letter to Chair Clayton was signed by the following crowdfunding industry leaders:

  • Sherwood Neiss – CCA
  • Doug Ellenoff – Ellenoff, Grossman & Schole
  • Youngro Lee – CEO of NextSeed
  • Tyler Gray – COO of Microventures
  • James Dowd – Managing Director North Capital
  • Kendrick Nguyen, CEO of Republic
  • Ryan Feit – CEO of SeedInvest
  • Karen Kerrigan – Small Business and Entrepreneurship Council (SBE Council)
  • Ron Miller – co-founder of StartEngine
  • Nick Tommarello – CEO of Wefunder

The letter is available for download here and is re-published below.


July 19, 2018

The Honorable Jay Clayton
Chairman
U.S. Securities and Exchange Commission 100 F Street, NE
Washington, DC 20549

Dear Chairman Clayton:

We compromise the largest online crowdfunding platforms and industry influencers in the United States. Given the positive early results since 2016 for both entrepreneurs and investors, we believe the time has come to raise the maximum amount an issuer can raise via Regulation Crowdfunding (Reg CF) from US$1M to US$20M. Please keep in mind that during the 2 years of this new exemption there has been no fraud and very limited regulatory issues.

Since the launch of Regulation Crowdfunding:

  • Over 1,000 companies have filed with the SEC to raise money on online platforms that are registered with FINRA to facilitate capital formation.
  • Over $137M has been committed to these issuers. 95% ($130.4M) of that capital was funded and invested into 715 companies (68.5% success rate).
  • These 715 companies are supporting 4,172 jobs and producing over $249M in revenue.
  • Issuers have filed in almost every state in the Union.
  • Issuers have been funded in 80 industries (according to Morningstar’s Global Equity Classification Structure).

The cap should be adjusted because:

  • There has been zero fraud, competent issuers have been able to raise serious capital from investors that believe in their products or services, and retail investors (for the first time in recent history) have a transparent, systematic way to back companies they believe in.
  • Successfully funded companies are supporting and creating valuable jobs and providing substantial economic activity in a broad range of locally important industries all around the United States.
  • The initial cap of US$1M was meant to be adjusted. Only once since the launch of Regulation Crowdfunding has this been adjusted and at the time only by $70,000. Such de minimus adjustments do not fully allow meritorious issuers to fully benefit from this new form of online finance nor expand the opportunity for issuers seeking to raise in excess of $1M.
  • The current $1M level is now far below what startups and SMEs need for seed stage capital. May 2018 data indicates that the median sized funding round for Angel or Seed stage companies in the US is $2M. This means that even for the smallest funding round the current limits do not allow an issuer to raise their entire round via Regulation Crowdfunding. This dramatically increases costs and time spent on raising capital by US businesses. This reduces the number of American innovators and job creators in the United States.
  • While the “funding gap” that Regulation Crowdfunding was meant to address is filling the void. The funding “opportunity” really comes from those small/medium firms that are seeking to raise up to $20M. Raising funds under $20M has become increasingly challenging as Venture Capital/Private Equity has moved upstream over the past decade. Raising the cap will allow issuers that wish to utilize this form of online finance the ability to raise in excess of $1M and tap their local investors without having to deal with the costly, time consuming process of either filing a full prospectus with the SEC or spending hundreds of thousands of dollars on a private offering.
  • Many companies forego Regulation Crowdfunding in favor of Reg D, 506(c), because of the low Reg CF limit. This has the effect of reduced disclosure to investors, since Form D provides less information even than Form C. In addition, ordinary investors are cut out of some of the most attractive deals that have already attracted institutional funding, which seems unfair and counter to one of the goals of Reg CF.
  • Both the United Kingdom and Germany have adjusted their caps to 8M EUR (US$9.4M). The United States should not be a follower but a leader

In a FINRA live chat with Robert Cook you said, “I continue to worry that retail investors do not have access to as broad a slice of our capital markets as I would like them to have. Said another way, you have private capital and public capital. Retail investors can really only participate in the public capital, and to the extent private capital has become so robust, you’ve shrunk opportunities. That bothers me a bit. If that trend continues, a much more select group is participating in the growth of the economy.”

We believe increasing the caps on Regulation Crowdfunding will address your concerns and invite more retail investors into a systematic, transparent part of the private capital markets that is creating jobs and providing valuable economic stimulus.

We kindly urge you to adjust the maximum amount an issuer may raise to $20M. Sincerely,

Sherwood Neiss, Crowdfund Capital Advisors
Doug Ellenoff, Ellenoff Grossman & Schole
Youngro Lee, CEO NextSeed
Tyler Gray, COO Microventures
James Dowd, Managing Director North Capital
Kendrick Nguyen, CEO Republic
Ryan Feit, CEO SeedInvest
Karen Kerrigan, Small Business and Entrepreneurship Council Ron Miller, CEO StartEngine
Nick Tommarello, CEO Wefunder

How to Crowdfund and Not Fall Flat on Your Face: Best Practices for Investment Crowdfunding Offerings and the Data to Prove It

Using data published by Crowdfund Capital Advisors, Zachary J. Robins wrote the following article for the Mitchell Hamline Law Review.