1. Launch of Regulation Crowdfunding!
May 16, 2016
Sponsors:

2. Congress Responds – JOBS Act
As part of the JOBS Act of 2012, Congress directed the SEC to develop new rules that would make it easier for companies to raise capital from investors.

3. JOBS Act: Key Components
Advertising in Connection with Sales to Accredited Investors
Crowdfunding for All
Reg A+ | “Mini-IPOs”
Title II
Title III
Title IV
Also called Rule 506(c)
Became effective in October 2013
Growing in popularity
SEC released proposed rules in October 2013.
Revised rules were released on October 30, 2015 and go into effect today
SEC released final rules in March 2015.
Became effective in June 2015
Not very useful for small businesses

4. Title III: Regulation Crowdfunding
Issuer Offering Limit:
$1 million in 12 months
Investor Limits:
If annual income/net worth < $100,000, limit is greater of $2,000 or 5% of the lesser of annual income/net worth
If annual income/net worth ≥ $100,000, limit is lesser of $100,000 or 10% of the lesser of annual income/net worth

5. Title III: Regulation Crowdfunding
Funding Portals:
Companies must sell through a portal Registered with the SEC and FINRA Handles funds for the company Posts company disclosure information

6. Title III: Regulation Crowdfunding
Company Requirements:
Disclosure document, including MD&A discussion and annual reporting
Issuers will be required to file Form C prior to commencement of the offering, during the offering if material changes occur, annually after the offering, and at the conclusion of their reporting obligations.

7. Title III: Regulation Crowdfunding
Financial information for two previous years:
-- tax return/financials ≤ $100,000
-- reviewed financials ≤ $500,000
-- audited financials > $500,000 (except first time reviewed financials)

8. Title III: Regulation Crowdfunding
Certain advertising restrictions do apply (see Rule 204)
Reg CF offerings will not be integrated with other offerings
Restrictions on transfer exist within the first year of purchase (except limited circumstances)

9. Planning For Your Offering

10. Planning For Your Offering

11. Planning For Your Offering

12. Planning For Your Offering

13. Parting Thoughts

14. Parting Thoughts

15. Questions?