Biz - Raising capital
Initial Public Offer (IPO)
Offers exempt from registration
https://lenderkit.com/blog/reg-a-vs-reg-d-vs-reg-cf/
Regulation A
Tier 1
- $20M in 12 months
Tier 2
- $75M in 12 months
Example of investment portals:
- SeedInvest
- WeFunder
- Banq
Regulation D
https://www.investor.gov/introduction-investing/investing-basics/glossary/regulation-d-offerings
Example of investment portals:
- FundersClub
- AngelList
- CircleUp
Rule 504
- Up to $5M in 12 months
- no general solicitation or advertising
https://www.investor.gov/introduction-investing/investing-basics/glossary/rule-504-regulation-d
Rule 506(b)
- unlimited amount
- offers don’t imply general solicitation or advertising
- only accredited investors take part in deals the max number of non-accredited investors – 35
https://www.investor.gov/introduction-investing/investing-basics/glossary/rule-506-regulation-d
Rule 506(c)
- unlimited amount
- no limitation on amounts offered
- general solicitation and advertising are allowed
- only if backers are accredited
Regulation CF
- Up to $5M in 12 months
- all transactions to take place online through an SEC-registered intermediary, either a broker-dealer or a funding portal
- limit the amount individual non-accredited investors can invest across all crowdfunding offerings in a 12-month period
- require disclosure of information in filings with the Commission and to investors and the intermediary facilitating the offering
https://www.sec.gov/education/smallbusiness/exemptofferings/regcrowdfunding
Compliance rules
General solicitation
https://www.sec.gov/education/capitalraising/building-blocks/general-solicitation
Anti-fraud provisions
https://www.sec.gov/municipal/application-antifraud-provisions-staff-legal-bulletin-21
Rule 174 - Compliance for intrastate offering exemption
Filing with SEC
Regulation Crowdfunding (Form C)
https://www.sec.gov/files/formc.pdf
Regulation D, 504, 506(c), 506(b) (Form D)
https://www.sec.gov/about/forms/formd.pdf
Regulation A, Tier 1 or Tier 2 (Form A)
https://www.sec.gov/files/form1-a.pdf
Online access to SEC statements
EDGAR online
https://www.sec.gov/edgar/about https://www.sec.gov/edgar/filer-information/how-do-i
Applicant types
Additional services
to submit SEC statements electronically
- SECfly https://www.secfly.com/
investment platform providers
- LenderKit