Article written by EricBank
Like thoroughbreds chomping at their bits
on the starting line, small business owners are keenly awaiting the SEC's final
release of equity crowdfunding regulations. It's been a long wait -- the JOBS
Act mandated the new financing mechanism over two years ago.
No
Time to Wait
Some entrepreneurs have not been content
to cool their heels while the SEC labors over its task. To raise capital, many
continue to place unregistered securities privately via Regulation D. What some
don't realize is that there are a few other alternatives for issuing stock
without an IPO. Dan and Ben Miller, real-estate developer brothers based in
Washington, D. C, have been successful using Regulation A to raise money for
projects. Their first foray into Reg A financing created a pot of $325,000 from
175 investors. They used the money to convert a 5,000 square foot warehouse,
but the process wasn't easy.
Regulation
A
Reg A gives entrepreneurs a safe haven for
issuing non-registered securities, but it differs from Reg D in several ways.
Reg A is like a mini-IPO, albeit with a fundraising cap of $5 million per year.
Here are some key facts about Reg A:
· You must file SEC Form 1-A, which contains
an offering circular (much like a prospectus),
a notification and several required exhibits
· There are three Form 1-A formats to choose
form, including a simplified Q&A version
· You must also file for approval from the
states in which you plan to accept investors
· You can market the securities publicly,
much like Rule 506 securities under Reg D
· Unlike Reg D securities, Reg A securities
are not restricted -- in most cases, investors can resell up to $1.5 million of
these securities
· Reg A financial statements requirements
are simpler than those for IPOs
· You can make small investments and you
don't have to be an accredited investor
· The issuer does not fall under the
reporting requirements of The 1934 Exchange Act nor the Sarbanes-Oxley Act
· Reg A offers unique provisions for
"testing the waters"
Making
a Test Run
Under Reg A, a company can distribute
marketing information before filing an offering statement with the SEC. This
allows a company to gauge interest in the offering before they have to shell
out for accountants, lawyers and other worthies necessary to prepare an
offering statement. While you can collect commitments before filing the
offering, money can't change hands until the filing is made, approved and
distributed.
The
Rise of Fundrise
The Millers realized that the software
they developed to manage the Reg A application process was of great general
interest to other real estate developers. In response to that interest, they
built Fundrise as the first "curated and vetted platform" for real
estate fundraising. It is, in effect, a crowdfunding portal that uses Reg A and
Reg D instead of the JOBS Act rules -- that is, until the JOBS Act rules become
effective. Investors participate by purchasing preferred equity or mezzanine
debt. The real estate developer pays Fundrise 2 percent of funds raised and an
origination fee. Investors pay a 0.3 percent service charge.