To be considered for listing on SeedInvest, a company must first apply and get approval by the Screening Committee. Once approved, SeedInvest works with the company to file a Form C with the SEC. The Form C is a document the company must file with the Securities and Exchange Commission (“SEC”) which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.
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HOW IT WORKS
Raise up to $5M under Regulation CF
Learn about Regulation Crowdfunding (Reg CF) and how it works for companies.
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What is Reg CF?
Regulation CF is a type of offering which allows private companies to raise up to $5 million from the general public.
For the last 80 years, private companies could only raise capital from accredited investors, the wealthiest 2% of Americans. In April 2012, President Obama signed a landmark piece of legislation called The Jumpstart Our Business Startups (JOBS) Act, allowing entrepreneurs to publicly advertise their capital raises.
In May 2016, Title III of the JOBS Act (Reg CF) went into effect, enabling private early-stage companies to raise money from the general public, permitting them to provide investors with equity or other securities. Initially, Reg CF offerings were capped at $1 million, but in March 2021 the limit was increased to $5 million, making it easier for startups to raise the capital they need while providing investors with access to opportunities that were previously restricted to wealthy individuals.
Who is a good fit?
Reg CF is a good fit for companies looking for outside capital to accelerate growth.
- Companies looking to raise up to $5 million.
- Companies with a loyal community of early adopters who can be leveraged as investors and brand ambassadors
- Companies wanting to keep strategic control
- Companies looking to incorporate crowdfunding as part of larger round
Benefits of Reg CF
Public Raise
Startups can now raise money from anyone under Reg CF and turn their early adopters into brand evangelists with a vested interest in the future of their company.
Autonomy
Startups can have the potential to maintain strategic control over their company in their growth stage.
Brand Loyalty
Customers who own stock in a business are more likely to recommend that company to others and increase the amount they spend with that company.
Efficiency
Reg CF reporting requirements are more lenient compared to Reg A+ requirements so startups have the potential to secure funding faster and efficiently.
Step 1
Preparing the Reg CF offering
All Regulation CF raises must occur entirely through a single SEC/FINRA registered broker-dealer or funding-portal. In addition, a company must draft and file a Form C with the SEC before proceeding with their raise. SeedInvest works with companies throughout this process to make it as painless and efficient as possible.
Step 2
Launching the raise
After filing the Form C, a company may launch their equity crowdfunding campaign on the SeedInvest platform. SeedInvest's online platform has been engineered to seamlessly accept investments online, including verifying investor identities, performing anti-money-laundering checks on investors, facilitating investment document execution, funds transfer and regulatory compliance.
Every fundraise and customer base is different. Here are three common groups of customers and potential investors companies can typically reach to promote the round to and accept investments from:
- The company's customers and the SeedInvest investor network to build initial momentum and excitement.
- The early-adopters, the company's extended network and affinity groups.
- The public through robust press, advertising, and digital campaigns.
The company's SeedInvest profile presents comprehensive information about the company to let potential investors make an informative investment decision. Potential investors should read this information carefully. The SeedInvest platform allows investors to confirm their identity, sign legal documents, and transfer funds online in a safe and compliant manner. Investors should be careful and only invest in crowdfunding opportunities with reputable and registered funding-portals.
Step 3
Accepting investments
To allow for adequate time for investors to make investment decisions, the company is prohibited from closing on any investments until 21 days after listing their Regulation CF offering with a funding-portal.
While no investments can be closed during this 21 day period, this is the crucial start of your fundraise. The most successful fundraises start strong and end strong. They are able to show fundraising traction early by engaging their customer base and personal networks.
Investors can still make an investment in the company during the 21 days, but it will not be closed upon even if the minimum offering amount has been reached. Any funds drawn will be held in escrow and all investors will be able to cancel their investment and have funds returned to them if they wish.
Step 4
Making material changes
If there is a material change in the offering, each investor will be notified and investors must re-confirm their investment within 5 business days. If an investor does not re-confirm their investment within 5 business days of a material change in the offering, their investment will be automatically canceled and unwound.
Per regulations set forth by the SEC, each company must disclose any material changes during the time of their fundraise. SeedInvest will help the company coordinate notices sent to investors and their re-confirmations.
If there is a material change in the company or the offering, you will be notified via email and your investment will be automatically canceled unless you re-confirm your investment within 5 business days. You will be able to re-confirm your investment on SeedInvest.
Step 5
Closing the round
SeedInvest will manage the entire closing process and ensure that all legal and regulatory obligations are met. The funds from escrow will be transferred to the company upon completion of the offering.
SeedInvest is here to make the closing as easy as possible. We will work with the escrow agent and other third parties to make sure that shareholder records are appropriately placed and managed and that everything is done in a compliant manner.
Investments are memorialized and made official upon closing. You will have access to your summary statements and a portfolio of your investments once they have been closed. Note that investors have the right to cancel their investment for any and all reasons up to 48 hours before a closing occurs.
Step 6
After the fundraise
The platform provides messaging and managing tools for the company and investors to collaborate online after closing the round.
SeedInvest is currently building reporting tools to allow companies to manage communications with their shareholders on SeedInvest. Under Regulation CF, companies are required to report to its shareholders on an annual basis.
Investors can return to SeedInvest at any time to view their portfolio and their investment. In addition to monthly account statements, investors will receive periodic updates from the company about their business. In certain circumstances a company may terminate its ongoing reporting requirement if:
- The company becomes a fully-reporting registrant with the SEC
- The company has filed at least one annual report, but has no more than 300 shareholders of record
- The company has filed at least three annual reports, and has no more than $10 million in assets
- The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
- The company ceases to do business
