It's been a little more than a year since Rule 506(c) of the U.S. Securities Act (implemented pursuant to Title II of the U.S. JOBS Act) became effective. Rule 506(c), which allows for the use of public solicitation in private securities offerings, is bringing about a groundbreaking change in the way small companies (such as my own) finance themselves.
In the same way that ecommerce and social media changed the way many small companies sell and advertise their goods, the sale of private company shares online (also known as equity crowdfunding) is changing the way small companies finance themselves. Small companies are now able to turn Internet searches into more than just social-media followers, and followers into ecommerce consumers, but also, followers and consumers into shareholders.
My company, WAFU Inc., recently launched a simultaneous cross-border (U.S./Canada) equity-crowdfunding offering for accredited investors, through CircleUp in the U.S. and Optimize Capital Markets in Canada. Considering raising capital under Rule 506(C)? Here’s a simple seven-step checklist to help you get started.
1. Prepare your company to offer shares and gain outside shareholders.
First, hire an outside accounting firm and prepare financial statements for the last couple of years of operations. You’ll want to hire a securities lawyer to draft a proper shareholders agreement, which will contemplate how to operate the company after the offering, and what rights new shareholders will have in the company.
The attorney should also assist the company in preparing some form of offering document, as well as a subscription agreement through which investors will purchase their shares.
2. Publicize the offering.
All of your company’s online pages, including your website, brand blog, Facebook, Twitter, LinkedIn, Instagram and any others should be prepared for the offering of securities. In our case, we decided to continue to use our blog, Facebook and Instagram pages exclusively for our brand, and to only use Twitter and LinkedIn as the platforms for the offering. On our website we decided to only add an Invest in WAFU link, which links to the equity crowdfunding sites managing our offering in the U.S. and Canada.
In addition to preparing our social-media properties for the offering, we also retained the services of a financial PR firm (Leverage PR in our case) to help us to draft and distribute our press releases and help us to come up with and execute a PR strategy for the duration of the equity-crowdfunding round.
3. List your offering on a proven equity crowdfunding site.
Next, list your offering on a reputable equity crowdfunding site with a proven track-record of successfully raising money. We chose CircleUp, an accredited investor equity crowdfunding portal for consumer goods that has helped companies to raise more than $40 million from accredited investors.
To comply with Rule 506(c) you will also need to get a representation from the crowdfunding portal that none of their executives, officers, directors, partners or shareholders are “bad actors” -- essentially, that they have not been convicted of a felony or otherwise been sanctioned previously by the SEC.
4. Produce an awesome equity-crowdfunding video.
Creating a video isn’t always necessary, but I highly recommend it. It’s a great way to engage large numbers of potential investors -- introducing them to you, your brand and your product(s).
5. Line up some of your current shareholders to participate in the offering.
To make your online offering a success, you’ll want to show that you are continuously raising money from the crowd and progressing towards your fundraising goal. It’s a good idea to “prime the pump” by lining up existing shareholders to participate in the offering during the first couple of weeks of the offering. One way to do this is by offering existing investors the incentive of a convertible note that converts into shares at the closing of the offering at a discounted price.
6. Verify that all of your investors are accredited investors and file a form D with the SEC.
Rule 506(c) offerings require that only accredited investors are allowed to invest in the offering. This means that companies need to take reasonable steps to verify that all investors that participate in the offering are actually accredited investors.
You can do this by engaging the services of an accredited-investor verification agent -- Boardsuite and Accredify are two -- or working with the platform you are listed on. CircleUp is a registered broker dealer and handles investor verification on our behalf.
7. Close your offering and file a form D with the SEC.
Last but not least, companies relying on Rule 506(c) of the Securities Act need to file a Form D Notice of Exempt Offering of Securities with the SEC within 15 days of the first sale in the offering.