This document discusses crowdfunding and equity crowdfunding regulation. It provides an overview of traditional capital raising methods and defines crowdfunding. It outlines the five main crowdfunding models and provides examples. It then summarizes the crowdfunding regulations in Saskatchewan, the United States, the United Kingdom, and proposed regulations in Ontario. It discusses some key differences between the various regulatory approaches and poses discussion questions about allowing equity crowdfunding and the preferable regulatory approach.
Analysis on an decade of data relating to start-up which would guide the budding start-ups towards the way of success and also provide them the right place for maximum funding.
Osc exempt market update t. mc cunn, kelly santini llp. december 2013KellySantiniLaw
In August 2013, the Ontario Securities Commission (OSC) provided an update on their review of changes to the Exempt Markets regulations. If implemented, these changes will open up several new sources of capital for start-up companies. This development will be welcome news for small and growing companies who require capital. In this presentation, corporate and commercial lawyer Tim McCunn details the proposed changes and what they mean for businesses looking to raise funds in 2014.
Startup Basics: Legal, Business, and Financing StrategiesRoger Royse
Visit our website rroyselaw.com for more resources on developing successful startups. Royse Law Firm has extensive experience helping startups in the Silicon Valley become successful by setting them on the right track from the beginning.
Analysis on an decade of data relating to start-up which would guide the budding start-ups towards the way of success and also provide them the right place for maximum funding.
Osc exempt market update t. mc cunn, kelly santini llp. december 2013KellySantiniLaw
In August 2013, the Ontario Securities Commission (OSC) provided an update on their review of changes to the Exempt Markets regulations. If implemented, these changes will open up several new sources of capital for start-up companies. This development will be welcome news for small and growing companies who require capital. In this presentation, corporate and commercial lawyer Tim McCunn details the proposed changes and what they mean for businesses looking to raise funds in 2014.
Startup Basics: Legal, Business, and Financing StrategiesRoger Royse
Visit our website rroyselaw.com for more resources on developing successful startups. Royse Law Firm has extensive experience helping startups in the Silicon Valley become successful by setting them on the right track from the beginning.
PKF Francis Clark is hosting a seminar which brings together providers of business funding, including both debt and equity; business support agencies including grant specialists; our own corporate finance experts and business owners themselves to provide short, sharp presentations in order to assist business owners and managers in assessing which funding stream is right for them.
Small businesses in North Carolina will soon be permitted to raise up to $2 million from average investors with certain limits. This is the result of legislation passed by the North Carolina General Assembly in July 2016. Businesses that use the “Invest N.C. exemption” can utilize the Internet to organize such a fundraiser. However, firms must follow certain regulations, including requirements on how much can be raised from each investor, what kind of financial information must be disclosed, and periodic reporting requirements to keep investors informed. The N.C. Securities Division will oversee administration of the crowdfunding exemption.This seminar is planned as an overview of investment crowdfunding for businesses that may want to utilize this option. The speaker will cover the following:
-a regulatory overview and how crowdfunding fits within securities laws
-the legal do’s and don’ts of a crowdfunding offering
-the marketing aspects
-what you can say and how to reach investors
-utilizing a web site intermediary – picking one and connecting with investors.
PKF Francis Clark is hosting a seminar which brings together providers of business funding, including both debt and equity; business support agencies including grant specialists; our own corporate finance experts and business owners themselves to provide short, sharp presentations in order to assist business owners and managers in assessing which funding stream is right for them.
Finance in the South West 2017 - Established (>2 Years) Session PKF Francis Clark
PKF Francis Clark is hosting a seminar which brings together providers of business funding, including both debt and equity; business support agencies including grant specialists; our own corporate finance experts and business owners themselves to provide short, sharp presentations in order to assist business owners and managers in assessing which funding stream is right for them.
"How to maximize your potential to attract US capital" by John Bautista TheFamily
By John Bautista, Partner at Orrick.
Join us IRL next time! http://meetup.com/thefamilyspecialevents
The contents of this video are intended for general information purposes only and should not be considered or construed as legal advice. The distribution of this presentation or its content is not intended to create, and receipt of it does not constitute, an attorney-client relationship. (The views set forth herein are the personal views of the presenters and do not necessarily reflect those of Orrick, Herrington & Sutcliffe.)
Crowdfunding crypto - ic os march 12 2018Roger Royse
Block chain, bitcoin and other cryptocurrencies, and ICOs have dominated recent headlines. While excitement continues to grow around this rapidly expanding space, there still seems to be a lot of unanswered questions. Roger Royse, founder of the Royse Law Firm, discusses the legal issues that may determine the future of these emerging technologies.
This is the deck from PeerRealty's October 8, 2015 webinar on the Ameritus Real Estate Fund, our latest real estate crowdfunding offering. Visit http://resources.peerrealty.com/ameritus-real-estate-fund-webinar-video to view the replay of this webinar.
Crowdfunding, Cryptocurrency, and ICO's 2018Roger Royse
Block chain, bitcoin and other cryptocurrencies, and ICOs have dominated recent headlines. While excitement continues to grow around this rapidly expanding space, there still seems to be a lot of unanswered questions. Roger Royse, founder of the Royse Law Firm, discusses the legal issues that may determine the future of these emerging technologies.
PKF Francis Clark is hosting a seminar which brings together providers of business funding, including both debt and equity; business support agencies including grant specialists; our own corporate finance experts and business owners themselves to provide short, sharp presentations in order to assist business owners and managers in assessing which funding stream is right for them.
Small businesses in North Carolina will soon be permitted to raise up to $2 million from average investors with certain limits. This is the result of legislation passed by the North Carolina General Assembly in July 2016. Businesses that use the “Invest N.C. exemption” can utilize the Internet to organize such a fundraiser. However, firms must follow certain regulations, including requirements on how much can be raised from each investor, what kind of financial information must be disclosed, and periodic reporting requirements to keep investors informed. The N.C. Securities Division will oversee administration of the crowdfunding exemption.This seminar is planned as an overview of investment crowdfunding for businesses that may want to utilize this option. The speaker will cover the following:
-a regulatory overview and how crowdfunding fits within securities laws
-the legal do’s and don’ts of a crowdfunding offering
-the marketing aspects
-what you can say and how to reach investors
-utilizing a web site intermediary – picking one and connecting with investors.
PKF Francis Clark is hosting a seminar which brings together providers of business funding, including both debt and equity; business support agencies including grant specialists; our own corporate finance experts and business owners themselves to provide short, sharp presentations in order to assist business owners and managers in assessing which funding stream is right for them.
Finance in the South West 2017 - Established (>2 Years) Session PKF Francis Clark
PKF Francis Clark is hosting a seminar which brings together providers of business funding, including both debt and equity; business support agencies including grant specialists; our own corporate finance experts and business owners themselves to provide short, sharp presentations in order to assist business owners and managers in assessing which funding stream is right for them.
"How to maximize your potential to attract US capital" by John Bautista TheFamily
By John Bautista, Partner at Orrick.
Join us IRL next time! http://meetup.com/thefamilyspecialevents
The contents of this video are intended for general information purposes only and should not be considered or construed as legal advice. The distribution of this presentation or its content is not intended to create, and receipt of it does not constitute, an attorney-client relationship. (The views set forth herein are the personal views of the presenters and do not necessarily reflect those of Orrick, Herrington & Sutcliffe.)
Crowdfunding crypto - ic os march 12 2018Roger Royse
Block chain, bitcoin and other cryptocurrencies, and ICOs have dominated recent headlines. While excitement continues to grow around this rapidly expanding space, there still seems to be a lot of unanswered questions. Roger Royse, founder of the Royse Law Firm, discusses the legal issues that may determine the future of these emerging technologies.
This is the deck from PeerRealty's October 8, 2015 webinar on the Ameritus Real Estate Fund, our latest real estate crowdfunding offering. Visit http://resources.peerrealty.com/ameritus-real-estate-fund-webinar-video to view the replay of this webinar.
Crowdfunding, Cryptocurrency, and ICO's 2018Roger Royse
Block chain, bitcoin and other cryptocurrencies, and ICOs have dominated recent headlines. While excitement continues to grow around this rapidly expanding space, there still seems to be a lot of unanswered questions. Roger Royse, founder of the Royse Law Firm, discusses the legal issues that may determine the future of these emerging technologies.
Affordable tour packages for All Rajasthan. Offering all kind of Rajasthan tour packages including Rajasthan cultural tours, wildlife and desert tours, ayurveda tours, fairs & festivals tours packages with cheap hotel accommodation facilities.
Funding 101 for Tech Entrepreneurs & StartupsRoger Royse
Roger Royse, founder of the Royse Law Firm, discusses the various options available to entrepreneurs when it comes to funding their startup.
Topics include:
1) What are the best funding options for entrepreneurs to scale their business?
2) When should entrepreneurs pursue external funding?
3) How do entrepreneurs choose the right investor?
4) What alternative sources of funding are available?
5) How and why should a founder stage their funding rounds?
6) When should a founder think about exiting?
7) How can advisors help with the funding process?
VanFUNDING 2016: Mechanics of Securities Crowdfunding RegulationsCraig Asano
Senior Legal Counsel, Corporate Finance, BCSC, Elliot Mak, along with Graham Stanley, General Manager, Community Futures Stuart Nechako discuss crowdfunding regulations BC from a regulator's perspective and a practical portal operators perspective.
My presentation with David Rose on the general framework of equity crowdfunding under the JOBS Act. This presentation is not updated for the most recent developments. Specifically, the SEC has missed certain of their congressionally mandated deadlines and therefore both general solicitation and equity crowdfunding are still not legalas of the date of this presentation. If you have additional questions, feel free to send me a tweet at 1billionagles or email me at kiranlingam@gmail.com.
Startup Basics: Legal, Business, and Financing StrategiesRoger Royse
Launching a startup - or starting a business - is challenging and is fraught with pitfalls.
Roger Royse, the founder of Royse Law Firm, will discus the basics of building a successful business and how to what mistakes to avoid. Roger will discuss:
1) How should entrepreneurs structure their business?
2) How should founders divide equity?
3) What’s the difference between a contractor and an employee?
4) How does a startup get funded?
5) What is an ICO?
6) How does an entrepreneur successfully negotiate with a VC?
7) How viable is crowdfunding in 2019?
8) How should entrepreneurs protect their intellectual property?
and more!
Crowdfunding and Other Innovative Private Fundraising Optionsideatoipo
Raising money for your startup via traditional channels can be a challenge. The advent of crowdfunding and other innovative private funding options for entrepreneurs has democratized the fundraising landscape.
The private fundraising environment has dramatically changed in recent years as a result of new technologies, laws and business models. In addition to traditional private placements, the private fundraising marketplace now includes internet portals, publicly solicited accredited-only financings and crowdsourced investment funds.
The speaker will discuss new sources of private financing and the consequent business and legal issues including:
•Non-solicited private placements of securities under Rule 506(b) of Regulation D;
•Publicly solicited accredited-only offerings of securities under Rule 506(c) of Regulation D;
•Regulation of investment advisers and broker- dealers;
•Reg CF and Reg A+ crowdfinancing
• Conducting an ICO (Initial Coin Offering).
and more!
Equity Crowdfunding: Bridging the Gap in Start-Up Financing by Joseph A. GillMonica Pollard
A presentation to the Raj Manek Mentorship Program which provided an overview of crowdfunding, the current legal landscape for equity crowdfunding in Canada, current issues in crowdfunding, and how to prepare a business for an equity crowdfunding raise. Includes the implications of using equity crowdfunding to raise capital for start-up businesses and entrepreneurial ventures.
Raising Capital: Negotiating with Potential Investors (Series: The Start-Up/S...Financial Poise
Every business needs capital (cash) to fund its activities. But not all capital is created equal. At the most macro level, a business can raise cash by selling equity or by borrowing (and these alternatives are not by any means mutually exclusive).
This webinar explains the different types of capital available to fund a startup; how to identify potential funding sources; how to evaluate competing funding proposals; and how (and when) to negotiate financing terms. In addition, this webinar will address the kinds of investors for entrepreneurs to consider for their start-ups.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/raising-capital-negotiating-with-potential-investors-2021/
Raising Capital: Negotiating with Potential InvestorsFinancial Poise
Every business needs capital (cash) to fund its activities. But not all capital is created equal. At the most macro level, a business can raise cash by selling equity or by borrowing (and these alternatives are not by any means mutually exclusive).
This webinar explains the different types of capital available to fund a startup; how to identify potential funding sources; how to evaluate competing funding proposals; and how (and when) to negotiate financing terms. In addition, this webinar will address the kinds of investors for entrepreneurs to consider for their start-ups.
Part of the webinar series: The Start-Up/Small Business Advisor 2022
See more at https://www.financialpoise.com/webinars/
Fundraising 101 : Are You Ready for an Investment Round? David Ehrenberg
Why raise funds?
What are your funding options?
How much should you raise?
What do you need to do to show investors you're ready for their investment?
These questions are explored in this presentation from Shayne Vermallay from DLA Piper and Sirk Roh of Early Growth Financial Services.
Takeaways include:
- Your fundraising options at every stage of the development process
- Milestone funding
- What investors want to see
- Crafting your financial projections
- Expert pitching tips
- Financial modeling
- and more!
New York Crowdfunding Event Slides: The JOBS ActCrowdfundInsider
Slides from Crowdfund Insider's Crowdfunding event held March 13th and co-sponsored by Return on Change. Slides compiled by Samuel Guzik and Georgia Quinn.
Startup Basics: How to Split the Pie, Raise Money and Reward ContributorsRoger Royse
What’s my startup worth? How much equity should founders have? How much equity should I give to employees and consultants? How much should I give the VC’s?
Silicon Valley startup attorney Roger Royse of the Royse Law Firm discusses the basic valuation and ownership issues involved in a startup’s life, from formation to financing to exit, including how to value your company and the contributions of stakeholders and investors at each step with a particular emphasis on different models, best practices and traps to avoid.
Guide to Investment Crowdfunding Regulations in Canada 2018 - Katipult WebinarAlixe Cormick
A review of the various exemptions issuers may use to access investors in Canada. Two of these exemptions are crowdfunding specific exemptions but there are other exemptions issuers can use in Canada to access "the crowd".
The basics of development financing for real estate development and businesses, from how banks make loan decisions to how SBA and other programs work to help create and retain jobs. Presented at the 2016 Ohio Basic Economic Development Course.
Similar to Kahzam, Payne, Wasserman - March 13 Corporate Finance Presentation )DRAFT) (20)
The secret way to sell pi coins effortlessly.DOT TECH
Well as we all know pi isn't launched yet. But you can still sell your pi coins effortlessly because some whales in China are interested in holding massive pi coins. And they are willing to pay good money for it. If you are interested in selling I will leave a contact for you. Just telegram this number below. I sold about 3000 pi coins to him and he paid me immediately.
Telegram: @Pi_vendor_247
How to get verified on Coinbase Account?_.docxBuy bitget
t's important to note that buying verified Coinbase accounts is not recommended and may violate Coinbase's terms of service. Instead of searching to "buy verified Coinbase accounts," follow the proper steps to verify your own account to ensure compliance and security.
when will pi network coin be available on crypto exchange.DOT TECH
There is no set date for when Pi coins will enter the market.
However, the developers are working hard to get them released as soon as possible.
Once they are available, users will be able to exchange other cryptocurrencies for Pi coins on designated exchanges.
But for now the only way to sell your pi coins is through verified pi vendor.
Here is the telegram contact of my personal pi vendor
@Pi_vendor_247
what is the future of Pi Network currency.DOT TECH
The future of the Pi cryptocurrency is uncertain, and its success will depend on several factors. Pi is a relatively new cryptocurrency that aims to be user-friendly and accessible to a wide audience. Here are a few key considerations for its future:
Message: @Pi_vendor_247 on telegram if u want to sell PI COINS.
1. Mainnet Launch: As of my last knowledge update in January 2022, Pi was still in the testnet phase. Its success will depend on a successful transition to a mainnet, where actual transactions can take place.
2. User Adoption: Pi's success will be closely tied to user adoption. The more users who join the network and actively participate, the stronger the ecosystem can become.
3. Utility and Use Cases: For a cryptocurrency to thrive, it must offer utility and practical use cases. The Pi team has talked about various applications, including peer-to-peer transactions, smart contracts, and more. The development and implementation of these features will be essential.
4. Regulatory Environment: The regulatory environment for cryptocurrencies is evolving globally. How Pi navigates and complies with regulations in various jurisdictions will significantly impact its future.
5. Technology Development: The Pi network must continue to develop and improve its technology, security, and scalability to compete with established cryptocurrencies.
6. Community Engagement: The Pi community plays a critical role in its future. Engaged users can help build trust and grow the network.
7. Monetization and Sustainability: The Pi team's monetization strategy, such as fees, partnerships, or other revenue sources, will affect its long-term sustainability.
It's essential to approach Pi or any new cryptocurrency with caution and conduct due diligence. Cryptocurrency investments involve risks, and potential rewards can be uncertain. The success and future of Pi will depend on the collective efforts of its team, community, and the broader cryptocurrency market dynamics. It's advisable to stay updated on Pi's development and follow any updates from the official Pi Network website or announcements from the team.
Poonawalla Fincorp and IndusInd Bank Introduce New Co-Branded Credit Cardnickysharmasucks
The unveiling of the IndusInd Bank Poonawalla Fincorp eLITE RuPay Platinum Credit Card marks a notable milestone in the Indian financial landscape, showcasing a successful partnership between two leading institutions, Poonawalla Fincorp and IndusInd Bank. This co-branded credit card not only offers users a plethora of benefits but also reflects a commitment to innovation and adaptation. With a focus on providing value-driven and customer-centric solutions, this launch represents more than just a new product—it signifies a step towards redefining the banking experience for millions. Promising convenience, rewards, and a touch of luxury in everyday financial transactions, this collaboration aims to cater to the evolving needs of customers and set new standards in the industry.
how can I sell pi coins after successfully completing KYCDOT TECH
Pi coins is not launched yet in any exchange 💱 this means it's not swappable, the current pi displaying on coin market cap is the iou version of pi. And you can learn all about that on my previous post.
RIGHT NOW THE ONLY WAY you can sell pi coins is through verified pi merchants. A pi merchant is someone who buys pi coins and resell them to exchanges and crypto whales. Looking forward to hold massive quantities of pi coins before the mainnet launch.
This is because pi network is not doing any pre-sale or ico offerings, the only way to get my coins is from buying from miners. So a merchant facilitates the transactions between the miners and these exchanges holding pi.
I and my friends has sold more than 6000 pi coins successfully with this method. I will be happy to share the contact of my personal pi merchant. The one i trade with, if you have your own merchant you can trade with them. For those who are new.
Message: @Pi_vendor_247 on telegram.
I wouldn't advise you selling all percentage of the pi coins. Leave at least a before so its a win win during open mainnet. Have a nice day pioneers ♥️
#kyc #mainnet #picoins #pi #sellpi #piwallet
#pinetwork
Turin Startup Ecosystem 2024 - Ricerca sulle Startup e il Sistema dell'Innov...Quotidiano Piemontese
Turin Startup Ecosystem 2024
Una ricerca de il Club degli Investitori, in collaborazione con ToTeM Torino Tech Map e con il supporto della ESCP Business School e di Growth Capital
Falcon stands out as a top-tier P2P Invoice Discounting platform in India, bridging esteemed blue-chip companies and eager investors. Our goal is to transform the investment landscape in India by establishing a comprehensive destination for borrowers and investors with diverse profiles and needs, all while minimizing risk. What sets Falcon apart is the elimination of intermediaries such as commercial banks and depository institutions, allowing investors to enjoy higher yields.
Currently pi network is not tradable on binance or any other exchange because we are still in the enclosed mainnet.
Right now the only way to sell pi coins is by trading with a verified merchant.
What is a pi merchant?
A pi merchant is someone verified by pi network team and allowed to barter pi coins for goods and services.
Since pi network is not doing any pre-sale The only way exchanges like binance/huobi or crypto whales can get pi is by buying from miners. And a merchant stands in between the exchanges and the miners.
I will leave the telegram contact of my personal pi merchant. I and my friends has traded more than 6000pi coins successfully
Tele-gram
@Pi_vendor_247
If you are looking for a pi coin investor. Then look no further because I have the right one he is a pi vendor (he buy and resell to whales in China). I met him on a crypto conference and ever since I and my friends have sold more than 10k pi coins to him And he bought all and still want more. I will drop his telegram handle below just send him a message.
@Pi_vendor_247
2. Traditional Methods of Raising Capital
•
•
•
•
•
•
Friends & Family
Bank Loans
Angel Investors
Venture Capitalists
Issuance of Debt
Issuance of Shares
3.
4. What is Crowdfunding?
• Crowdfunding is the collective effort of
individuals who network and pool their
money, usually via the Internet, to support
efforts initiated by other people or
organizations.
• New method of raising capital
7. Donation Method
• Method of Crowdfunding to support specific
causes
• Very common method of crowdfunding
• Example: Jamaican Bobsled Team
– Needed to raise funds to compete at Sochi
Olympics
– Target of $80,000, raised $129,687
– No consideration for contribution
9. Loan Method
• Alternative to bank loans
• Peer-to-Peer loans
• Loans are facilitated through funding portal
which takes a percentage commission on the
loan
11. Reward Method
• Rewards contributors with items of value
• Example: Veronica Mars Movie
– Raised over $5 Million
• Rewards for Contributions included:
– $10 Donation: PDF Copy of Script
– $25 Donation: T-shirt
– $200 Donation: Autographed poster
– $5,000: Free Screening in your hometown
– $10,000: Speaking Role in the movie
13. Pre-Order Method
• Similar to the Reward Method
• Consideration is pre-ordering an item that
does not yet exist
• Manufacturers rely on crowdfunding to get a
critical mass to finance production
15. Equity Method
• Allows companies to sell ownership in start-up
corporations through the funding portal
• Consideration is ownership stake in company
• Access to millions of equity investors
• Creates a faux stock exchange for start-ups
17. The Canadian Equity Method
• Provides Equity Crowdfunding through the exempt
market
• Website only open to exempt investors under NI 45106
• Collective due diligence process for investors
• Funding portal has its’ own diligence requirements
• “Company offerings presented on the site are
considered to be highly speculative and, as such, are
suitable only for purchasers who are prepared to risk
the loss of their entire investment”
20. Benefits for Companies
• Control can be less concentrated, lots of
investors
• Crowd of investors can serve as diversified
advisors for a start-up
• Low cost of acquiring capital
– Only have to pay funding portal commission
• No geographical boundaries
21. Benefits for Investors
• Risk can be diversified amongst a large group
of investors
– 10 investors investing $100,000 each; or
– 10,000 investors investing $100 each
• Less savvy investors can invest in affordable
start-ups
• Far less complex process of investing
• Requires no middlemen other than funding
portal
23. Risks for Companies
• Crowdfunding is not a continuous process
– Likely only one influx of cash to support
continuous cash flow needs
• Tax considerations are uncertain for crossboarder funding
• More investors mean more people to answer
to
24. Risks for Investors
• Risk of fraud
– Little accountability for company to deliver once
the funds are acquired
• Little to no disclosure requirements
– Makes due diligence more difficult
– Makes risk harder to calculate
• Crowds don’t always know best
• Little liquidity
– No resale market
26. Saskatchewan
General Order 42-925 Saskatchewan Equity
Crowdfunding Exemption
• Implemented under The Securities Act, 1988 on
December 6, 2013
• Provides an exemption for equity crowdfunding
from the registration requirements under Section
27 and the prospectus requirements under
Section 58
• First Canadian jurisdiction to directly regulate
crowdfunding
27. Saskatchewan Cont.
Financial and Consumer Affairs Authority:
• “We believe the Saskatchewan Equity Crowdfunding
Exemption will help small businesses and start-ups
raise a defined amount of money in an efficient and
cost effective way.”
• “But we are still protecting investors because we’ve
placed conditions on equity crowdfunding, including
limiting the amount of money individuals can risk in a
single investment. This should mitigate the risk to
individual investors if the business is not successful”.
• “Remember, all investments have risk but equity
crowdfunding should be considered high risk.”
28. Saskatchewan Cont.
Overview of Requirements to be exempt from
Prospectus Requirements:
• The trade and payment must be made
through an online funding portal
• The issuer cannot be a reporting issuer or an
investment fund
• The offering cannot exceed $150,000
• The securities offered cannot be derivatives
29. Saskatchewan Cont.
Overview of Requirements to be exempt from
Prospectus Requirements (continued):
• The exemption can only be used twice in each
calendar year
• The offering cannot last more than six months
• An offering document must be provided to
investors through the portal
• No one can invest more than $1,500 in an
offering
30. Saskatchewan Cont.
Resale Restrictions:
• The first trade in securities traded pursuant to
the Order are subject to the provisions of NI
45-102 Resale of Securities as if they were
acquired under section 2.5 of NI 45-106
Prospectus and Registration Exemptions
31. Saskatchewan Cont.
Resale Restrictions (continued):
• NI 45-102, s. 2.5(1) Unless the conditions in subsection (2)
are satisfied, a trade that is specified by section 2.3 or other
securities legislation to be subject to this section is a
distribution.
(2) …the conditions are:
1. The issuer is and has been a reporting issuer in a
jurisdiction of Canada for the four months immediately
preceding the trade.
2. At least four months have elapsed from the
distribution date.
• Or, resell the securities pursuant to another exemption
32. Saskatchewan Cont.
Filing Requirements:
• Issuer Information Form GO45-925F1
• Individual Information Form GO45-925F2
• Offering Document GO45-925F3
• Report of Trades Form GO45-925F4
33. Saskatchewan Cont.
Offering Document GO45-925F3
• Contact details for the issuer, promoters, directors, officers, and
control persons
• Where to find the articles of incorporation (or similar documents)
• Explanation of the business
• Previous offerings and use of funds
• Management’s business experience
• Financial state of the business
• Offering size and use of funds
• Rights of investors, for example voting rights and dividends
• How reports will be made to investors
• Type of security and price
• Risks specific to the investment
34. Saskatchewan Cont.
Overview of Requirements for Online Funding Portals to be Exempt
from Registration Requirements:
• Portals must be independent and can’t provide advice
• Portals must make available the offering document and the
Important Risk Warnings online. Investors must confirm they have
read and understood them.
• Portals an only release funds once the minimum amount to close
the offering is reached
• Portals must provide issuers with investors details, including contact
details
• Portals must ensure that the issuer and investors have an address in
Saskatchewan
• Filing requirements: Portal Information Form GO 45-925F5 and
Portal Individual Information Form GO45-925F6
35. Saskatchewan Cont.
Schedule A “Important Risk Warnings”:
• I understand that I might not make any money from this investment, I
could lose my entire investment, and I will find it very difficult to sell this
investment
• I have read and understood the Offering Document.
• This investment opportunity has not been “approved” in any way by the
Financial and Consumer Affairs Authority of Saskatchewan, or by anyone
else.
• I understand that I have not received any advice about this investment
from this website or the Government of Saskatchewan. If I want guidance,
I know that I need to seek professional investment advice.
• I understand that I do not have as many legal rights when purchasing this
investment as I would when investing through a “prospectus offering.” If I
want to know more, I know that I need to seek professional legal advice.
• I currently reside in Saskatchewan.
36. Discussion Question
Are the risk warnings contained in Schedule A of
General Order 42-925 along with the offering
document sufficient to alert investors to the
risks of investing?
37. United States
• JOBS (Jump Start Our Business Start-Ups) Act
signed into law in April 2012
• The Act amends the Securities Act of 1933
introduces an exemption for crowdfunding
• Exemption will come into effect once rules are
finalized
• Rules were proposed by the Securities and
Exchange Commission in October 2013 (585
pages)
38. United States Cont.
Highlights of the JOBS Act Crowdfunding Exemption:
• The total amount of all offerings under the exemption
must be less than $1 million in a 12-month period
• Investors subject to yearly investment limits of
– $2,000 or 5% of their annual income or net worth,
whichever is greater, if both their annual income and net
worth are less than $100,000
– 10% of their annual income or net worth, whichever is
greater, if either their annual income or net worth is equal
to or more than $100,000. Maximum investment under
the exemption of $100,000.
39. United States Cont.
Highlights of the JOBS Act Crowdfunding Exemption
(continued):
• Companies that are SEC reporting companies
(those listed on exchanges or companies greater
than a certain size) may not use the exemption
• Companies must release an offering document,
which must include financial statements. They
may be subject to an review or audit requirement
depending on the size of the company’s offerings.
• Annual report provided to investors
40. United States Cont.
Highlights of the JOBS Act Crowdfunding
Exemption (continued):
• Offerings must take place through a registered
broker or registered funding portal
• Similar requirements and restrictions on the
activity of portals as Saskatchewan, with an
additional requirement to provide potential
investors a channel to discuss offerings
41. United Kingdom
Prospectus exemption:
• A prospectus is generally not required for
offerings of securities if the value of the
securities being offered is less than £5 million
with less than 150 investors.
42. United Kingdom Cont.
FSA Information Bulletin:
Crowdfunding: is your investment protected
• “Many crowdfunding opportunities are high risk and
complex… the majority of startup businesses fail”
• “Dividends are rare and your investment could be
diluted if more shares are issued”
• “We believe most crowdfunding should be targeted at
sophisticated investors who know how to value a
startup business, understand the risks involved and
that investors could lose all of their money”
43. Ontario
• OSC Staff Consultation Paper 45-710:
Considerations for New Capital Raising
Prospectus Exemptions released in December
2012
• Sets out their concept for crowdfunding, with the
qualification that it is subject to change, and may
not be proposed at all
• Proposed rules are expected to come out in the
next few months, with an opportunity for
comments
44. Ontario Cont.
Overview of OSC Staff Consultation Paper 45-710:
• Issuers must be incorporated federally or under
the corporate statute of a Canadian jurisdiction
(e.g. OBCA) and must have a head office in
Canada
• An issuer is limited to raising $1.5 million under
the exemption over a 12 month period.
• Advertising of the offering can only take place
through a funding portal or on the issuer’s
website. Social media can be used to direct
investors there.
45. Ontario Cont.
Overview of OSC Staff Consultation Paper 45-710
(continued):
• Limits on investors: Can only invest $2,500 in a
single investment and $10,000 using the
exemption per year
• Issuers must provide an information statement,
including risks facing investors and one year’s
financial statements
• For offerings where proceeds will be greater than
$500,000, or if the issuer is a reporting issuer,
the financial statements must be audited
46. Ontario Cont.
Overview of OSC Staff Consultation Paper 45-710
(continued):
• Information statement must be certified by issuer.
Statutory rights for the investor for misrepresentation.
• Investors must sign a risk acknowledgement
confirming:
– They are within the investment limitations
– They understand the risk of losing their entire investment
and can absorb the loss
– They understand that they might have trouble selling the
securities
47. Ontario Cont.
Overview of OSC Staff Consultation Paper 45-710
(continued):
• “Cooling off” period of two days, where they can
rescind their investment
• Ongoing financial disclosure: Issuer must provide
annual financial statements, and keep records on
the distributions, the security holders and the use
of funds
• Investments must be made through a registered
funding portal, and the portals will likely have to
register
48. Ontario Cont.
OSC Staff Consultation Paper 45-710: Consultation Questions
• What would motivate an investor to make an investment
through crowdfunding?
• If we determine that crowdfunding may be appropriate for
our market, should we consider introducing it on a trial or
limited basis? For example, should we consider introducing
it for a particular industry sector, for a limited time period
or through a specified portal?
• Should issuers be required to spend the proceeds raised in
Canada?
• Should rights and protections, such as anti‐dilution
protection, tag‐along rights and pre‐emptive rights, be
provided to shareholders?
50. Discussion Question
Considering the different approaches or
proposals to regulation taken by
Saskatchewan, the United States, the United
Kingdom and Ontario, which do you think is
preferable?
51. Some key differences between the regimes:
Saskatchewan
Ontario
U.S.
Offering limits
Under $150,000
per offering,
maximum of twice
a year
Under $1.5 million a Under $1 million a
year (total offerings) year (total offerings)
Investment limits
$1,500 per offering $2,500 per offering
and $10,000 a year
Yearly limits vary
with investors
Issuer restrictions
Unavailable for
reporting issuers
Available for
reporting issuers
Unavailable for SEC
reporting companies
Ongoing disclosure and Not required but
financial statements
“suggested”
Annual financial
statements
Annual financial
statements
Funding portals
Exempt if
requirements met
Must register
Must register, new
category
Other
Limited detail in
the rules
Two day cooling off
period
Communication
channels
56. Canadian Regulation
• Next Steps for Canadian Regulators
– Analyze the results of foreign (U.K/
U.S./Australian) and domestic (Saskatchewan)
legislative reforms
– Revise the draft legislation (including framework
for portal registration)
– Allow for public comment
– Implement legislation monitor portals/
effectiveness of legislation
57. Success Stories
•
•
•
•
Pebble Watch ($10.2 Million)
Righteous Salad Dressing ($140,000 for 15%)
3Doodler ($2.35 Million)
Veronica Mars Movie ($5.7 Million)
63. Personal Experience - Mycestro
• Made initial investment of $99 in February
2013
• Estimated delivery date was June 2013
• In June 2013, estimated delivery date delayed
to October 2013
• Received no updates until December 2014
when delivery date delayed to June 2014
• Wait and see…
64. Kickstarter Accountability
• Kickstarter Accountability
– Who is responsible for completing a project as
promised?
– Fraudulent Creators?
– Are creators legally bound to fulfill promise of
their project?
– Can I get my money back?
65. Discussion Questions
• Have you ever been involved in crowdfunding
a project?
• Would you invest in start-ups using a
crowdfunding exemption? Why or why not?
– Pros? Cons?
• What, if any, protections would you need to
see in place before you invested?