Colorado Crowdfunding Presented by Vim ConsultingThank You Rockies Venture Club
Agenda• Introduction• Overview of Openshop• History of Crowdfunding• Five Funding Options• Top Five Fundability Requirements• CO Crowdfunding Workshop
About BrianPersonalI am a dad with two boys, conscious entrepreneur and committed to myspiritual inner journey, my purpose is to live passionately inspired to createconnection and full engagement, All-American swimmer in collegeProfessional•Visionary in my EZOG Style•I am an entrepreneur - over 20 years of experience•I raised almost $2 million in private equity•Board Member Crowdfunding Professional Associations•Founder, CEO of Vim, Inc•Co-Creator of Funding Launchpad, Vim Insights, Vim Quests, Vim Loft, Vim Events, Vim Startups, Vim Fundability, Vim Lending, Vim SoftwarePrograms: Colorado Crowdfunding Intensive
DisclaimerI am not an attorney, nor play one ontelevision. I am not providing legal adviceand you are advised to talk to an attorneywith any securities transactions you areengaged in.
Colorado CrowdfundingPart One: History of Crowdfunding
What is Crowdfunding?•A collective effort from many individuals tofund a charity, event, business, artist andother projects typically online.•The JOBS Act is a Game Changer–Title II–Title III
Crowdfunding Worldwide Image Credit: PleaseFund.us and crowdsourcing.org
Colorado CrowdfundingPart Two: Five Funding Options
Options for Issue1. Form RL-Limited Registration by Qualification2. CO U-7 SCOR-Small Company OfferingRegistration- with Reg D 5043. Regulation A4. Reg D 504 MAIE5. Reg D 506 Exemption Title II JOBS Act
Form RL Key Qualification80% of raise must be spent in Colorado entityMajority of employees based in COAll investors must be CO residentsColorado Entity$1M in 12 monthsEscrow requiredMin/Max
Form RL Registration Key Advantages• Limited documentation• Reviewed financials• The Colorado Division of Securities (DORA) should decide within 14 business days• $75 filing fee• Lowest compliance cost option
SCOR Key Qualifications-47 States offer a SCOR, filed underuniformed application U-7-Must file Federal Exemption- Reg D 504-$1M in 12 months-$1.00 per share min-Can require audited financials, ongoingrequirement for audit post funding-Escrow required-Min/Max
Reg A Key Qualifications-Federal Exemption by Review-Complete and File Form 1-A-Reviewed by the SEC-Verbally "Testing the Waters"-Offering Circular required-Currently up to $5M in 12 months-No set requirement for accounting although SEC can require audited-No escrow or min/max
Reg D 504 MAIE-Only generally solicit to Accredited Investors-Must file Reg D 504 with SEC and CDOS-Maximum raise $1M in 12 months--Usually offered through Private Placement Memorandum-There is no qualificationFile MAIE Form with CDOS
Reg D 506-Practically only sell to Accredited Investors-Currently NO advertising or general solicitation- Title II JOBS Act changes this-Usually audited financials are required-Unlimited amount of capital-Usually offered through Private Placement Memorandum-There is no qualification
Other DocumentationPrivate Placement MemorandumShareholder AgreementLoan AgreementLeasesPurchase OrdersExpert OpinionsAccounting Opinions
Takeaways• You have four current options for selling securities to the public now• In the future with the JOBS Act you will have two more• Selling securities to the public is only right for some businesses• Compliance is a significant component of general solicitation• The Vim Fundability Decision Tree
Colorado CrowdfundingPart Three: Top Five Fundability Requirements
Top 5 Fundability Requirements1. Completing Your Compliance2. Understanding Your Investor3. Setting Amount and Use of Funds4. Determining a Fair Valuation5. Committing to a Campaign Plan
Completing Your Compliance1. Determine both Federal and State requirements2. Disclosure, disclosure, disclosure3. Accurately complete all documentation4. Secure advisors and/or counsel
Understanding Your Investor1. What stage is your business?2. What type of investor is best for stage?3. Know your investor preferences and past investments4. Know psychographics and demographics5. Find a way to get in front of these people
Setting Amount and Use of Funds1. What can you do that is amazing on minimal raise?2. How reasonable is this amount based on your stage and valuation?3. Completely understand and disclose how you plan to spend the money4. What milestones will funding complete?5. When will you need money again?
Determining a Fair Valuation1. Entrepreneurs tend to over value and investors under value.2. What facts do you have to support your valuation claims?3. Get market feedback and listen to first investors about your valuation.4. 100% of $0, 10% of $1,000,000
Committing to a Campaign Plan1.Plan the campaign2.Create your campaign3.Launch your campaign4.Drive your campaign
Takeaways• Good compliance is a win for everyone• Know everything about your target investor• Be totally transparent in use of funds• Create a valuation that works for you and the investor, must be realistic and fair to both parties.• Commitment to raise money is critical
Colorado CrowdfundingPart Four: CO Crowdfunding Workshop
Who is it for?Any business that is ready to raise capitalusing general solicitationAny business that generally seek under$1M in capital Reg A is $5MAny business with lots of CO connections,fans, customers or social networkAny business that simply wants to learnhow to raise capital like a professional
Workshop InformationJoin us for our three day intensive program February 11th, 13th & 15thFocus on Form RL, SCOR, Reg A, Reg D 504 MAIE and Reg D 506 registrations and Crowdfunding modelOnly have 9 slots open for class
Sign Up Today!Investment $1497, limited to first 10.If you sign up and pay today you also get-a free 1 hour coaching session prior to workshop-a free review of your Form RL, SCOR or PPM-$1000 off FundingLaunchpad.comA total of $1750 free additional value
Free Strategy Session• If this is for you, please complete the attached form and return it to me.• I will select 2 applications to meet with in next two weeks• If you want to stay connected to all of our funding news please sign up for our newsletter.
Thank youJoin Colorado Capital Formation Meetup for events on allways to raise capital for your business!
Vim Consul>ng Informa>on • Contact Info: • Brian@Vim.biz • 303-‐408-‐3671-‐ Mobile Number • www.StartupGuru.com • LinkedIn: Brian Tsuchiya • Contact Info for Nancy Steele: • Nancy@Vim.biz • 720-‐881-‐1236 Mobile Number • Contact Info for Tara Powers • Tara@Vim.biz • 303-‐875-‐5011-‐ Mobile Number