Preparing Your Company for JOBS Act Title III Fundraising

Title III of the Jumpstart Our Business Startups Act (JOBS Act) has long been in limbo, waiting for the SEC to vote on the final rules since the act was signed into law in the spring of 2012. But with the SEC having just announced the rules for Title III on October 30, it’s time for startup leadership to take notice – and plan accordingly.

To refresh, the JOBS Act introduced revolutionary changes to SEC rules, essentially loosening legal restrictions on equity crowdfunding. It’s revolutionary because less than one percent of startups manage to get funding via investment through a VC. The JOBS Act has opened up new fundraising options for startups that otherwise wouldn’t have them.

Title III in brief

Like Title IV enacted earlier this year, Title III of the JOBS Act allows non-accredited investors to participate in equity crowdfunding campaigns. While Title IV allows for raises of up to $50 million annually, the process is highly regulated, requiring financial audits and annual reporting. Under Title III, startups can raise no more than $1 million annually, but the process entails much less administrative overhead. More importantly, Title III allows non-accredited investors to participate in fundraises via FINRA-registered portals.

Because the vast majority of companies seeking funding don’t require the $50 million allowed for under Title IV, most will opt for funding under Title III, which offers the path of least resistance. The broad applicability of Title III in some ways makes it the most significant aspect of the JOBS Act. It has certainly been the most anticipated, and it’s likely to have the greatest impact. The new crowdfunding rules will be effective 180 days after they are published in the Federal Register.

Steps to prepare

If a Title III fundraise is in your future, here are six best practices to make sure the process goes as smoothly as possible for you and your company:

Determine how much money you want to raise and why you need it. The first step in a successful fundraise is to dial in exactly how much you want to raise and why. You should be able to explain how you calculated your fundraise goal by drawing on past performance, run-rate assumptions, sales pipeline, growth projections, anticipated expenses and other figures. You’ll also need to be able to articulate to investors how the money will be spent and how long it will last you.

Make sure your financials are in order. The amount of money you want to raise impacts how much financial scrutiny you’ll be subjected to upfront as a first-time issuer. If you’re raising less than $100,000, having your financials certified by internal officers will be sufficient. At between $100,000 and $500,000, an external financial review will be required. At between $500,000 and $1 million, that external review must be conducted by an outside auditor. While not technically considered an audit, the scrutiny will be more intense than at lower funding levels. Regardless of your level of fundraise, financials are one area you shouldn’t neglect or postpone. Keeping your books in order from the outset will not only reduce anxiety with regard to Title III oversight, but will also make it easier to weather an audit should one be required.

Develop an investor slide deck. In times past, no new company got off the ground without a business plan. Today, it’s all about the investor slide deck or “pitch deck.” This document is essential for articulating your company’s value proposition, what you want from a fundraise and what your plans are for the company. The pitch deck has long been a critical component in the search for a willing VC investor, but it’s just as relevant – if not more so – when seeking funding from unaccredited investors who don’t have a great deal of venture investment experience to fall back on when learning about and evaluating your company.

Start building your online presence. The most successful fundraises are the ones that have huge momentum right out of the gate. Investors at all levels are more likely to participate when others have already invested. The way to create momentum is to activate your fan base – your core customers, your dedicated users, your online followers. Your network can in turn work their networks, helping drive momentum for your fundraise. It makes for a ready pool of early investors that give your fundraise a strong initial pop, paving the way for further interest from investors outside your network.

Find the right platform. Not all fundraising platforms are created equal, so it’s important to evaluate them carefully before choosing a platform for your Title III fundraise. Some questions to ask include:

• Is the platform Title III ready? Some platforms won’t accommodate Title III investment at all, some will use it exclusively and some will use it only on a limited basis.
• Is the platform operated by a FINRA-registered broker-dealer? Registered broker-dealers like MicroVentures have a proven legal and financial background to draw on and can provide the resources necessary to help you through the process.
• Is the platform brand new or already established? Find out how long it’s been live, how many companies have raised money on it, and how much total money has been raised.
• Does the platform have an active membership? Platforms with a strong membership base often have more potential for traction than those relying on external traffic.
• Does the platform curate deals or provide due diligence for investors? Rummaging through one hundred unqualified deals can not only be a poor user experience, it can be an even worse investor experience.
• Does the platform have experience fundraising with unaccredited investors? Platforms with relevant, prior experience can put those insights to work for you.

The future of new business

Title III has the potential to radically change startup investing for all parties involved. No longer dependent on the long-shot of VCs, young companies can pick and choose among fundraising strategies. And with unaccredited investors participating alongside accredited investors, startups have access to pools of money that simply did not exist before. All of these investors have the potential to craft the future of new business, including yours.

About the Author

Bill Clark is the CEO and founder of MicroVentures, an equity crowdfunding platform.