colorado crowdfunding openshop tie rockies
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TRANSCRIPT
Colorado Crowdfunding Presented by Vim Fundability
Thank You TiE Rockies
Agenda
• Introduction • Overview of Openshop • History of Crowdfunding • Five Funding Options • Top Five Fundability Requirements • CO Crowdfunding Workshop
About Brian Personal I am a dad with two boys, conscious entrepreneur and committed to my spiritual inner journey, my purpose is to live passionately inspired to create connection and full engagement, All-American swimmer in college
Professional •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 Software Programs: Colorado Crowdfunding Intensive
Disclaimer
I am not an attorney, nor play one on television. I am not providing legal advice and you are advised to talk to an attorney with any securities transactions you are engaged in.
Colorado Crowdfunding Part One: History of Crowdfunding
What is Crowdfunding?
•A collective effort from many individuals to fund a charity, event, business, artist and other projects typically online.
•The JOBS Act is a Game Changer –Title II –Title III
Crowdfunding Worldwide
Image Credit: PleaseFund.us and crowdsourcing.org
Types of Crowdfunding
• Micro-‐Finance
Types of Crowdfunding
• Peer to Peer(P2P)
Types of Crowdfunding
• Reward
Types of Crowdfunding
• Equity
Early Crowdfunded Ventures
Irish Loan Fund- 1700's
Poli>cians Join the Act
Power of the Internet
$10M Campaign
$200M, 5M, 7 Months Online
Image Credit: Gplus.com
First $1M Plus Equity Deal
$128,542,079.00 and Going Strong
Perks versus Security
Perks Based Security Based
Pros Cons Pros Cons
JOBS Act- April 5th 2012
Colorado Crowdfunding Part Two: Five Funding Options
Options for Issue
1. Form RL-Limited Registration by Qualification
2. CO U-7 SCOR-Small Company Offering Registration- with Reg D 504
3. Regulation A 4. Reg D 504 MAIE
5. Reg D 506 Exemption Title II JOBS Act
Form RL Key Qualification
80% of raise must be spent in Colorado entity
Majority of employees based in CO All investors must be CO residents Colorado Entity
$1M in 12 months Escrow required Min/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 under uniformed application U-7 -Must file Federal Exemption- Reg D 504 -$1M in 12 months -$1.00 per share min -Can require audited financials, ongoing requirement 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 qualification File 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
Forms
U-7 Form 1-A Form RL Form D MAIE Form
Other Documentation
Private Placement Memorandum Shareholder Agreement Loan Agreement Leases Purchase Orders Expert Opinions Accounting 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 Crowdfunding Part Three: Top Five Fundability
Requirements
Top 5 Fundability Requirements
1. Completing Your Compliance 2. Understanding Your Investor 3. Setting Amount and Use of Funds 4. Determining a Fair Valuation 5. Committing to a Campaign Plan
Completing Your Compliance
1. Determine both Federal and State requirements
2. Disclosure, disclosure, disclosure 3. Accurately complete all documentation 4. Secure advisors and/or counsel
Understanding Your Investor
1. What stage is your business? 2. What type of investor is best for stage? 3. Know your investor preferences and
past investments 4. Know psychographics and
demographics 5. Find a way to get in front of these
people
Setting Amount and Use of Funds
1. 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 money
4. What milestones will funding complete? 5. When will you need money again?
Determining Valuation
Determining a Fair Valuation
1. 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 Plan
1.Plan the campaign 2.Create your campaign 3.Launch your campaign 4.Drive your campaign
Go Raise Money!
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 Crowdfunding Part Four: CO Crowdfunding
Workshop
Why take this workshop?
Hard to find Capital
General Solicitation
InvestinMyCompany.com
Who is it for?
Any business that is ready to raise capital using general solicitation
Any business that generally seek under $1M in capital Reg A is $5M
Any business with lots of CO connections, fans, customers or social network
Any business that simply wants to learn how to raise capital like a professional
FundingLaunchPad.com
Workshop Information
Join us for our three day intensive program February 11th, 13th & 15th
Focus on Form RL, SCOR, Reg A, Reg D 504 MAIE and Reg D 506 registrations and Crowdfunding model
Only 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.com A total of $1750 free additional value
We Make It Easy
Thank you
Join Colorado Capital Formation Meetup for events on all ways to raise capital for your business!
Vim Fundability Informa>on • Contact Info: • [email protected] • 303-‐408-‐3671-‐ Mobile Number • www.StartupGuru.com • LinkedIn: Brian Tsuchiya
• Contact Info for Nancy Steele: • [email protected] • 720-‐881-‐1236 Mobile Number
• Contact Info for Tara Powers • [email protected] • 303-‐875-‐5011-‐ Mobile Number