Category: Entrepreneurs

Crowdfunding And The Life Sciences: An Evening With The Experts

On By crowdfundattnyIn Crowdfunding, Crowdfunding Speaking Engagements, Entrepreneurs, Investing, Investor, JOBS Act, Life Sciences, Portals, Technology PlatformsLeave a comment

Last night I had the honor of moderating an all-star panel hosted by Pharmaceutical Consulting Consortium International (PCCI) in Philadelphia, focused on Crowdfunding in the life science space.

Our panelists:

  • Don Skerrett, the President of PCCI and a serial entrepreneur, who spoke from the perspective of an early-stage life science CEO
  • Barbara Schilberg, an experienced life science investor, the CEO of BioAdvance, a leading life science fund that has invested in almost 60 companies – leading to $1.7 billion of additional financing – and a senior executive in four active life science businesses
  • Darrick Mix, a shareholder at Duane Morris and an expert in Federal and State securities laws
  • Samuel Wertheimer, the Chief Investment Officer at Poliwogg, a Title II portal devoted to the health care industry and one of the most exciting and innovative portals of any kind in the world

Among the issues discussed:

  • The advantages and disadvantages of Crowdfunding from the perspective of a life science company
  • The nuts-and-bolts mechanics of Crowdfunding
  • The role of portals
  • The due diligence process for life science companies
  • The legal liability of life science companies and portals
  • The effect of Crowdfunding on the life science market specifically and the capital formation industry generally

The panel agreed that while Crowdfunding in the real estate market is very active, with more than 100 real estate portals already in operation, Crowdfunding in the life science market is at a very early stage. How the market will develop, how much capital it will provide to life science companies, how existing capital sources like BioAdvance will coordinate with new capital sources like Poliwogg, whether the life science market will divide into sectors as the real estate market is doing – these questions are all unanswered. But the panel also agreed that Crowdfunding holds great opportunities for the life science sector even if the details have yet to be worked out.

Thanks to those who attended, to PCCI for making the event possible, and especially to our excellent panelists for making the event so informative and worthwhile.

Questions? Let me know.

A Downpour Of #CrowdfundingRealEstate Advice And Ideas

On By crowdfundattnyIn Crowdfunding, Crowdfunding Real Estate, Entrepreneurs, Harvard Business School Club of New York, Investing, JOBS Act, Real Estate, SEC, Securities Exchange Commission, Title II Crowdfunding, Title III CrowdfundingLeave a comment

Thank you to the panelists and audience members who braved a biblical downpour to attend the SOLD OUT Harvard Business School Club Innovations in Real Estate: Crowdfund Investing program last night at the UJA Federation of NY Conference Center. Former New York Governor David Paterson kicked off the evening with his typical wit and insight before our panel of Crowdfunding industry experts shared their experiences and knowledge with an extremely engaged and thoughtful audience.

Our panelists:

  • Jason Fritton of Patch of Land and William Skelley of iFunding, two of the earliest Crowdfunding innovators and most successful Title II portals
  • Elvin Ames of Golden Eye Investments and Erin Wicomb of Mavrix Group, two experienced and successful real estate developers who have recently turned to Crowdfunding to raise capital
  • Scott Lichtman, a real estate investor who has himself invested in Crowdfunded deals and did a super job putting the conference together

Thus, all sides the Crowdfunding triangle were represented: portals, developers, and investors. And Jason, William, Elvin, Erin, and Scott – not to mention Governor Paterson – acquitted themselves with flying colors, demonstrated why they have been so successful generally and specifically why they have been leaders in Crowdfunding.

Some of the issues discussed:

  • The build-out of the Title II portal market, and how it is likely to segment into verticals
  • How portals successfully distinguish themselves
  • What investors look for in a portal and a project sponsor
  • The legal basis for Crowdfunding, and its significance in the marketplace
  • Why Crowdfunding is attractive to developers
  • How portals can participate in community development and “do well by doing good”
  • How portals market and price their services
  • How developers distinguish their projects
  • What due diligence means in a Crowdfunded environment

Judging by the number and quality of questions from the audience following the presentation, there are likely a few dozen more Crowdfunding entrepreneurs this morning than there were yesterday. Including one statistician, who asked about the standard deviation of Crowdfunding investments.

Thanks again to everyone. I hope to stay in touch with all of you. Questions? Let me know.

Crowdfunding Seminar In Mamhattan Today With Harvard Business School Club

On By crowdfundattnyIn Crowdfunding, Crowdfunding Speaking Engagements, Entrepreneurs, Investing, JOBS Act, Real Estate, SECLeave a comment

The Harvard Business School Club is presenting Innovations in Real Estate: Crowdfund Investing from 6:30 pm to 8:15 pm today at 130 E. 59th St. I’m honored to be moderating for this panel of industry leaders as well as former Governor David Paterson. Other panelists include: Elvin Ames, Golden Eye Investments; Jason Fritton, Patch of Land; Scott Lichtman, Heartland Real Estate; William Skelley, iFunding; and Alex Twining, Twining Properties.

Please join us for what promises to be a very exciting and informative evening. If you’re unable to attend and still interested in listening in on the conversation, follow the hashtag #crowdfundrealestate on twitter or send me a tweet @Crowdfundattny.

Tickets can be purchased here

Event Overview:

Learn how crowdfunding will affect fundraising by developers/operators, alternative investment opportunities for individuals, and community development initiatives in cities. HBSCNY, with the Harvard Business School Alumni Angels of Greater New York, and the Harvard Real Estate Alumni Organization, invite alumni and all interested individuals to an evening panel and networking event, where real estate operators, entrepreneurs, an investor and attorney discuss the impact of real estate crowdfunding.

The federal Jumpstart Our Businesses (JOBS) Act has made it easier for web entrepreneurs to facilitate wider participation in private investments. As a result, over a dozen websites are in a race to become leaders in the RE crowdfunding space. Real estate is poised to join consumer lending, angel funding and other asset classes – which together generated over $5 billion in online transactions last year – that are that are undergoing fundamental changes in fund-raising.

Though promising, RE crowdfunding will no doubt face questions along the way. Do the newer investors appreciate the risks they are taking on? What will happen when a project first undergoes foreclosure? How do the projects’ operating agreements, as well as the corporate structure of the crowdfund websites, affect future performance? And, which sites will emerge on top? The evening is an entrée to meet those leading this field and understand opportunities for participation.

Innovations In Real Estate: Crowdfund Investing

On By crowdfundattnyIn Crowdfunding Speaking Engagements, Entrepreneurs, Investing, JOBS Act, Real EstateLeave a comment

Attention New Yorkers! On Wednesday, April 30th, I will be moderating an expert panel hosted by The Harvard Business School Club of New York, Inc. to discuss the rapidly-growing market of Crowdfunding in NYC.

The event, “Innovations in Real Estate: Crowdfund Investing,” consists of a panel of heavy-hitters in the Crowdfunding industry.  Tickets are cheap and can be purchased here.

Below is more information on the event. Please contact me directly if you have any questions.

Date:

Wednesday, April 30th, 2014

Time:

6:30 -8:15 pm

6:30 -7:00 pm registration

7:00 -8:00 pm panel

8:00 -8:15 pm audience Q&A

Venue:

The Conference Center, 130 E. 59th St. (between Park & Lexington Avenues)

Price: $15/Members of the HBSCNY, HBS Angels, Harvard Real Estate Alumni Organization $15/Member guest (limit one) $35/Non-member alumni $50/Non-alumni

RSVP:

Click here to register!

Event Overview:

Learn how crowdfunding will affect fundraising by developers/operators, alternative investment opportunities for individuals, and community development initiatives in cities.  HBSCNY, with the Harvard Business School Alumni Angels of Greater New York, and the Harvard Real Estate Alumni Organization, invite alumni and all interested individuals to an evening panel and networking event, where real estate operators, entrepreneurs, an investor and attorney discuss the impact of real estate crowdfunding.

The federal Jumpstart Our Businesses (JOBS) Act has made it easier for web entrepreneurs to facilitate wider participation in private investments.  As a result, over a dozen websites are in a race to become leaders in the RE crowdfunding space.  Real estate is poised to join consumer lending, angel funding and other asset classes – which together generated over $5 billion in online transactions last year – that are that are undergoing fundamental changes in fund-raising.

Though promising, RE crowdfunding will no doubt face questions along the way.  Do the newer investors appreciate the risks they are taking on?  What will happen when a project first undergoes foreclosure? How do the projects’ operating agreements, as well as the corporate structure of the crowdfund websites, affect future performance? And, which sites will emerge on top?  The evening is an entrée to meet those leading this field and understand opportunities for participation.

Speaker Biographies:

Mark Roderick, Flaster/Greenberg PC:  Flaster/Greenberg (flastergreenberg.com) is a full-service commercial law firm with offices along the mid-Atlantic corridor.  Markley Roderick concentrates on representing entrepreneurs in technology, real estate and other fields, and is an acknowledged expert in crowdfunding, with a blog at www.crowdfundattny.com.

Elvin Ames, Golden Eye Investments:  Via roles as a broker, loan officer and most recently a real estate developer, Elvin has completed more than 300 real estate transactions.  This includes over 60 house refurbishments he has led. He also owns leased properties, with a focus on New Jersey.  The company does business via webuyraggedyhouses.com.  Mr. Ames is a US Marine Corp. veteran.

Jason Fritton, co-founder and COO, Patch of Land: The company (patchofland.com) is a pioneer in the real estate crowdfunding industry, focused on highly-attractive debt investments.  Jason oversees the company’s due diligence practices, legal compliance and client services. Previously, Jason ran digital marketing at a national retail company and managed a major technology project for the US army.

Scott Lichtman, Heartland Real Estate: Scott is a real estate investor and software entrepreneur.  He has invested in five properties through crowdfunding, interviews crowdfund CEOs for a blog at realheartland.com, and serves in a user-feedback role for several of the sites.  Scott has worked at Oracle, Deloitte and startups involving online collaboration and research.  He graduated from Harvard Business School, the London School of Economics and MIT.

David Paterson, former Governor of New York, and Director of Community at iFunding: David A. Paterson became New York’s 55th Governor in 2008, the state’s first African-American governor and only the second legally-blind governor in the nation’s history. Throughout his career, Governor Paterson has achieved bi-partisan change, leading the charge on issues ranging from renewable energy to championing minority and women-owned businesses.  He currently works with the crowdfund company iFunding on matters of community outreach and development.

William Skelley, CEO of iFunding: The company (ifunding.co) is a crowdfund leader that focuses on institutional quality deals with commensurate returns, scalable investment amounts and asset types, and global access.  Prior to founding iFunding, William was a principal at Rose Park Advisors, a hedge fund founded by Harvard Business School professor Dr. Clayton Christensen.  He also has worked at General Electric and Bain Capital.

Alex Twining, CEO of Twining Properties:  The company (twiningproperties.com) is a developer focused on urban use green projects at transit nodes of the Northeast Corridor.  They have over 4 million sq. feet under development and are pursuing a first deal with crowdfund participation.  Previously, Alex was CEO of MetroNexus, a Morgan Stanley real estate funds enterprise, and a director at AvalonBay Communities, a $4bn REIT.

Questions? Let me know.

Crowdfunding Cheat Sheet

On By crowdfundattnyIn Crowdfunding, Entrepreneurs, Form D, Investing, Investor, JOBS Act, Regulation A, Regulation D offerings, Rule 506, SEC, Securities Exchange Commission, Title II Crowdfunding, Title III Crowdfunding, Title IV of the JOBS Act, UncategorizedLeave a comment

Crowdfunding now comes in multiple flavors:

  • Title II Crowdfunding – Rule 506(c)
  • Title III Crowdfunding
  • Title IV Crowdfunding – Regulation A+
  • Existing Regulation A
  • Rule 504 of Regulation

All have one thing in common:  the entrepreneur can use “general solicitation and advertising” to raise money.

But that’s all they have in common. They differ on such critical features as: 

  • Who is allowed to invest
  • How much money can be raised
  • Whether Internet portals can be used
  • How much each investor can investCFCS
  • The degree of SEC oversight
  • Whether foreign companies can participate

I’ve created a chart to keep it all straight – a Crowdfunding Cheat Sheet. The chart won’t
format properly here in the blog, so you’ll need to click here to view it. You might want to print it for future reference.

CLICK HERE TO VIEW THE CROWDFUNDING CHEAT SHEET 

This is my takeaway from the chart:

Of the five flavors of Crowdfunding that will soon be available, only Title II Crowdfunding and Regulation A+ Crowdfunding are likely to play a major role. Title III Crowdfunding – ironically, the only thing the media talked about when the JOBS Act was passed in 2012 – seems doomed to a non-speaking part, at least as long as the $1 million limit remains in place. Those satisfied with raising money from only accredited investors will probably look to the simplicity of Title II while those needing to cast a wider net will likely take the plunge into Regulation A+. As for Rule 504 and the old version of Regulation A – they’re history.

But it’s a brand new world in the capital markets, and impossible to predict.

 Questions? Contact Mark Roderick.

SEC Answers Questions On Title II Crowdfunding

On By crowdfundattnyIn Crowdfunding, Entrepreneurs, Investing, Investor, JOBS Act, Rule 506, Securities Exchange Commission, Title II CrowdfundingLeave a comment

On January 23, 2014, the SEC issued two Securities Act Rules “compliance and disclosure interpretations” regarding Title II Crowdfunding. Both of the new C&DIs provide transition guidance for Rule 506 offerings that started before September 23, 2013, the effective date of the new Rule 506(c) exemption.

Question 260.33: An issuer commenced an offering in reliance on Rule 506 before September 23, 2013, the effective date of the new Rule 506(c) exemption.  The issuer decides, at some point after September 23, 2013, to continue that offering as a Rule 506(c) offering under the transition guidance in Securities Act Release No. 9415 (July 10, 2013).  In such circumstances, is the issuer required to take “reasonable steps to verify” the accredited investor status of investors who purchased securities in the offering before the issuer conducted the offering in reliance on Rule 506(c)?

Answer: No.  For an offering that commenced before September 23, 2013 and that, pursuant to the Commission’s transition guidance, the issuer continues in accordance with Rule 506(c) after that date, the issuer must take reasonable steps to verify the accredited investor status of only investors who purchase securities in the offering after the issuer begins to make offers and sales in reliance on Rule 506(c).  The issuer must amend any previously-filed Form D to indicate its reliance on the Rule 506(c) exemption for its offering.  See Securities Act Rules C&DI 260.05.

Question 260.34: An issuer commenced a Rule 506 offering before September 23, 2013 and made sales either before or after that date in reliance on the exemption that, as a result of Securities Act Release No. 9415 (July 10, 2013), became Rule 506(b).  The issuer now wishes to continue the offering in reliance on Rule 506(c).  Can the issuer rely on the transition guidance in Securities Act Release No. 9415 that permits switching from Rule 506(b) to Rule 506(c) if it already sold securities to non-accredited investors before relying on the Rule 506(c) exemption?

Answer: Yes, as long as all sales of securities in the offering after the issuer begins to offer and sell in reliance on Rule 506(c) are limited to accredited investors and the issuer takes reasonable steps to verify the accredited investor status of those purchasers.

While these C&DIs are important for issuers caught mid-stream when Title II Crowdfunding came into effect, the more general message is that the SEC continues to be quite lenient toward Crowdfunding. On both of these questions the decision could have gone the other way, but the SEC chose to make life easier.

Questions? Let me know.

Beware Of Fraud In The Crowdfunding Market

On By crowdfundattnyIn Crowdfunding, Crowdfunding Fraud, Crowdfunding Portals, Entrepreneurs, Investing, Investor, JOBS ActLeave a comment

John Mattera offered a great deal to his investors. Through special-purpose investment vehicles, investors could buy shares in well-known companies like Facebook and Groupon, which were then privately-owned. When the companies went public, investors would reap millions.

Mattera raised more than $13 million from more than 140 investors, some of whom invested their life savings.

The only problem was that Mattera didn’t use the money to buy shares in Facebook or Groupon. Instead, he used the money for the normal trappings of ill-gotten wealth, including a waterfront home in Fort Lauderdale, two Rolls-Royces, and a Lamborghini, according to the government.

Mattera was caught and sentenced to 11 years in prison. But his investors aren’t getting their money back.

Bernie Madoff, John Mattera. . . .there is no shortage of people trying to steal your money through investment scams. Why are thieves attracted to the securities industry? As “Slick Willie” Sutton said when asked why he robbed banks, “Because that’s where the money is.”

It doesn’t matter if you’re smart, sophisticated, and have seen it all. Mattera’s investors thought they had seen it all, too.

Be careful out there.

Questions? Let me know.

Proposed Title III Crowdfunding Regulations: Better Late than Never

On By crowdfundattnyIn Crowdfunding, Crowdfunding Portals, Entrepreneurs, Investing, Investor, JOBS Act, Securities Exchange Commission, Securities Laws, Title III CrowdfundingLeave a comment

On October 23, 2013 the SEC proposed regulations to implement Title III Crowdfunding.

There are two extremely important things about the proposed regulations:

  • That they were issued. After a 90 day public comment period, it seems likely that Title III Crowdfunding will finally come into effect in the first quarter of 2014.
  • That they run to almost 600 pages. Given the complexity, there is some question whether, in the end, a company trying to raise money will find Title III Crowdfunding worthwhile.

Recall that the JOBS Act provides for two kinds of Crowdfunding:

  • Title II Crowdfunding allows companies to raise an unlimited amount of money from an unlimited number of accredited investors using general soliciting and advertising. That kind of Crowdfunding came into effect on September 23, 2013 and is now in full swing.
  • Title III Crowdfunding is a different animal. It allows companies to:
    • Raise up to $1 million per year;
    • On an SEC-registered internet portal;
    • From a unlimited number of investors who do not have to be accredited;
    • But with strict limits on the amount each investor can invest.

For a detailed outline of the Title III statute itself, click here.

Despite their length, the proposed regulations do not add much to the statute. There are just a few points worth noting for a company looking to raise money:

  • The company can use only one portal at a time.
  • The company must file information via EDGAR, the SEC’s electronic database.
  • The $1 million-per-year limit applies only to money raised in Title III offerings. Thus, a company could raise $3 million in a traditional private placement (or a Title II offering) while still raising $1 million in a Title III offering.
  • Investors can change their minds up to 48 hours before the investment deadline, in all circumstances, and must also be given the right to terminate in the event of a material change in the investment opportunity.
  • The company must disclose not only its own prior offerings, but the prior offerings in which its directors and other principals were involved.
  • The SEC has created a new Form C to report Title III offerings.
  • The company may advertise, but only to direct potential investors to the portal’s website. The company may not use general solicitation and advertising, as it can in a Title II offering.
  • “Bad actors” are excluded from Title III Crowdfunding, as they are from Title II Crowdfunding.

The proposed regulations are even more important for portals, or would-be portals. The portal is designated as the virtual policeman for ensuring compliance with the law. For example, the proposed regulations provide that the portal must have a reasonable basis for believing that company is complying with the law, and must deny access to the issuer under certain circumstances. In effect, the portal is required to act as an arm of the SEC itself.

Just as a company trying to raise money might decide that Title III is too onerous, an entrepreneur thinking about forming a Title III portal might decide that the fruit are a little too high and a little too green.

Questions? Let me know.

SEC Proposes For Title III Crowdfunding

On By crowdfundattnyIn Entrepreneurs, Investing, Investor, JOBS Act, SEC, Securities Exchange Commission, Securities Laws, Title III CrowdfundingLeave a comment

Today, at long last, the SEC issued proposed regulations implementing Title III Crowdfunding, which will allow companies to raise up to $1 million per year in small increments from non-accredited investors.

With commentary, the proposed regulations run to almost 600 pages. We’ll be posting a summary soon.

Title II Crowdfunding has been live since September 23, 2013. The era of Crowdfunding is now.

Stay tuned for more updates…

Questions? Let me know.

A Legal Structure for Crowdfunding

On By crowdfundattnyIn Crowdfunding, Crowdfunding Portals, Entrepreneurs, Financings, Investing, JOBS Act, SEC, Securities Exchange CommissionLeave a comment

It’s official:  Crowdfunding is now in effect and thousands of companies are about to start raising money under the new SEC regulations. If each company offers different deal terms for investors, it’s going to be that much more difficult for investors to make apples-to-apples investment decisions.

Meanwhile, some in the investment community are still concerned that a company raising money through Crowdfunding will be hobbled in raising more money afterward, e.g., from angel groups or venture capital funds.

The sooner the market adopts a standard investment structure, the better for all.

Here is a legal structure that would standardize the Crowdfunding market, satisfy SEC regulations, and ensure that the Crowdfunding round of financing does not preclude later rounds:

  • New Entity:  Form a new entity for the Crowdfunding investors. We’ll call this entity InvestCo, and we’ll call the operating company itself MyCo. InvestCo will be one owner of MyCo, no matter how many investors buy stock in InvestCo.
  • Structure of InvestCo:  InvestCo will be either a limited liability company or a C corporation, based on tax and state-law considerations. InvestCo will be controlled by the same individuals who control MyCo.
  • Percentage Ownership:  Each investor will own a pro rata share of InvestCo based on his or her investment. InvestCo, in turn, will own a percentage of MyCo stipulated by MyCo in the offering materials, based on the amount of money raised and the value of MyCo. Here is a post with suggestions on establishing this ownership percentage.
  • Voting Rights of Investors:  Investors will not be entitled to vote in InvestCo, and InvestCo will not be entitled to vote in MyCo. That is, the investors in a Crowdfunded offering will have no voting rights, except the right to appoint one member to the Board of Directors of MyCo.
  • Preference on Sale or Liquidation:  If MyCo is sold or liquidated, InvestCo will be entitled to receive a return of its investment before any distributions are made to the other owners of MyCo as they exist today. If MyCo raises more money in the future, the rights of InvestCo could be subordinated to the rights of the new investors.
  • Dividend Right:  InvestCo’s stock in MyCo will bear a dividend rate of 5%.
  • Tag-Along Rights: If the founder of MyCo sells some of his or her stock, InvestCo will have the right to participate in the sale.
  • Anti-Dilution Rights:  InvestCo will be entitled to “weighted average” anti-dilution protection.
  • Right to Information:  Investors will have the right to basic information from MyCo, such as annual financial statements. Of course, state law may give them (and any other owners) the right to additional information.

This structure should be acceptable to all of the constituents of the Crowdfunding market:  the entrepreneurs who started MyCo; the broad investing public that will make Crowdfunding a success; the angel groups that help so many startups succeed and currently anchor the early-stage market; and the venture capital funds that provide additional funds for companies that need and deserve them.

Questions? Let me know.