Identifying potential investors is one of the most difficult challenges facing early-stage companies. The range of amounts sought at this stage is typically greater than what could be provided by the founders and friends and family, but below what would attract a VC or a registered broker-dealer. The problem is even more acute in geographic
Raising Capital
It’s (Mostly) Good to be the Serial Entrepreneur
Two startups with competing, equally compelling technologies at the same stage of development are pitching venture capital investors for Series A funding. One startup is led by a serial entrepreneur founder, the other by a novice. Assume each will get funded. In all likelihood, the deal will happen quicker and the amount funded and pre-money…
Venture Capital Set Records in 2021, Faces Headwinds in ’22
2021 was a spectacular year for the American venture capital ecosystem, with VC investments, fundraising and exits all setting new highs. That according to the latest PitchBook-NVCA Venture Monitor, the self-described definitive review of the U.S. venture capital ecosystem. Nevertheless, it is difficult to predict how 2022 will turn out for the VC industry,…
Issuers May “Test-the-Waters” Before Choosing a Securities Exemption
Perhaps the most vexing threshold issue faced by any company considering a capital raise is which securities exemption to pursue. The chosen exemption largely depends on the targeted amount of the raise, as well as the manner in which potential investors will be solicited and the type of disclosure to be provided. But this presents…
Relief for Pre-Verified Accredited Investors May Encourage Rule 506(c) Offerings
For the second time in nine days, I recently drove ten hours round-trip to drop my son off at school for spring semester. The first time around, he ended up returning home with me the next day for unexpected oral surgery to remove his wisdom teeth after completing his mandatory one-day COVID quarantine at school. …
Why Private Capital and Crowdfunding Markets Should be Nervous about President Biden’s Regulatory Freeze
A freeze on government regulation is generally perceived by most people as being a positive development for private enterprise. Not necessarily so, however, when the regulation being frozen is itself a reform of preexisting regulatory burdens.
Among the many Presidential Actions taken by President Biden on his first day in office was one entitled Regulatory…
Strict Traffic Rules for New Crowdfunding Vehicles – Part Three of Exempt Offering Amendments Deeper Dive
You just raised $1 million in your crowdfunding offering under Title III/Regulation CF. That’s the good news. The bad news? You now have over a thousand shareholders on your cap table, making it unwieldy, an administrative nightmare and likely to impede future funding. It means a huge challenge seeking consents for such things as director…
SEC Proposes Much Needed Finder Exemption, and Paul Anka Must Be Singing
Finders play a vital role in introducing startups to potential investors. Yet the general requirement that persons soliciting investors must register with the Securities and Exchange Commission as broker-dealers and be subject to the SEC’s broker-dealer regulatory regime has been a source of much uncertainty for finders and companies alike and has posed a serious…
Private Market Investing Not Just for the Wealthy Anymore?
The Securities and Exchange Commission expanded the definition of “accredited investor” by adding new categories of investors that have sufficient investment knowledge and expertise to participate in private investment opportunities. The amendments mark a shift away from wealth as the sole focus of eligibility. The new rule is effective 60 days after publication in the…
The Upshot of Down Rounds
The impact of the Coronavirus and COVID-19 on venture capital investment will likely be similar to what we saw in the aftermath of the 2008 recession and the 2001 dot-com meltdown. VC investors will redirect their attention away from sourcing new deals and toward managing their existing portfolios, trying to determine which should survive and…