A report card for the SEC’s new equity crowdfunding rules

This month, the Securities Exchange Commission approved major updates to rules enacted via the 2012 JOBS Act. Their stated goal was to “harmonize” the guidelines that establish exemptions for equity crowdfunding, Reg D and Reg A+ offerings. These changes are a powerful step forward for both startups and investors alike.

This is a space I’ve watched closely since we launched Indiegogo in 2008 and Vincent earlier this year. I spent four years working with the Obama administration, the SEC and FINRA to help pass the JOBS Act in 2012. After that, it took another four years of rule refining with the SEC and FINRA before finally seeing equity crowdfunding go live in May 2016. At Indiegogo, we worked with several great partners, helping fund nearly 150 businesses via equity crowdfunding in just a couple of years.

For those who worked behind the scenes, we knew that the initial 2016 rules for equity crowdfunding were baby steps. We were balancing unknown risks with legacy rules, aiming toward broader democratization for both investors and entrepreneurs. Now, crowdfunding’s day has come, and I commend all involved including the regulators, politicians, startups and investors who all worked together to push the ecosystem forward to the next step.

That said, even today equity crowdfunding isn’t perfect. There are limits to how much you can raise, how you can communicate and how much documentation you need to provide. In reality, it’s not much different than raising from a pre-seed or seed investor, or far removed from a traditional product crowdfund. In short, it works.

The SEC made some important changes to the rules, and it’s valuable to explore them one by one. Rather than look at them on a macro scale, here are some of the bullet points that are important to entrepreneurs.

• Regulation Crowdfunding (Reg CF) is the basic equity crowdfunding raise for companies. Now, companies can raise up to $5 million from investors, up from the current $1.07 million cap. Any investor can participate.
• Regulation D, Rule 504 (Reg D) is another type of equity crowdfunding, but exclusively for accredited investors. With the new rules, its maximum funding cap raises to $10 million from $5 million.
• Regulation A+, Tier II (Reg A+), which is for more established companies, can now raise $75 million via equity crowdfunding, up from the current $50 million. This is a huge move, enabling established companies to gain millions of dry powder. Any investor can participate.
• Thanks to a “test the waters” provision, companies can build Indiegogo-like crowdfunding pages that allow companies to share information with investors prior to fundraising. This is new for Reg CF, but was previously allowed for Reg A+.
• Demo day communications, in general, will no longer be considered general solicitation.
• Reg CF and A+ offerings can use special purpose vehicles (SPVs) to consolidate their investor base into a single line item on a cap table.
• Reg CF fundraisers can be done every 30 days, down from every 180 days.

Now for a report card. In hopes of clarifying these changes a bit, I looked at each specific point and gave it a letter grade depending on how important it will be to up-and-coming entrepreneurs. While many of the rules got an A or better, some are still lagging and, as we move into a new administration and new year, the difference between crowdfunding success and failure could be spelled out in these simple changes.

1. Regulation Crowdfunding (Reg CF) limit increase

This change is significant. One of the main complaints we heard from entrepreneurs exploring Reg CF were the actual costs associated with the raise. Between financial, legal and platform fees, companies could be looking at setup costs of $100,000 or more. Combined with time, effort and additional marketing expenses, it adds up to a lot of money just to be capped at $1 million. When compared to finding a few angel investors, the costs often don’t justify the effort. But at a $5 million cap, the cost-of-capital economics drastically improve. Also $5 million is real money, not something a few angels can match.

2. Regulation A+ Tier II limit increase

In this case, it’s nice that the cap has gone up, but this isn’t a game-changer. Rarely do Reg A+ offerings even hit the $50 million cap, and those considering Reg+ rarely cite the cap as a key deciding factor. It’s always nice to see the number go up, but this doesn’t change much.