The Regulation Crowdfunding marketplace is in crisis. I take no joy in observing this. I don’t want it to be true. Pretending it isn’t, however, won’t change the fact.
This is not a blip. Over the past two years, Reg CF offerings and funding have dropped about 50%. There is virtually no economic measure by which a 50% drop in a desirable statistic would not be characterized as a crisis.
The Reg CF marketplace is worth saving. It enables businesses to raise money when other channels are blocked. It enables investors who have never had the opportunity to invest in startups to do so with wise (small) amounts of capital, having the potential to enhance retirement without putting it substantially at risk.
I love this marketplace. It is inherently a place where impact investing and social entrepreneurship can flourish. Impact can be a bit subjective, but about half of the offerings in the marketplace could be described as impact investments–without looking at the positive impact of job formation on the local economy.
Keep reading to learn what I recommend we do and how you can help.
Three Proposals
Here are my three proposals; the first two are consensus recommendations, but the third is controversial:
1) Raising the limit to $20 million (I don’t really care about this as a matter of policy, but nothing would energize the marketplace more than this.
2) Raising the threshold for a financial review from $124,000 to $500,000 and further allowing for the self-certification of financial statements clearly labeled as cash or accrual without requiring the issuer to certify that the financials are fully GAAP-compliant.
3) Change the Form C-AR fundamentally to disclose where and how investors get the annual report but don’t require issuers to put their financials on EDGAR (reporting the financials there could be allowed in full satisfaction of the requirement to share them with investors, at the option of the issuer). A caveat is that issuers with a shareholder (not investor) count in excess of 10,000 should be required to post their full financials online as is currently required. (It is hard to argue that sharing your financial statements with 10,000 people materially differs from sharing them publicly).
There are a dozen other changes that we could argue for, but these are the biggies in my mind.
Please allow me to elaborate on annual reporting.
I love data. My first recollection of searching public company data goes back about 40 years to my college days. I love analyzing the numbers and learning from them.
So, in a way, I hate my third recommendation and come to it reluctantly. For over a year now, the Crowdfunding Professional Association, where I serve currently as Vice Chair and Treasurer, has been looking at annual reporting compliance (which is somewhere between low and abysmal), trying to correct the problem. For the first year of that effort, we generally operated with the assumption that issuers wanted to comply but forgot, couldn’t afford or were otherwise unable to file.
Kingscrowd partnered with Professor Greg Burke at Loyola University of Chicago to do research on compliance. I’ve run my own analysis. I’ve spoken to a wide variety of people. Slowly but surely, what has become clear to me is that issuers are choosing not to file, even when they know it is required and have the wherewithal to comply. Therefore, I conclude that other good issuers are choosing not to raise via Reg CF simply to avoid the requirement to publish their financials for years after a successful offering.
A Call to Action:
Please write an email of support to the SEC explaining which (I hope all) of these positions you support and why. Perhaps the best way to express that support is by submitting a comment on Sherwood “Woodie” Neiss’s proposal (effectively echoing the CfPA’s efforts) to raise the Reg CF limit to $20 million. Send your message to rule-comments@sec.gov with the subject “File No. 4-914 — Support for Reg CF Modernization”
A short message with your own thoughts in your own words will be more impactful than using a form letter. That said, if you would like help drafting an email, let me know. I’m happy to help.
You can read my last letter to the SEC on this topic here.
The Reg CF marketplace is in crisis. As volumes decline, the ability to make money in the market as a portal or service provider is diminished. The crisis could trigger a meltdown if we don’t act quickly and decisively.
One other thing you can do is join me in investing in the best Reg CF offerings.
Together we can make a difference. We can turn a crisis into a catalyst and make this marketplace work for impact, for underrepresented founders and for communities.
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Nov 18, 9 AM PT — SuperCrowdHour: The Next Chapter: Accelerating Success After the Raise, with Devin Thorpe. Learn how to keep investors informed after a raise by sharing progress, challenges, milestones and impact — and how to turn early supporters into long-term advocates. Free.
Nov 19, 8 PM ET / 5 PM PT — Superpowers for Good Live Pitch: watch Reg CF founders pitch live to active investors, then meet them in the networking room before, during and after the show. Free for viewers and investors. Register free →
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