Title III Crowdfunding is Finally Legal –
Now What?
Speaker, writer & influencer on topics relating to
market structure, New Issues, FinTech, P2P &
crowdfinance
Delivered on June 24, 2016, Royse University
Webinar
By Dara Albright
daraalbright.com | www.linkedin.com/in/daraalbright/ | Twitter: @tothestoics

Crowdfunding is NOT begging – It is CrowdFINANCING
daraalbright.com | www.linkedin.com/in/daraalbright/ | Twitter: @tothestoics

daraalbright.com | www.linkedin.com/in/daraalbright/ | Twitter: @tothestoics
Crowdfinance is just like regular finance with one fundamental
exception…
Instead of capital coming from big institutions or Government
entities, it is being raised by pooling small amounts of monies
from a large crowd of individuals.

Equity Crowdfunding is the Rebalancing of Capital
In its simplistic explanation, equity crowdfunding is nothing more than the rebalancing of capital from
America’s corporate conglomerates and financial institutions to its entrepreneurs and small retail investors
daraalbright.com | www.linkedin.com/in/daraalbright/ | Twitter: @tothestoics

Rewards-based
Crowdfunding
• “Pre-product Sale” - Does
not operate under
securities laws
• Anyone can crowdfund
• No offering or investing
thresholds
• No filing requirements or
filing fees
• Great for:
• Test Marketing
• Brand Building
• Attracting Customers
• Gauging consumer
demand
ICOs
“Intrastate Crowdfinanced
Offerings”
•Rule 147 (Section 3(a)11 of the
Securities Act of 1933)
•Most states require a notice
filing*
•Very limited reporting
requirements*
•Offering thresholds range from
$1M to $5M in a 12 month
period*
•Unaccredited investors can
participate in the offering as
long as they are based in the
same State as the issuer
•Shareholders count towards
Section 12(g) Registration
Threshold
•*Varies by State. As of this
writing 33 states have enacted
intrastate crowdfund legislation
including:
PPOs
“Private Public Offerings”
506c
• Reg D 506 (c) Exemption
• Form D
• No annual reporting
requirements
• No mandatory audited
financials
• No offering limits
• Unfettered general
solicitation
• Investors must be verified
accredited
• Shareholders count towards
Section 12(g) Registration
Threshold
• Intermediary is not required
but if one is used it must be
registered
RACOs
Reg A+ Crowdfinanced
Offerings (Title IV)
•Reg A
•Audited financials for Tier II
(certain States might require
audited financials for Tier I)
•Annual public reporting for Tier
II, no ongoing public reporting
for Tier I
•Tier I: Offering amount is
capped at $20M, Tier II:
Offering amount is capped at
$50M
•Tier I is subject to State Review
•Solicitation Allowed
•Testing The Waters Allowed
•Anyone can invest. Tier II
unaccredited investors are
capped based on income levels
•Shareholders count towards
Section 12(g) Registration
Threshold
•Intermediary is not required
but if one is used it must be
registered
Reg CF
Title III Crowdfunding
• 4(a)(6) Exemption
• Form C, Form C-U, Form C-
AR
• Annual reporting, Audited
financials for offering
exceeding $500K
• Can’t raise more than $1M
in a 12 month period
• Limited solicitation (ie:
tombstone ads directing
investors to portals as
opposed to offering)
• Anyone can invest
(investment amounts are
capped at certain
thresholds based on income
levels and net worth)
• Shareholders do NOT count
towards Section 12(g)
Registration Threshold
• Must use registered
intermediary
• Keep in mind that Reg CF
may change if HR 4855 (“Fix
Crowdfunding Act”) is
signed into law
Which Crowdfunding Structure is Right for Your Startup?
AL, AK, AZ, CO, DC, FL, GA, ID, IL, IN,
IA, KS, KY, ME, MD, MA, MI, MN,
MS, MT, NE, NJ, NM, OR, SC, TN, TX,
VT, VA, WA, WV, WI, WY
NOT INVESTING!
No impact on cap table
Great for local retailers
or restaurants
Great for a B2B play Ideal for more
established businesses
with large customer base

daraalbright.com | www.linkedin.com/in/daraalbright/ | Twitter: @tothestoics

Resources
Available for download at https://daraalbright.com/2014/12/18/the-equitysphere/
daraalbright.com | www.linkedin.com/in/daraalbright/ | Twitter: @tothestoics