6. 10 Requirements JOBS Act
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Registration & Incorporation in US
Names – Directors, Officers, >20% SH
Business Description & BUSINESS PLAN
Prior years Tax Returns
Financial Statements
Use of Proceeds
Offering Details & Progress Updates
Share price & methodology (VALUATION)
Ownership & capital
Capital (existing, offering & differences)
7. Rules – FORM C Disclosure
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Registration & Incorporation in US
Names – Directors, Officers, >20% SH
Business Description ONLY
Prior years Tax Returns
Financial Statements ONGOING & ANNUAL
REPORTS
Use of Proceeds
Offering Details & Progress Updates
Share price & methodology (VALUATION)
Ownership & capital
Capital (existing, offering & differences)
8. GAAP Financial Statements
< $100K – CEO
$100K to < $500K Review
$500K = AUDIT by non-PCAOB but licensed
Certified Professional Accountant (CPA) Firm
Not the same CPA as preparations!
9. $
Devil in the Details
$XM Valuation/ $X per share price/ Total $XK
Spend:
$XK Now
$XK Next
$XK Then
MAKE
$XK
$XK
$XK
SELL
$YK
$YK
$YK
OPERATE
$ZK
$ZK
$ZK
14. What they do.
•
•
Genetic Art
– Ts
– Portraits
Channels
– Obsessed pet owner
– Animal organizations
• Convert Steel shipping containers into
medical clinics
• Cooling/Heating installed
• Most of medical equipment
needs/electric and sink
• Durable
• Quickly Installed
Microventures, CircleupSoMoLend is debtAngel List – accredited investors
Registration & Incorporation in the U.S.Name, legal status, address, website, etc.2. Names of directors, officers, and 20%stockholders3. A description of the business and theanticipated business plan of the issuer4. Prior year tax returns5. Financial statements6. Description of intended use of raisedcapital & proceeds7. Target offering amount, deadline, andregular progress updates through the lifeof the offering8. Share price and methodology fordetermining the price9. Description of the ownership and capitalstructure of the issuer, including a lot ofdetail about the terms of the securitiesbeing sold10. Terms of any other outstanding securitiesof the company, including a summary
Microventures, CircleupSoMoLend is debtAngel List – accredited investors
When it comes to reward-based crowdfunding, while these don’t establish an equity price which can be considered a direct comparable, they serve a very important role in market validation of the execution and scalability of the business model. Price points, customer traction, sales funnel, order fulfillment, and other critical information can be gleaned from a rewards-based campaign and incorporated in the next iteration of the product, or serve as validation of key business model assumptions.Since many valuations of pre-revenue startups rely on key performance indicators (KPI) and not on financial fundamentals, KPI validation is critical in building investor confidence and can indirectly impact valuations and funding(ESOP) where stock options are issued to early employees and investors with very low exercise prices, which are set to equal the price of common stock at the time the options are issued. The equity prices flowing through crowdfunding platforms will create a new set of early stage valuation comparables, data that have largely been missing from the public eye before. This can potentially have huge implications on the pricing of ESOP plans, particularly in the early stages.Read more at http://venturebeat.com/2013/10/08/crowdfunding-101-dont-forget-to-protect-your-idea/#SYYEMlRC8xvTg4s5.99Read more at http://venturebeat.com/2013/10/08/crowdfunding-101-dont-forget-to-protect-your-idea/#SYYEMlRC8xvTg4s5.99When it comes to reward-based crowdfunding, while these don’t establish an equity price which can be considered a direct comparable, they serve a very important role in market validation of the execution and scalability of the business model. Price points, customer traction, sales funnel, order fulfillment, and other critical information can be gleaned from a rewards-based campaign and incorporated in the next iteration of the product, or serve as validation of key business model assumptions.Since many valuations of pre-revenue startups rely on key performance indicators (KPI) and not on financial fundamentals, KPI validation is critical in building investor confidence and can indirectly impact valuations and funding.Read more at http://venturebeat.com/2013/10/08/crowdfunding-101-dont-forget-to-protect-your-idea/#SYYEMlRC8xvTg4s5.99
Not all the requirements but not to be done over night.
+DNA Zoo Tees. Funding used to fulfill orders and “ramp up production” – Weak request – no emotional+No Social Media engagement+No pre-work – GO!G3Researched Platform:Social Capital Planning and preparation beforehand. Spending a lot of time at the beginning of the campaign and throughout it making individual/personal connections with people Having a strong presence on social media – FB Campaign for 500 likes BEFORE started campaign Educated followers on Indiegogo BEFORE campaign friends/networks to post to their social media pages PitchVideo – Team members were featured – know who you’re supportingSocial capitalHeavy on Facebook and TwitterNetworkshoutout & support $5000 corporate donation within the first weekintroductions to local reporters in order to get the word out through the news and print materials Promotedhastags, Links BEFOREEDUCATED followers on what crowdfunding/Indiegogo was beforeRequested ideas/suggestions on rewardsCampaign updates 1/weekIndiegogoRespond to Indiegogo comments, FB, TwitterPhotosSet weekly goals to encourage more supportRewards$25 – SM Thank you!, Mother’s Day Shout Out$50 – Access to photo journey$100 Handmade keychain from Kenya$250 Personal thank you from someone benefiting from clinic$500 Printed photo book$1,000 Plaque in clinic & dinner with team$5,000 – Co logo printed in clinicSeasonal PromotionMake Donation for Mother’s Day – Social Media Shout OutsFeatured on Indiegogo’s Blog 2 days Mother’s DaySurpassed goal of $17,650 and ended with $20,175Mother’s Day campaign allowed them to make an emotional connection with audienceEnjoy your day tomorrow and now that there are Kenyan women who will have hope because of this clinic.make your mom feel special while at the same time working to ensure that another mother in Kenya can have a safe Mother's Day.Increased social media presence and connections; donors, media contacts, networkProvided opportunity for donations beyond campaign – reason to follow – supported campaign and emotional connections
Ask Audience what IP for each Case.Maria’s restaurant example - Have the name, working on the signage and everything, do not use yet but want to save money and wait to file until in use (means offered for sale) BUT someone else files – they win – explain Common Law TM but you do not have because not offered (explain Breanna’s pool concept – know your rights). Trade secrets need to be protected – process or recipes – have employees sign off and mention trade secrets specifically – also trade secret is different every state but need to take reasonable steps to protect something of value.Inventor – Phillip with Smart Focus, the need to document in proper inventors’ notebook and file patents but WAIT you infringed on a TM, any funding presentation, competition (crowdfunding will end up with a huge issue because Enabling Public Disclosure – all 3 are needed. Make sure all inventors’ listed – remember that if listed do NOT have to consult with you. Example from PGCC where the first guy said he did not have IP protection and was there seeking help and the second guy left an important piece at home.Website – copyright every 3 months for blog, careful re copyright taking others’ photos – just because no C does not mean that not still copyright issue. Also if you have videos done, make sure you have the copyright.Software created by outsiders – if they violate copyright and put into your code, can be a problem if not shown (open source read the T&Cs regardless). Need to have all IP assigned. Have business attorney check documents.DO NOT FORGET ABOUT managing IP – need to look for dates, renewals, maintenance fees etc.