In 2012, congress passed the Jumpstart our Business Startups Act, better known as the JOBS Act. The JOBS Act is intended to help encourage investment in small businesses by easing and modifying existing securities regulations. The JOBS Act is best known for Title II (Reg D 506c), Title III (Regulation Crowdfunding) and Title IV (Regulation A+) which removes certain general solicitation requirements and allows for a more open investment opportunities to all indivduals. The various titles of the JOBS Act are more fully described below.
Title IV of the JOBS Act
Title IV of the JOBS Act
Title IV of the JOBS Act, allowed the SEC to modify previously little used Regulation A. The SEC changed Regulation A to have two tiers. Tier I allows companies to raise up to $20 million from accredited or unaccredited investors but such companies must register in each state for which the company sells securities in. Tier II, which is better known as Reg A+ or a mini-IPO, allows a raise up to $75 million from accredited and unaccredited investors and exempts companies from state blue sky laws (i.e. you need not file in every state you raise money in). Under Tier II, audited financial statements are required whereas with Tier I, they are not. Reg A+ fundamentally changed the way companies raised money for the past 80 years and unlocks the potential of the whole U.S. investing population rather than just the top few percent. It also allows a private company to act and trade like a public company while not have the full Burdon of a public company. Alternatively, Reg A+ can be used to register shares and trade on a national exchange (NASDAQ/NYSE); allowing the unaccreted investor to take part in an IPO process.
Title III of the JOBS Act
Title III of the JOBS Act
Title III of the JOBS Act created Regulation Crowdfunding ("Reg CF"). This fundamentally changed the way startups, local business, and emerging companies can raise money. Reg CF helps businesses in need of up to $5.0 million of capital, to access the public for funding by selling equity, debt, or any other kind of security in their business. One of the main features of Reg CF is the ability to access capital through accredited or unaccredited investors and to do so with minimal cost and regulation (less than Reg A+).
Reg CF has other benefits as well. It will allow businesses to get immediate market feedback from the crowd, which means companies will fail or succeed faster than ever before; and unlike rewards based crowdfunding, it gives customers incentive to buy and promote products/services.
Title II of the JOBS Act
The removal of general soliciation restrictions
Title II of the JOBS Act
The removal of general soliciation restrictions
The effect of Title II of the JOBS Act was primarily the removal of general solicitation restrictions. Prior to this, if you wanted to raise money, you would have to do it through accredited investors (approximately 3-7% of the population depending on what statistics you look at) and you could only raise money from people you know. This is why many companies historically used investment bankers. You could not advertise an offering, email unknown people, etc. 506(c) offerings allow you to crowdfund through general solicitation from accredited investors. Unaccredited investors are still not allowed.