A term created by the JOBS Act used to describe websites allowed to offer and sell securities under Regulation Crowdfunding. Rise Up Crowdfunding is a funding portal and we are registered with FINRA and the SEC.
A funding portal or broker-dealer that is registered with the SEC and FINRA and authorized to facilitate equity crowdfunding transactions through Regulation Crowdfunding.
A company that raises money by creating and selling securities to investors.
Reg CF or Title III Section (4) (a) (6)
An abbreviated reference to Regulation Crowdfunding of the JOBS Act that gives companies the option of raising capital from the public through equity crowdfunding.
The sale of investment securities by businesses that do not wish to become registered public companies with the SEC is referred to as a private offering or a private placement. Private offerings must adhere to certain state and federal securities laws and the rules of any one of several SEC registration exemptions.
The practice of advertising to potential investors outside of one’s current network with the intent of capital raising. This practice is now allowed by the SEC for private issuers under particular registration exemptions enabled in the JOBS Act (Title II 506c, Title IV Reg A, and Title III Reg CF).
Testing The Waters
Communicating with potential investors to gauge interest before raising money in a securities offering.
Security is a fungible, negotiable financial instrument that represents some type of financial value usually in the form of a stock, a promissory note, a bond, or another instrument offered by an issuer on Rise Up Crowdfunding.
Generally, an investor with a net worth of $1 million or more (excluding primary residence) or who has earned $200,000 or more for the last two years with a reasonable expectation for that income level to continue. Other criteria include asset size, governance status, or professional experience as defined by the SEC.
A Central Index Key (CIK) number is issued by the SEC to companies or individuals that file forms with the SEC. The number is used to track the filings in electronic databases such as the SEC’s online system EDGAR. For a Reg CF offering, an issuer has a CIK number.
If the offering terms include the conversion of a current investment into future equity (for example with convertible debt or a Simple Agreement for Future Equity, commonly referred to as a SAFE), the issuer may include a discount to further reward early investors. If the investment converts to equity, the investor’s shares would be based on the company valuation discounted by the promised amount.
Under Regulation Crowdfunding, non-accredited investors are limited in the amount they may invest.
If either your annual income or your net worth is less than $124,000, then during any 12-month period, you can invest up to the greater of either $2,500 or 5% of the lesser of your annual income or net worth.
If both your annual income and your net worth are equal to or more than $124,000, then during any 12-month period, you can invest up to 10% of your annual income or net worth, whichever is lesser, but not to exceed $124,000.
In addition to these Investor limits set by the SEC, each Reg CF campaign may have investment minimums set by the issuer raising capital.
A change to the company or offering terms that would be considered important by a potential Investor. Some examples include a change in company strategy, key contracts, leadership roles, offering closing date, and investment terms among many others.
Something given to investors in addition to the securities being sold in exchange for their funds while using equity crowdfunding, such as the first run of an actual product, a discount on goods or services, or a shirt, sticker, or small object related to the project or company being funded, or even just a “thank you” acknowledgment.
Return on investment. The payback earned from investing in something. Examples include a financial return through stocks such as a dividend payment, or the ability to sell the stock later for a greater amount than what was paid for the stock.
An event is defined in certain offering terms where promised future equity converts to shares of the company. Good examples of trigger events include a company going public through an IPO, being acquired by another company, or merging with another company. Trigger events may also include additional funding rounds as specified in the offering terms.
The valuation of a company is basically the amount that company leaders believe the company is worth at that moment in time. To reward investors who take the risk of making an investment at an early stage, some companies offer a valuation cap for a specific offered investment. This sets the maximum company valuation at which your investment will be converted into equity if and when a trigger event occurs. Even if the value of the company grows beyond that cap, your investment is converted at the valuation identified as the cap. The intent is to make your investment more valuable.
If a securities offering reaches the maximum offering amount and is less than the maximum the law allows ($5 million/12-month period) and other investors still want in, the issuer may choose to accept the additional investments as oversubscriptions. On Form C, each issuer you must indicate if they will accept oversubscriptions and, if so, how those investments will be allocated.
A marketplace that enables individuals to buy and sell securities from other investors