Security Campaign Builder - 14 - Campaign Details - About
Campaign Details – The Campaign Details section of the campaign builder walks you through building the page that will be displayed to potential backers/investors.
About – Contains most of the narrative and graphical elements describing the campaign to potential backers/investors
Quotation – Having a quotation lends a quick personal note to the campaign and connects a sentiment to someone real that potential backers/investors can relate to. The quotation should be something clearly relevant to the pitch your campaign is making.
Quotation Author - If the quote you decide to use is from a Umergence user, you can cite them in the details and their profile will be linked to the quote when displayed on the campaign page. You can also invite the person you’re quoting to join the Umergence community.
If the quotation is citing a source outside of Umergence, you can select this option and provide additional information about who the quotation was sourced from, and upload a thumbnail image to be displayed in the place of a user profile image.
Investor Perks – This section is optional, but if you would like to offer additional perks or rewards to investors who, for example, contribute over a certain amount to a campaign, or who invest soon after the campaign is posted live, you can add the perks in this section. You can utilize graphics if desired in this section and can expand the input box to make editing easier by clicking and dragging the triangle icon in the bottom right of the input box. Pay special attention to ways to incentivize and reward your first investors, because they will help create the momentum for the campaign that will carry it to others. Some examples of perks:
- Buy X shares/units and receive a discount on products and services
- Lower price or more favorable terms per share for investors based on tiers, for example – 1st tier is the investors who invest in the first day of the campaign, 2nd tier is the investors who invest in the first week of the campaign, 3rd tier is the investors who invest after the first week of the campaign
- Voting rights for investors who invest over a certain amount
Campaign Description In Details – This is the main description for the campaign and what many backers/investors will spend a lot of time reviewing. Pitch to the demographic that’s going to be the most interested in your business to focus your campaign. Build trust and connection with your supporters. Concentrate on what makes you and your team the right people to execute the plan, and what makes your business have the right structure to achieve the goals you’ve outlines. How will you deliver on your plan and how will you execute the milestones? Show the traction and milestones you’ve achieved so far – this will illustrate what you’ve done in the past and what progress has been made and its timeliness. Showing traction, whether it be user growth, sales and revenue, establishing partnerships with other companies or investment partners or advisors, or hitting any other milestones according to a plan will help your backers/investors evaluate the prospects of the investment. Visual aids will help make things clearer for people here. To many, the story and the why behind what you’re doing will be important, others will focus on the business prospects and how they will make a return on investment. Remember, you are selling your products and services, but you are also selling an investment, so it is important for those who contribute to understand the fundamentals of your business and any projections you make.
Make sure your attorney reviews the content of your campaign page, because in cases of investment campaigns, you are soliciting the sale of securities and there are regulatory best practices that should be followed. Avoid any kind of guarantee or promise of investment returns, and make sure your statements are fair and balanced and could not be considered misleading towards investors.
Things to pay attention to in the Campaign Description –
- Displaying credibility
- How large is your market and how fast is it growing
- Do you have users or profits yet (show their growth)
- What intellectual property do you have
- Be clear about why the path you’ve is the best way for you to raise capital
- What is unique about you and the way you run your business
- What product categories do you have
- Prove how you meet the needs of the target market you’ve identified (customer surveys, comments, trials, pilots etc)
- Who are your competitors
- Who is on your team and who has succeeded in other ventures you can reference
- How far along the path to success have you already come with the business (what progress can you show)
- Do you have large clients or strategic partnerships yet
- Do you have testimonials
- Have you gotten any industry awards or notable recognition
- Why is this such a great investment (this is more important your potential investors than focusing on why the campaign would be great for the business or for you)
Risks and Challenges – This will likely be a repetition of the risks you outlined in the Offering Statement section of the campaign builder. This section will be displayed on the campaign page itself, while the Offering Statement risks section will be saved in a document for regulatory purposes and investor review. The more you can disclose your Risks and Challenges to investors in as plain English as possible, the easier it will be for people to evaluate. There is no upside in leaving omissions. Investors and regulators highly value disclosure and transparency. Try to make this section meaningful and not just boilerplate disclosures.
Below is an example of some generic risk disclosures highlighting a few factors that could be relevant to a security offering by a private company:
(i) Speculative Investment - The purchase of private company stock is speculative and involves substantial risk. It is impossible to predict accurately the results to an investor from an investment in the Company, as its business is new and because of general market uncertainty. An investment in the Company should be considered a speculative investment. There is no guarantee that the Company will earn a profit either from the management and operation of the Company or from their sale. There is no assurance that an investor’s capital will be returned. Each investor is encouraged to individually evaluate the risks and benefits of the investment and to make an investment decision based on his or her own evaluation. Investors are advised and encouraged to obtain independent counsel regarding the legal, financial, and tax consequences of the investment before investing.
(ii) Not Subject to Sarbanes Oxley - The Company is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies. The Company may not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes Oxley Act of 2002. As a privately-held (non- public) Company, the Company is currently not subject to the Sarbanes Oxley Act of 2002, and it’s financial and disclosure controls and procedures reflect its status as a development stage, non-public company. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of the Company’s financial and disclosure controls and procedures. If it were necessary to implement such financial and disclosure controls and procedures, the cost to the Company of such compliance could be substantial and could have a material adverse effect on the Company’s results of operations
(iii) Startup Investment Risk - Investments in small businesses and start-up companies are often risky. The Company’s management may be inexperienced and investors will not be able to evaluate the Company’s operating history. Small businesses may also depend heavily upon a single customer, supplier, or employee whose departure would seriously damage the company’s profitability. The demand for the company’s product may be seasonal or be impacted by the overall economy, or the company could face other risks that are specific to its industry or type of business. The Company may also have a hard time competing against larger companies who can negotiate for better prices from suppliers, produce goods and services on a large scale more economically, or take advantage of bigger marketing budgets. Furthermore, a small business could face risks from lawsuits, governmental regulations, and other potential impediments to growth.
(iv) State and Federal Security Laws - The securities being offered (which include any future stock or tokens, collectively the “Securities”) have not been registered under the Securities Act of 1933 (the “Securities Act”), in reliance, among other exemptions, on the exemptive provisions of article 4(2) of the Securities Act and Regulation D under the Securities Act. Similar reliance has been placed on apparently available exemptions from securities registration or qualification requirements under applicable state securities laws. No assurance can be given that any offering currently qualifies or will continue to qualify under one or more of such exemptive provisions due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. If, and to the extent that, claims or suits for rescission are brought and successfully concluded for failure to register any offering or other offerings or for acts or omissions constituting offenses under the Securities Act, the Securities Exchange Act of 1934, or applicable state securities laws, the Company could be materially adversely affected, jeopardizing the Company’s ability to operate successfully. Furthermore, the human and capital resources of the Company could be adversely affected by the need to defend actions under these laws, even if the Company is ultimately successful in its defense. Compliance with the criteria for securing exemptions under federal securities laws and the securities laws of the various states is extremely complex, especially in respect of those exemptions affording flexibility and the elimination of trading restrictions in respect of securities received in exempt transactions and subsequently disposed of without registration under the Securities Act or state securities laws.
(v) Unregistered Securities - The Securities will not be registered, and no one has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of the offering. No governmental agency has reviewed the offerings posted in this document and no state or federal agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any offering. The exemptions relied upon for such offerings are significantly dependent upon the accuracy of the representations of the Investors to be made to the Company in connection with the offering. In the event that anysuch representations prove to be untrue, the registration exemptions relied upon by the Company in selling the securities might not be available and substantial liability to the Company would result under applicable securities laws for rescission or damages.
(vi) Lack of Liquidity - There has been no public or private market for the Securities, and there can be no assurance that any such market would develop in the foreseeable future. There is, therefore, no assurance that the securities can be resold at all, or near the offering price. You will be required to represent that it is acquiring such securities for investment and not with a view to distribution or resale, that it understands that the securities are not freely transferable and, in any event, that it must bear the economic risk of an investment in the securities for an indefinite period of time because the securities have not been registered under the Act or applicable state Blue Sky or securities laws. The securities cannot be resold unless they are subsequently registered or an exemption from registration is available. There is no active trading market for the securities being offered and no market may develop in the foreseeable future for any of such securities. Further, there can be no assurance that the Company will ever consummate a public offering of any of the Company’s securities. Accordingly, investors must bear the economic risk of an investment in the securities for an indefinite period of time. Even if an active market develops for such securities, Rule 144 promulgated under the Securities Act (“Rule 144”), which provides for an exemption from the registration requirements under the Securities Act under certain conditions, requires, among other conditions, for resales of securities acquired in a non public offering without having to satisfy such registration requirements, a six-month holding period following acquisition of and payment in full for such securities assuming the issuer of such securities has filed periodic reports with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for a period of 90 days prior to the proposed sale. If the issuer of such securities has not made such filings, such securities will be subject to a one-year holding period before they can be resold under Rule 144. There can be no assurance that the Company will fulfill any reporting requirements in the future under the Exchange Act or disseminate to the public any current financial or other information concerning the Company, as is required by Rule 144 as part of the conditions of its availability. Accordingly, you should be prepared to hold the securities acquired in such offerings indefinitely and cannot expect to be able to liquidate any or all of their investment even in case of an emergency. In addition, any proposed transfer must comply with restrictions on transfer imposed by the Company and by federal and state securities laws. The Company may permit the transfer of such securities out of a subscriber’s name only when his or her request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Securities Act or any applicable state securities or “blue sky” laws. THERE CAN BE NO ASSURANCE THAT THE COMPANY WILL EVER FILE A REGISTRATION STATEMENT TO REGISTER SUCH SECURITIES, THAT SUCH REGISTRATION STATEMENT WILL BECOME EFFECTIVE, OR THAT ONCE EFFECTIVE, SUCH EFFECTIVENESS WILL BE MAINTAINED.
(vii) Limited Operating History - The Company has limited operating history. The Company is still in an early phase, and is just beginning to implement its business plan. There can be no assurance that it will ever operate profitably.
(viii) Additional Capital May Be Needed - The Company may need additional capital, which may not be available. The Company may require funds in excess of its existing cash resources to fund operating deficits, develop new products or services, establish and expand its marketing capabilities, and finance general and administrative activities. Due to market conditions at the time the Company may need additional funding, or due to its financial condition at that time, it is possible that the Company will be unable to obtain additional funding as and when it needs it. If the Company is unable to obtain additional funding, it may not be able to repay debts when they are due and payable. If the Company is able to obtain capital it may be on unfavorable terms or terms which excessively dilute then-existing equity holders. If the Company is unable to obtain additional funding as and when needed, it could be forced to delay its development, marketing and expansion efforts and, if it continues to experience losses, potentially cease operations.
(ix) Offering Price - The offering price of the securities have been arbitrarily determined and may not be indicative of its actual value or future market prices. The offering price was not established in a competitive market, but was determined by the Company.
(x) Management Discretion - The Company’s management may have broad discretion in how the Company use the net proceeds of an offering. Unless the Company has agreed to a specific use of the proceeds from an offering, the Company’s management will have considerable discretion over the use of proceeds from their offering. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.
(xi) Operations and Growth - The Company may not be able to manage its potential growth. For the Company to succeed, it needs to experience significant expansion. There can be no assurance that it will achieve this expansion.
(xii) Competition - The Company faces significant competition. The Company faces competition from other companies, some of which might have received more funding than the Company has. One or more of the Company’s competitors could offer services similar to those offered by the Company at significantly lower prices, which would cause downward pressure on the prices the Company would be able to charge for its services. If the Company is not able to charge the prices it anticipates charging for its services, there may be a material adverse effect on the Company’s results of operations and financial condition. In addition, while the Company believes it is well-positioned to be the market leader in its industry, the emergence of one of its existing or future competitors as a market leader may limit the Company’s ability to achieve national brand recognition, which could also have a material adverse effect on the Company’s results of operations and financial condition.
(xiii) Market Acceptance - The Company’s growth relies on market acceptance. While the Company believes that there will be significant customer demand for its products/services, there is no assurance that there will be broad market acceptance of the Company’s offerings.
(xiv) Corporate Governance - Because the Company’s founders, directors and executive officers may be among the Company’s largest stockholders, they can exert significant control over the Company’s business and affairs and have actual or potential interests that may depart from those of subscribers in the offering. Additionally, the holdings of the Company’s directors and executive officers may increase in the future upon vesting or other maturation of exercise rights under any of the options or warrants they may hold or in the future be granted or if they otherwise acquire additional interest in the Company. The interests of such persons may differ from the interests of the Company’s other stockholders, including purchasers of securities in the offering. As a result, in addition to their board seats and offices, such persons will have significant influence over and control all corporate actions requiring stockholder approval, irrespective of how the Company’s other stockholders, including purchasers in the offering, may vote, including the following actions: to elect or defeat the election of the Company’s directors; - to amend or prevent amendment of the Company’s Certificate of Incorporation or By-laws; - to effect or prevent a merger, sale of assets or other corporate transaction; and - to control the outcome of any other matter submitted to the Company’s stockholders for vote. Such persons’ ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, which in turn could reduce the Company’s stock price or prevent the Company’s stockholders from realizing a premium over the Company’s stock price.
(xv) Financial Statements - The Company may not have audited financial statements nor is it required to provide investors with any annual audited financial statements or quarterly unaudited financial statements. In addition, the Company is not required to provide investors in the offering with financial information concerning the Company to which the investors may use in analyzing an investment in the Company. Therefore, your decision to make an investment in the Company must be based upon the information provided to the investors in its private placement documents without financial statement information and therefore, the limited information provided herewith with which investors will make an investment decision may not completely or accurately represent the financial condition of the company. Furthermore, as a non-reporting SEC company, the Company is not required to provide you with annual audited financial statements or quarterly unaudited financial statements.
This tutorial continues for Equity campaigns here.
This tutorial continues for Debt campaigns here.
This tutorial continues for Revenue Sharing campaigns here.
This tutorial continues for Convertible Note campaigns here.
This tutorial continues for Future Equity campaigns here.