To offer and sell securities in the United States, the securities must be registered, which usually means the company must be a public company and list the shares on a stock exchange. This is an expensive process for companies and impractical for small businesses. Private companies can raise capital without needing to go public if they utilize an exemption from registration. While there are many exemptions available to companies desiring to raise capital, traditionally, the only accredited investors (rich people) could access these potential investments. Title III of the JOBS Act of 2012 added the Securities Act Section 4(a)(6) exemption (also known as the Regulation Crowdfunding exemption) which allowed private companies to raise up to $1,000,000 of capital from the public without restricting the offering to only accredited investors. Regulation Crowdfunding offerings must be conducted through an intermediary that is a registered member of FINRA, such as a broker dealer, or a funding portal. Investors are subject to investment limits, and Issuers must complete a Form C offering disclosure and file annual reports after the securities are sold. Investors are cautioned, however, that they may not continually have current financial information about an issuer. More detail about Regulation Crowdfunding offerings and how they compare to other exemptions can be found HERE.
