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Frequently Asked Questions (FAQs)

 

Are you curious to learn why investors have leveraged the power of Investment Crowdfunding public campaigns and Syndicates to invest over $4B in thousands of entrepreneurs since 2012?  Here’s a list to the most common questions investors, founders and partners ask us.


What is Investment Crowdfunding?

What is Investment Crowdfunding?

Investment crowding is a funding vehicle to raise capital from community, customers, professional investors, and other supporters of businesses. Similarly to an investor working directly with a founder to invest, investment crowdfunding elevates that relationship by using the power of technology for investors to transparently view different business online in one location and determine what businesses they want to invest in based on a compelling business case. Investment crowdfunding offers the flexibility to democratize investing by using any securities exemption strategy (accredited or non-accredited investors) to facilitate the raise process in a way that is efficient and effective for both founders and the investors.

Is investment crowdfunding similar to Kickstarter and Indiegogo? Is it a nonprofit that gives grants to companies?

How does investment crowdfunding work? Is similar to Kickstarter and Indiegogo? Is it a nonprofit that gives grants to companies?

It’s not, but it is similar to Kickstarter because it provides an online platform for people to choose to put money in businesses. However unlike with Kickstarter where a person would get just a reward, perk or gift for contributing to an early stage B2C company campaign, investment crowdfunding allows both B2B and B2C companies to seek investors for their company.  In a Rev Share, the company is paying investors off top line revenue.  In an equity offering your community of investors have stake in your company.

Investment crowdfunding is not a nonprofit that provides grants or donations.

What are the benefits of investment crowdfunding?

What are the benefits of investment crowdfunding?

Unlike the offline raise process, Investment Crowdfunding provides a business the ability to make a raise strategy match a founder’s business strategy, not the other way around. The founders get to choose which investor base they are making an offering to and what the terms will be to each investor base. They can create equity and/or debt offerings, and work with advisors to determine the terms of the offering.

CrowdfundNC facilitates investment crowdfunding with three main principles:

  • Community: Certain raises are idea for running a crowdfunding campaign where people come together to mass support a business, further supporting the regional economy.
  • Accessibility: Investment crowdfunding supports access to capital for founders and investors, letting them set the terms of how much they want to raise and invest.
  • Flexibility: The investment crowdfunding model provides a variety of options to meet founders and investors goals.

CrowdfundNC’s launch readiness advisory services and partnership with Localstake helps guide their business through the decision process.

How much capital has been raised through investment crowdfunding?

How much capital has been raised through investment crowdfunding?

Investment crowdfunding has been used by thousands of entrepreneurs across the country even more so globally. Some of the latest statistics for the US (as of April 2020):

  • $4B+ of investment capital raised since 2012
  • Over $368M has been raised from mostly non-accredited investors leveraging Regulation Crowdfunding (Ref CF) since 2016.
  • From 2016-2018: $107.9M raised
  • $121.3M raised in 2019, a 62% increase over 2018 ($75.8M)

What online platform does CrowdfundNC use? Where can I see all the current campaigns?

CrowdfundNC partners with Localstake to provide their online platform. Current campaigns can be viewed there.

Localstake is a registered Broker Dealer. As a Broker Dealer, they allow businesses to sell any type of exemption available which means founders have the flexibility to choose exemptions (including accredited and non-accredited) which best meet their business’s strategy.

Are there other investment crowdfunding platforms? How is CrowdfundNC different?

Are there other investment crowdfunding platforms? How is CrowdfundNC different?

CrowdfundNC is not a Funding Portal, nor a Broker Dealer platform. Various other investment crowdfunding funding portals and platforms exist, but what makes investment crowdfunding successful is often the focus on community and the affinity of tightly knit geographies of people wanting to support their regional businesses.  People love where they live and want to give back.  Most don’t know they can invest and share in any returns from the coffee shop, brewery or new high growth company in their region.

With that in mind, CrowdfundNC was formed to support the regional southeast and create a true marketplace for founders, investors and partners. CrowdfundNC has partnerships across the region that can support founders and investors to meet their goals and prepare them to launch their campaign.  Investors can come from across the country using CrowdfundNC’s partner online platform provider Localstake. As a broker dealer platform, Localstake provides flexibility for founders to determine and develop their most effective raise strategy while Localstake offloads the majority of the governance and legal considerations (e.g. preparing offering docs).  Localstake can help founders maximize the value of where they spend money with a good securities attorney before launching their campaign.

Does CrowdfundNC only support investment crowdfunding for North Carolina investors and businesses?

Does CrowdfundNC only support investment crowdfunding North Carolina investors and businesses?

No. While most of our founders are based in North Carolina, CrowdfundNC also supports businesses which have an impact on North Carolina.  Also, businesses can seek investors across the country. We believe having a regional focus enhances the capital raising experience so community can come together to support businesses they know, love and trust. 

What types of raises are available? Is it for accredited only?

What types of raises are available? Is it for accredited only?

It’s for accredited and non-accredited investors. Businesses can perform a private ‘traditional’ raise to ‘strategic’ or a known group of accredited investors.  This is done very effectively through online syndicates.  Businesses can also perform a public raise allowing anyone to participate.  Businesses can even perform a side-by-side (aka “Concurrent”) offering where a founder can strategically group accredited and non-accredited investors into separate exemptions, allowing founders to potentially raise more funding.  See more on the solicitation considerations for these different offerings.

A variety of traditional and new offering exemptions can be used by a business.

Traditional

  • 504 – Private Accredited and Non-Accredited
  • 506(b) – Private Accredited

New

506(c) – Public Accredited

  • Regulation Crowdfunding (aka Reg CF) – Public for anyone to participate
  • NC PACES – NC Businesses only and public for any NC resident to participate
  • Reg A+ aka Online Public Offering (OPO) – Public for anyone to participate

CrowdfundNC advisors, Localstake NC, and an an attorney can help understand the requirements of each.

Another option is to make a website if it is preferred to use a smaller offering type called a Local Public Offering (LPO). The website has to be compliant with the PACES law and the rules on the NC Secretary of State website. Read the FAQs first, then the PACES Act rules for more information.

What is an accredited investor?

What is an accredited investor?

An accredited investor is usually defined as a person who has $1M in net assets (not including their primary residence), or a gross income for each of the last two financial years of at least $200K, or $300K if married and reasonably expects to continue to have that income. Details can be found here.  There are other definitions as well, such as what defines a business to be considered an accredited investor.

New laws in 2016 supports investment crowdfunding being open to non-accredited investors in addition to accredited investors.

Is investment crowdfunding only for certain stage startups or certain industries? Can it be used along with other capital options?

Is investment crowdfunding only for certain stage startups or certain industries? Can it be used along with other capital options?

Investment crowdfunding is a complementary funding vehicle. It can be used for new and established businesses. A variety of companies in a variety of industries (including B2B and B2C) have used investment crowdfunding to achieve their raise goals. It can also be a strategic approach in parallel or serially with other capital options depending on your business model and capital goals.

What is the typical investment crowdfunding raise amount? Any limits?

What is the typical investment crowdfunding raise amount? Any limits?

Based on results across the industry, typical raises are $100K minimum, $250K on average and can go into the millions based on the exemption chosen.

Exemption fundraising limits are as follows

  • 504 – usually up to $5M per year
  • 506(b) – no cap
  • 506(c) – no cap
  • Reg CF – up to $1.07M per year – Potentially Raise More with a Concurrent Offering
  • NC PACES – up to $2M per year
  • Reg A+ – up to $50M

Equity or Debt Offering Types can be used.

What is the process of setting up a raise campaign with CrowdfundNC?

What is the process of setting up a raise campaign with CrowdfundNC?

CrowdfundNC pairs founders with Localstake so their campaign material can be posted online.  CrowdfundNC’s role is to help with investor positioning and accelerate founder access to resources which help with this goal.  Investor positioning is best when it focuses on the why, what, how, and when traction points of the business and our partner network is obsessed about improving these aspects of your business.  Below are the high level considerations. For more information, please visit the Get Funded section of our website to learn more about the Launch Readiness Advisor Consultancy Program which supports founders in the preparation for a raise campaign.

Step One: Build a compelling story and offering

On the company profile webpage on Localstake, the business will make the case for the funding they need, and explain the investment offering they are making

The investment crowdfunding mission of a startup or small business is to create a great company profile and offering on Localstake that explains:

  • The company vision
  • The problem to be solved
  • The product or service solution
  • Identification of the target market and how to reach it
  • A business plan and model that works
  • The team that that can make the business a success
  • The traction the company as achieved
  • The milestones and metrics the company anticipates
  • Use of funds to achieve those milestones
  • An analysis of the competition
  • The existing financial condition of the company
  • A reasonable financial projection going forward
  • The terms and disclosures of the investment offering

 

Step Two: Create and run an effective campaign

The next step is to run an investment crowdfunding campaign to raise the needed funding. The goal is to find investors in the community and around the North Carolina region that share the busienss’s enthusiasm and will help fund it. Localstake NC also provides the broker/dealer investment accounts and the tools to enable investors to invest, and to manage the required disclosures and reporting to investors by the company.

When can I let potential investors know my campaign is going to launch?

When can I let potential investors know my campaign is going to launch?

It depends on the security exemption.  Always check with Localstake or legal counsel 1st, but here is generally what happens.

Private or Public Accredited Investors Only (Reg D)

Solicit investors anytime, but in general these solicitations should be to people reasonably believed to be accredited investors.  Also if you broadly solicit your offering, you may fall into ‘general solicitation’ status which means:

 

Anyone can be an Angel Investor (Reg CF)

Reg CF Marketing Do’s and Don’ts Webinar Recording with Innovate Capital Law hosted by CrowdfundNC

Don’t solicit the offering before the Form C is filed on your business’s behalf.  The reason for this is that the SEC wanted to make sure all investors had access to the same information at the same time which also means that all terms of the offering can only be shared on platform.

For in depth information on Reg D, Reg CF, NC PACES and Reg A+ rules, check out this article by Ward and Smith.

 

What can I say after launch on Reg CF?

After the Form C has been filed, off platform you can share communication that:

  • Don’t mention “terms of the offering”; and
  • Just contains “tombstone” information.

 

“Terms” in this context are:

  • The amount of securities offered,
  • The nature of the securities (for example, debt or equity, common or preferred, and so forth),
  • The price of the securities, and
  • The closing date of the offering period.

 

There is much more to be covered on this topic, so after watching the webinar, please let us know if you need addition help.  Say hello.

 

Note: This is not intended to be legal advice or comprehensive in how to solicit your crowd of potential investors for all use cases.  Therefore, here are some securities attorneys you can choose to engage with if you don’t have your own in addition to the advice Localstake can provided as a registered Broker Dealer.

Are there investor minimums to get started?

Are there investor minimums to get started?

It depends on the business raising and the type of raise they are conducting.

Minimum investment sizes can be as low as $100 and are usually no higher than $500 for public rounds.

Minimum investment sizes for accredited investor offerings (Syndicated rounds, private rounds, public accredited-only rounds) usually start at $1,000 and go up from there.

The minimum investment amount for investment crowdfunding offerings is usually much lower than traditional angel investor offerings. This allows new and seasoned investors to diversify their investments across more offerings to reduce risk.

How do I invest?

How do I invest?

Investors set up a Localstake investor account (About Localstake). Localstake investor accounts are for both wealthy and non-accredited (‘retail’) investors. Under Regulation Crowdfunding and the NC PACES Act offering exemptions, anyone can invest in these offerings as long as the limits and rules for the exemptions are followed. For the first time, every retail investor in North Carolina can participate in these private equity and debt offerings. Keep in mind that private equity and debt offerings are risky, and that investors can lose part or all of their investment.

Can I invest with my IRA?

Can I invest with my IRA?

Yes, but not without either a specialized Self-Directed or Self-Directed Checkbook IRA. The cool part is that the team over at Rocket Dollar has created a simple solution for the everyday person to unlock their IRA. CrowdfundNC has partnered with them to give $100 off account setup to help anyone who wants to become an angel investor in startups and other private businesses as part of their investment diversification strategy. There are IRS guidelines around what you can and can’t invest in with your IRA so check with a tax professional if there are questions.

What if I don’t know any entrepreneurs, but want to invest?

What if I don’t know any entrepreneurs, but want to invest?

The southeast region is surrounded by entrepreneurs in the community. Investment crowdfunding platforms like LocalstakeNC make it easier than ever to find, vet, and invest in promising startups and small businesses that are doing debt or equity offerings using Investment Crowdfunding exemptions.

When determining my investment approach, what should I look for in a company?

When determining my investment approach, what should I look for in a company?

While the CrowdfundNC team is not investment advisors, here are some criteria an investor may want to look at:

The mission as an investor is to find great investment opportunities in startups and small businesses that have a good company vision, a real problem they are solving with their product or service, a great solution they have developed, a focused view of their market and how they are going to reach it, how they plan to beat their competition, a reasonable financial projection of their business and the excellent team they have put together that can make their business a success.

On their crowdfunding investment campaign webpage, these companies will make their case for the funding they need to get that done, and explain the investment offering they are making. Their goal is to find investors in the community that share their enthusiasm for their business and will help fund it.

At the end of the day, it is up to the investor to determine if the company is investable and meets the risk they are willing to take. Keep in mind that private equity and debt offerings are risky, and that investors can lose part or all of their investment.

What are the tax benefits or considerations of private company investing?

What are the tax benefits or considerations of private company investing?

The CrowdfundNC team are not tax professionals, though they partners with a few. However, there are several exemptions (e.g. 1202 Qualified Small Business Stock (QSBS)) that individuals can use to potentially completely eliminate any capital gains taxes from investing. Consult with a CPA for additional information.

How do I make money and when do I get my money back?

How do I make money and when do I get my money back?

It depends on the offering. If a business offers a Revenue Share or Dividends,  an investor could potentially see his/her principal starting to be paid back within a month or two and see positive returns within 2-5 years.

If a business offers a convertible note, SAFE, or another equity instrument, returns don’t occur until there is some type of exit event (e.g. an Online Public Offering (OPO) or Initial Public Offering (IPO)). OPOs may occur within 3-4 years. IPOs typically take at least 7 years and may never occur.

What type of returns can I expect?

What type of returns can I expect?In all cases, the business must be successful in order for it to see a return. If the business fails, which most do, an investor could loose part if not all of his/her investment. An investor should never invest more than he/she can afford to loose.

Assuming the business being invested in is successful, then the return depends on the terms that they offered. Some examples might be:

  • If it’s a Main Street business offering a Revenue Share loan, returns of 1.5x to 3x for the period of the loan are typical offerings.
  • If it’s Stock with a dividend, an investor may see 6-12% annualized returns after profitability is achieved.
  • If an investor invested in a high growth startup, returns can be 10x+.

 

Rev Share Example: If you offer to pay your community of investors 1.5x, your projected revenues may state you can accomplish this by returning 5 cents to them on every $1 in revenue over 5 years.  A person investing $100, would expect to be repaid $150 by the end of the 5 years and if you exceed overall revenue projections, they get paid back earlier.  If you miss overall revenue projections, it will take longer to pay them back and unlike a fixed % loan, you’ll also pay less in seasonality of lower revenue.

Equity Example: An investor invests $100 in a potential high growth company at a $3M valuation cap on a convertible note (we’ll assume no interest or discount rate to keep this example simple).  The payout is based on upon an ‘exit’ event (usually 5-10 years from the time of the offering). The company exits in 7 years at a value of $60M.  Assuming no dilution post conversion, the $2,000 is returned to the investor.

Many other scenarios and results are possible. Always carefully review and understand the terms of the offering, as this greatly impacts the potential return.

Other COVID-19 Specific FAQs to Help Prepare for a Raise

 

Past Success

While the stock market was collapsing, the investment crowdfunding markets showed their best quarter in Q1 ever… even in the midst of COVID-19.  This seems to show that the community of individuals who want to invest locally and take a chance on businesses they love, know and trust can still be viable are very active.  We don’t know if this will continue to keep up, but for now, it’s still potentially a source of significant capital.

Localstake is a broker dealer with deep expertise in supporting investment offerings for small businesses.  They’ve worked with hundreds of retail businesses to help assess, plan and execute capital raises turning customers, fans and supporters into of funding.  CrowdfundNC’s partnership with Localstake, combined with CrowdfundNC’s Launch Readiness assets for raise preparation aims to accelerate the opportunity to funding for our North Carolina business community.  This enables them to seek funding from ANYONE who wants to invest.  If your business has a community who loves, knows and trusts you, this program can help!

Is this Kickstarter, GoFundMe or a Grant?

No, but it’s similar.  Investment Crowdfunding allows individuals to literally share in future revenues or profits of your company.  More on this.

Is this limited to food and beverage business owners?

All types of businesses (with limited exception) are welcome to apply to raise capital.  However, this COVID discounted fee initiative is geared towards revenue generating businesses who had operations significantly impacted by the shutdowns.  Specifically it is designed for existing food, beverage, and boutique businesses.

How much can my company raise?

Unlimited technically.  There are various ways to do this, but on a Reg CF (anyone can invest) offering, your business can raise up to $1.07M.  Raises larger than $250K will take longer to prepare due to some regulatory requirements, but we have all of the partner resources your company needs to prepare.  Also businesses raising more than than $250K may not qualify for the discounted COVID fee structure.

As a registered Broker Dealer, Localstake can underwrite any securities exemptions, so whether you’re raising $50K, $500K or even $2M+, you’re covered.

Past Successes, including ones over $1.07M

How long would it take to get an investment campaign up and running for more than $107K?

If raising more than $250K on a Reg CF, the primary difference is that the SEC requires that a company has independently reviewed financials.  If you don’t have someone to do this, Localstake has providers they’ve worked with who can perform this for as low as $1,200 (assuming the financials are in good working order already).   If a company has performed a Reg CF before AND wants to raise > $535K up to $1.07M audited financials are required. 

How much will my raise cost?

If you qualify for Localstake’s COVID-19 assistance revenue share program, all you will pay is a 5% on the total funds raised, paid to Localstake upon successful close. All upfront fees are waived. Businesses that don’t qualify or want to raise funds through other structures can still apply to raise, but may be subject to fees up to the standard fee structure determined on a case by case basis.  

What are some of the reasons my business would not qualify for the discounted fees, but can still raise in this way?

CrowdfundNC and Localstake are doing what we can to support all entrepreneurs during this time.  Localstake’s discounted fee COVID initiative prioritizes the capacity of the team towards companies who had existing revenue generating operations before COVID and have been substantially affected by the shutdowns.  The COVID assistance revenue share program is designed primarily for businesses who typically have around a full year of historical revenue, not available to startups. The business must provide historical financials for 2019, and 2018 if available. Localstake will also want to understand the overall impact that COVID has had on your business in 2020. There is no minimum revenue threshold, but your historical revenues will have a major impact on the amount of capital you are able to raise. Companies in any industry may apply, but this program is generally geared towards businesses in the retail and food and beverage spaces.

What are other ways that may help increase my raise’s potential chances of success, but cost money?

Increase the potential success of your raise with a dedicated marketing effort.  Some companies may find it beneficial to leverage paid social media marketing and other services.

Other Fees

For raises above $107K that leverage Reg CF (anyone can invest), the SEC requires independently reviewed financials.  If you don’t have someone to do this, Localstake has providers they’ve worked with who can perform this for as low as $X (assuming the financials are in good working order already).  If a company has performed a Reg CF before AND wants to raise > $535K up to $1.07M audited financials are required.  

Other offerings beside Reg CF, eg. Reg D 506(b) do not have this requirement but may have other requirements to get started, such as investor accreditation status.

When Do I Pay Investors Back?

It depends on whether you choose to offer debt or equity.  More on returns.

When Can I Let Fans know the Investment Campaign’s Going to Launch?

See FAQs: When can I let potential investors know my campaign is going to launch?

What if my business is not allowed to operate by law during this time?

We understand some businesses are not allowed to operate during this time, so this does not necessarily prevent you from being approved to launch your campaign.  In this case, consider telling your crowd how you’ll use these funds to help you grow and return their investment post COVID.

How Do I Motivate Investors?

Whether you offer Debt or Equity, it’s important to prepare an investor marketing plan which includes what you will ask your investor base to do beyond invest $ in you.  Not all of your investors will participate in these requests, but the ones that do can help democratize your sales and marketing efforts.  Remember, as investors, they don’t just get a perk…they are financially vested in your success as a business.

What Do Other Founders do to Help Improve Their Chances of Success?

The information you provide to Localstake NC to make sure all i’s are dotted and t’s are crossed from a regulatory perspective can also be positioned to tell a compelling story to a potential investor for why they may want to consider investing in you.

Founders who need additional help with this can leverage CrowdfundNC’s Launch Readiness services. Founders have the option to seek 1 on 1 help with us or in collaboration with other founders in CrowdfundNC’s Launch Readiness cohorts.

Before signing up though, let’s provide some examples of investor positioning you may want to consider on your own.

 

How do I position recently rocky financials to investors?

How did COVID impact your business and how will you be resilient moving forward?  Painting a picture of how funding helps your financial growth is very important.  Let’s talk about dotting i’s crossing t’s first.  Your business is required to provide 2019 Financial Statements and (if available), 2018 and a general overview of performance / impact from COVID in 2020. 

If your business uses Quickbooks Online you can connect your account to Localstake within your profile for Localstake to review.  Also Localstake may also require you to connect your businesses bank account for verification. At a minimum, by Reg CF guidelines your business is required to supply GAAP formatted statement.

 

Potential Investor Positioning 

Investors invest because there is a potential financial return. Otherwise you’re just asking for donations.  Put yourself in your potential investors’ shoes and think through how your business + investment offering offers them a return.

  • Prior to COVID, we were growing at X% MoM and as of the end of Feb revenues [decreased, stayed flat, etc.].  
  • However in March we were able to [something you did that helped revenues and makes you viable].
  • With funding we anticipate we can [something you can do] to still grow revenue during COVID and plan to provide [what opportunity will you provide investors to potentially accelerate their return post COVID] post COVID.

 

How do I tell about my amazing team?

Background & Credit Checks are required to be performed on all Directors, Officers, Principals, and any 20% or more owner.

 

Potential Investor Positioning

Our team members have helped us pivot during COVID by [something they did].  We plan to leverage funds we raise to [something to protect your team/accelerate growth that involves your team]. 

 

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