On May 16, 2016 Title III of the JOBS Act kicked-in and paved the way for startups and small businesses to raise up to $1 million through small investments from lots of people. It effectively legalized Kickstarter with equity. As with Kickstarter, a well thought out communications and advertising plan will likely dictate the success of your equity crowdfunding campaign. But unlike Kickstarter, equity crowdfunding is regulated so there are very different (and oftentimes confusing) rules of engagement. Not to worry- you can use these 10 Golden Rules below to help guide you as you plan out your equity crowdfunding campaign.
1) Do not discuss your fundraising campaign until you've filed your Form C.
Any public communication made ahead of filing your Form C with the SEC will likely constitute "gun-jumping" and put your company in the penalty box. Do not tell the press you are planning on launching a Title III equity Crowdfunding campaign in a few weeks/months, do not mention your raise ahead of time at conferences and do not send email blasts about your intention to raise capital through Title III until you have filed Form C.
2) After launching, talk freely about your raise as long as you do not mention deal terms.
This one is brand new to everyone (credit to Sara Hanks at Crowdcheck for cracking the code). You may speak broadly about your company, your mission, your team and the fact that you are raising capital so long as you do not include the "deal terms". Deal terms include the raise amount, the security details (debt, equity, common, preferred, etc.), the price of the security ($3 million pre-money valuation, $1 per share, etc.), and the closing date of the campaign.
3) Use any medium you'd like to advertise your offering.
Facebook advertising, tweets, email blasts, LinkedIn posts, radio, podcasts, television, press releases and in-store advertisements are all potential avenues to get the word out. There are no restrictions on communication medium assuming you adhere to all of the other rules in this article. Just keep in mind that the deal terms may not be mentioned and everything said must be factual and not misleading.
4) Tread very lightly with the press and with interviews generally.
The good news is that you may speak with reporters about your company and campaign relatively freely. The bad news is that if you do, you will need to be extremely careful. If the reporter checks out your campaign and includes any of the deal terms, such as the amount you are raising, and decides to include it in an article, you potentially blew your securities exemption. So, either make sure the reporter guarantees that they won't include deal terms, require them to get your approval prior to printing or avoid reporters altogether.
5) Link to the platform you are using but be careful liking to anything else.
You should definitely include a link to your company's fundraising campaign on SeedInvest (or whatever platform you use) given that's where potential investors are expected to digest additional details on the investment opportunity. But linking to other websites such as your company website, third-party articles or equity research reports can be dangerous. If you link to anything that includes the deal terms or which is misleading, you are playing with fire (more detail here).
6) Include "Invest Now" or "Learn More" buttons and banners on your landing page.
Including simple buttons or banners which redirect to your equity crowdfunding campaign is recommended and can very effectively drive likely investors to your campaign. However, be sure not to mention any of the deal terms anywhere on your website. This would likely violate the tombstone restrictions.
7) Utilize fundraising videos and photos in your communications.
Company communications and advertisements are not restricted to text. Feel free to create a Kickstarter-like fundraising campaign video and share it all over social media with a link to your fundraising campaign. The key is following these two rules: 1) do not mention the deal terms, and 2) do not say anything which is not factual or which is potentially misleading. See a trend developing here? More info on the second point coming up next.
8) Do not say anything inaccurate or anything that cannot be backed-up by facts.
Every statement you make in emails, pitch decks, videos or online advertisements must be factual and may not be misleading. Avoid subjective statements like "we are the best", "the industry is huge" and "we are growing rapidly" at all costs. Also, avoid all superlatives while you are at it ("best", "biggest", etc.) Stick to the facts and partner with a platform that is experienced with securities offerings because screwing this stuff up can result in serious, negative consequences.
9) Mention you have raised "75% of your goal" but not "75% of your $500,000 goal".
I know it sounds silly but this is the line so don't cross it. Your raise amount is considered a deal term whereas your % progress towards your goal is not. The common theme here is to ensure you are not combining any of the deal terms with information that would be considered non-deal terms.
10) Redirect questions to the message board on the respective equity crowdfunding platform.
You will most likely receive one-off questions about your fundraise via email. The intent of Title III of the JOBS Act was for all investors to have equal access to information. Therefore, the right way to handle such questions is to answer them on the message board on your equity crowdfunding portal and direct potential investors to it. That way everyone can benefit from the information simultaneously.
To clarify, you may discuss the terms of your offering in a communication or advertisement but would then be prohibited from including anything else in that "tombstone". So you may say "we are raising $1 million and are offering investors preferred stock at a $3 million pre-money valuation" along with a brief description of the business but that's effectively it. In summary it's much more restrictive to discuss the deal terms then it is to just avoid discussing the terms altogether. You can read more detailed information here courtesy of Sara Hanks.