Will Regulation Crowdfunding be the game-changer that it was expected to be when the JOBS Act was signed into law four years ago? Time will tell. In the meantime, we decided to take a closer look at the offerings floated under the new rule, which opens up investment in private companies to all Americans and went into effect on May 16.
The results are promising and, in some cases, surprising.
As of Tuesday, 32 companies had launched capital-raising campaigns on four different crowdfunding platforms using Regulation Crowdfunding (also known as Title III of the JOBS Act). More platforms and offerings will be coming online in the coming weeks. But if motivation behind the JOBS Act was to spread capital around to a more diverse group of companies than the usual Silicon Valley suspects, the law seems to be serving its purpose.
A Diverse Mix
The companies raising money hail from across the country. Not surprisingly, Boston, Brooklyn and the Bay Area are well represented. But also Cleveland, Ohio; Detroit, Michigan; Helena, Montana and Charles Town, West Virginia (see map, above). At least two ventures are African American-owned, and a handful of companies have women on the founding team. The businesses are diverse, too, spanning a boutique hostel, a bionic pancreas, a financial app, custom-printed condoms and camping gear.
They’re mostly startups, ranging from 7 years old to freshly incorporated ventures. And about half reported revenues last year, although just two turned a profit.
A number have raised prior capital, either through rewards-based crowdfunding campaigns, grants, accelerators such as Y Combinator or through angel investors. One company, Legion M, a fan-owned entertainment company, raised $400,000 from accredited investors and tested the waters using Regulation A before deciding to launch a Title III crowdfunding campaign.
One surprise is the relatively low dollar amounts sought. Although Title III allows companies to raise up to $1 million, many set a much lower target. That’s partly strategic: The target raise represents the minimum amount the company must attract from investors in order for the campaign to succeed and the money to be released to them. They also set a maximum amount. Several companies crossed their fingers and set a maximum of $1 million, the most the Title III exemption allows. But a dozen issuers set a maximum raise of just $100,000.
Issuers so far appear to prefer equity or another structure called SAFE over straight debt. Over one third of the companies chose to use SAFE, or Simple Agreement for Future Equity, a structure that lies somewhere between convertible debt and stock warrants. Created by the accelerator Y Combinator, SAFE was intended to have the benefits of debt that coverts to equity, but without the complexity.
SAFE is clearly advantageous for companies raising money: they give up no equity shares (at least not immediately) and do not take on creditors. Instead, investors get warrants entitling them to shares if and when the company raises its next round of capital. The agreement also allows founders to put off setting a valuation for their company, a tricky challenge, until a later date. Another benefit of using SAFE is its simplicity: It uses an easy-to-understand 5-page document.
One reason for the large number of SAFE agreements is that it’s one of the preferred financing structures on the crowdfunding site WeFunder, which went through the Y Combinator program and has listed the lion’s share of Title III offerings to date.
In addition, many companies chose to offer Kickstarter-like perks as well as financial incentives, such as t-shirts, product discounts and free donuts.
Beyond the numbers, the companies using Title III reflect a broader shift among startups toward social enterprise. Several of the issuers have a social mission, whether involving health (Beta Bionics, an artificial pancreas to treat Type 1 diabetes), education (Veditz online education for the deaf), local revitalization (Urban Juncture) or environmental issues (MF Fire clean-burning stoves, BogoBrush biodegradable toothbrushes).
Two issuers—GameTree, a social network for gamers, and Beta Bionics, the “bionic” pancreas maker—are public benefit corporations, a legal designation that allows companies to hardwire their social mission into their charters, so it cannot take a backseat to maximizing profit.
In general, Title III crowdfunding allows customers to become investors, but at least two issuers have an explicit goal of being owned by their members and customers. SmartMart Cleveland, a coworking space that plans to expand nationally, hopes to be the largest member-owned coworking space. Solana, CA-based GameTree, meanwhile, aims to be gamer-funded and owned.
It’s still very early for Title III crowdfunding. But if it ushers in a more collaborative and values-based form of finance that blurs the lines between customers and owners, that will indeed be a game-changer.