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Alan Lobock is the co-founder of Worthworm.
With the lifting of the ban on General Solicitation, startups may essentially shout from the rooftops that they are looking for funding — meaning the battle for investment dollars may get more challenging. Most investors seem to favor the lifting of the ban, but have concerns about the burden that the rules place on ventures. (For example, verifying accredited investor status.) There are also concerns about penalties that could be levied against ventures for inadvertently failing to fully and properly comply with the new law. Consequently, most observers advise entrepreneurs to proceed with caution when navigating these uncharted fundraising waters now that the ban has been lifted.
And since you don’t want to find yourself paddling upstream, here are three tips to keep in mind when fundraising in this new era:
1. Comply with the rules or risk being banned from raising capital
The same fundamentals of early stage investing remain even amid the change in the law concerning general solicitation. To obtain angel investment, you still must have a compelling business that can scale under strong leadership, endure against competition, and be fairly valued so investors will have the opportunity to meet or exceed their expectations for a return. What has changed, however, is that if you wish to raise funds under 506(c) and engage in general solicitation, you will now be responsible for verifying each investor’s status as an accredited investor. The SEC has published guidance on what “proof” will serve to fulfill this obligation with respect to an investor, and a cottage industry has quickly sprung up to offer verification services for a fee. Do it wrong or not at all and you risk being banned from raising funds under 506(c) for a year. That could doom a promising venture.
My advice? Visit with an attorney who specializes in early stage venture financing and Regulation D to ensure that you properly cover all of the bases. That means filing Form D at least 15 calendar days before engaging in general solicitation, properly verifying an investor’s accredited status, etc. There is too much at stake to take your new obligations casually.
2. Revise your investor prospecting plan
Prior to the lifting of the ban on general solicitation, entrepreneurs had to rely heavily on pitch events and personal introductions to angel investors in order to raise funds. Under the new law, entrepreneurs may cast a much broader net, using tools like online and offline advertising that were prohibited before the change in the law. Just as you must develop a time- and cost-effective plan to market your company’s products or services, you must now develop an efficient plan to market your investment opportunity to accredited investors.
There are many outlets from which to choose, each with their own advantages, disadvantages, and costs. Do it poorly and you will have wasted time and money looking in all the wrong places. Do it wisely, and you could quickly strike pay dirt. Remember, however, that no matter what outlets you choose to use to reach accredited investors, the most important rule of messaging still applies — don’t make promises to investors that you can’t keep. There’s little else as stressful or distracting as defending yourself and your company from securities litigation, especially since such legal actions can pierce the corporate veil and put your personal assets at risk.
3. Upward momentum in pre-money valuations
Even before the ban on general solicitation was lifted, many seasoned investors complained that accelerators and incubators were pushing pre-money valuations (PMVs) of early stage ventures higher. With general solicitation now permitted, you are likely to hear seasoned investors add inexperienced accredited investors to that group, arguing that their lack of familiarity with early stage investing will result in more upward pressure on pre-money valuations. For entrepreneurs, this means that perhaps even more than before, your pre-money valuations will come under scrutiny by seasoned angel investors.
Having been on both sides of the table — as both a founder and angel investor — I know how difficult it is to arrive at a pre-money valuation that everyone deems fair and reasonable. After all, we’re business people not appraisers, and we’re often dealing with companies that have little or no operating history. When placing a pre-money valuation on your early stage venture, it’s best to use a blend of valuation methods rather than just one, and to use methods that experienced angel investors find credible and applicable. Be prepared to defend the assumptions underlying your computation of the PMV, as this will show the depth and breadth of your knowledge of your business and market. Don’t skimp when it comes to research. You must go into a meeting with prospective investors anticipating that they’ve done their homework, so you had better do yours.
Alan Lobock is the co-founder of Worthworm, a Web-based valuation system for early stage ventures. Prior to Worthworm, Alan cofounded SkyMall, the company whose shopping catalog is found in the seat-back pockets of most U.S. commercial aircraft. He served as the company’s CFO and EVP Marketing before pursuing numerous other entrepreneurial opportunities in which he participated in raising millions of dollars of angel and VC funding.
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