The Jumpstart Our Business Startups Act (JOBS Act) reimagined private capital formation in the United States and transformed how startups and small businesses can access capital for their ventures. Highlights of the JOBS Act include the ability for companies to now “generally solicit” or publicly advertise their offerings (Title II); full blown equity crowdfunding to main street investors under Title III; and a new more workable version of Regulation A (Title IV).
Regulation Crowdfunding (Reg CF) is a new securities exemption (Title III of the JOBS Act) that enables startup and emerging companies to raise funding from the retail public. All Reg CF offerings must be facilitated through an Internet based SEC and Finra registered intermediary, either a broker-dealer or Funding Portal. Before launching a campaign on the intermediary’s site, companies are required to disclose certain information about themselves and their offerings in a disclosure document called a Form C. The Form C must be filed with the SEC before the campaign goes live. This exemption is appropriate for companies looking to streamline their seed stage or series financing round through an online platform utilizing digital marketing strategy.
Since its inception, the Firm has developed its expertise in supporting clients seeking to utilize equity crowdfunding as a pathway to capital formation. Equity crowdfunding is industry agnostic, and our broad range of equity crowdfunding clients represent the Food & Beverage, Blockchain, Technology, Media, Fintech, Alcoholic Beverage, Social Impact and Fashion industries, as well as artists, filmmakers restaurateurs, real estate developers and others.
Under this exemption, issuers are permitted to:
Under Rule 201, issuing companies are required to prepare and file a Form C on the SEC’s EDGAR site prior to making a sale of securities under Reg CF. In order to file a compliant Form C with the SEC, the issuing company must satisfy a number of requirements and disclose extensive yet specific information. With years of experience in Form C preparation and filing, and having supported dozens and dozens of Reg CF issuers, we are able to offer our clients a streamlined, affordable process for conducting a compliant and safe Reg CF offering.
The Reg A+ mini-IPO exemption (Title IV of the JOBS Act) similarly allows issuers to raise funds from both accredited and non-accredited investors. The SEC adopted the proposed rules March 25, 2015, which earmarked Reg A+ as the first exemption available to issuers seeking funds from an uncapped number of unaccredited investors. The Reg A+ exemption is available to US and Canadian issuers seeking to raise up to $75M in a 12-month period. The rules create a two-tiered approach, where Tier I issuers can raise up to $20M in a 12-month period and Tier II issuers can raise up to $75M.
The Reg A+ securities exemption has limited marketing restrictions post-qualification and other notable benefits for issuers, including:
Regulation D (Reg D) provides the simplest set of safe harbors to registration when compared to its alternatives (Reg A+; Reg CF). The most commonly utilized rules under Reg D are 506(b) and 506(c), the latter of which allows for general solicitation and was created under Title II of the JOBS Act. Reg D, Rule 506(c) has been the most utilized exemption of all the JOBS Act exemptions, likely due to the following factors:
On November 2, 2020, the SEC announced the adoption of amendments to harmonize registration exemptions for certain offerings commonly utilized by small and mid-sized companies. The amendments are intended to “simplify, harmonize, and improve certain aspects of the exempt offering framework to promote capital formation while preserving or enhancing important investor protections.” Important changes include:
For more information on equity crowdfunding, please visit Regulation CF Offerings, Reg A+ Offerings and our answers to frequently asked questions from Campaign Issuers, Campaign Investors, and the Crowdfunding Campaign Process.
We have worked with Robin for almost a year now and it has been an incredible experience. Robin thinks outside the box, is very professional and extremely pleasant to work with. She is an expert in Regulation Crowdfunding and we are very satisfied with our choice to retain her. I would recommend Robin to any small start up. Robin is extremely qualified, reliable, and very cool!
Patricia Hertling, Co-Founder
Robin and her team were extremely knowledgeable about the evolving legal requirements around crowdfunding. The entire team was responsive and professional throughout our campaign. The team answers questions in a thorough and efficient manner which made it a cost-effective relationship for our small business.
Carlos Ventura, CEO
FEAST & FETTLE
Robin has the insight and compassion that is needed for any startup working to raise capital or manage the legal aspects of their business. She is not just an attorney but also a business women who will elegantly guide owners or decision makers to make the best possible legal decisions. She will actively understand your business, pursue various options and connect with outside resources in-order to help her client fully understand all their legal option. She is passionately focused on making sure her clients make the best possible decisions that will positively impact their business for both the short & long term.
Sandra Gault, Founder and CEO
We had the pleasure of working with Robin and her team to conduct our legal review for our crowdfunding campaign with Indiegogo and MicroVentures. We had been through the Reg D process before, but Reg CF was entirely new to us. Robin and her team were great in explaining the process and meeting our rushed deadlines to get everything ready. I highly recommend that anyone considering an equity crowdfunding campaign use Robin as their legal team.
Sunny Washington, CEO
The process of raising capital for any startup or early stage company is fraught with complexity, challenges and details that are often largely outside of the regular day-to-day activities of the organization. In addition to this reality, the process can be demoralizing, time consuming and very expensive. In contrast, our experience with the Reg CF process, while requiring real work and preparation, has been cost effective and efficient. A huge part of that was the feedback and guidance of Robin Sosnow, Esq and her staff. Robin's legal review was detail-oriented and thorough while still fast. The back-and-forth surrounding our questions and the final review process seamless as well. I would not hesitate to recommend or hire Robin in the future.
Brendan Burns, CEO
STEPSTONE ARTS RESOURCES
Equity Crowdfunding is an exciting new frontier for entrepreneurs, but can be confusing and frustrating to navigate, even with an experienced partner. Robin and her team are experts in the space, and were critical partners for us in our journey. They were responsive when we needed them and thorough in their feedback, ensuring to the last detail that no mistakes no mistakes were made. If you’re thinking of embarking on an equity crowdfunding campaign, reach out to Robin sooner rather than later!
Jordan Schwartz, COO & Co-Founder
We worked with Robin and her team for our equity crowdfunding raise on Microventures.com. As a first-time crowdfunder, she helped me navigate the process and made sure all of my concerns were addressed. Robin went above and beyond my expectations -- especially when she hired our company and helped us promote our crowdfunding campaign to her audience! The best JOBS Act firm in the biz!
Nicholas China, CEO
Robin Sosnow was our attorney on our crowdfunding that we did with IndieGoGo/Microventures. We were under the gun to get things going quickly and I put the pressure on. Robin and her team were terrific. They explained an area that was new to me and got all the paperwork done in record time. I'd highly recommend them for this kind of work, they are the experts.
Michael Hoffman, CEO
We had the opportunity to work with Robin Sosnow, PLCC during our recent crowdfunding venture. Robin was very professional and explained the process in detail. Any time we had any questions Robin was available and prompt on her responses. Going through a crowdfunding process is very time consuming and requires a lot of documentation. With all the efforts that Robin put in place it made our job easier to obtain all the documentation and complete the process in a timely manner.
Christinia Marc, Administrative Manager
My company and I worked with Robin and her team on a rather complex equity crowdfunding launch. Robin clearly knows the JOBS act inside and out - and she and her team always went the extra mile to make sure everything was buttoned-up properly. She's an excellent attorney and I'll definitely be working with her again.
Paul Siedarski, CEO and Head of Product
Sosnow & Associates has been integral to us launching our crowdfunding platform, not just with their expertise but with meeting quick turnarounds for prompt regulatory responses. Couldn’t do it without you. Thank you!
Luiggi Pera, Miventure Cofounder & CRO
Robin Sosnow and Manuel Pesendorfer are 100% plugged into the new SEC rules for Regulation Crowdfunding and continue to advise our funding portal to maintain compliance and support our business. They are super-connected to top influencers in the equity crowdfunding ecosystem and always ready to make introductions. We highly recommend Sosnow & Associates, and they are also nice people to work with.
Bruce Virga, CEO