Category Archives: Equity Crowdfunding, Alternative Funding

New crowdfunding rules open doors for companies and investors

The Globe and Mail | Brenda Bouw | Jul 17, 2015

 FrontFundr teamCanadian startups are beginning to tap a wider pool of investors thanks to a complex, changing set of regulations around equity crowdfunding, the fast-growing form of financing that allows companies to raise money online.

A handful of provinces across the country have either rolled out or are working on new rules that make it easier for everyday investors to grab a piece of a promising project or venture.

Until recently, only accredited investors such as institutions and high-net worth individuals could get in on these private deals. Today, the opportunities are being opened up to all investors, with restrictions on how much they can put down, as well as limits on what the company can raise.

As a result of the rule changes (some of which are still in the works in provinces such as Ontario), more equity crowdfunding portals are popping up to serve what they hope will be a steady stream of demand for Canadians looking to make money through these alternative investments.

“It’s a new asset class,” said Craig Asano, executive director of the National Crowdfunding Association of Canada (NCFA). “These markets are growing exponentially globally.”

Equity crowdfunding alone grew by 182 per cent to $1.1-billion (U.S.) worldwide in 2014, compared to a year earlier, according to industry research and consulting firm Massolution.

Unlike regular crowdfunding, where people donate cash to help get a project off the ground, equity crowdfunding allows investors to buy a stake in the venture and hopefully see some profit. The concept may sound simple, but the changes in Canada involve a complicated set of new and proposed regulations that can vary by province, each with its own securities regulator.

There are two types of rules in the works in Canada right now: The startup exemption, which was approved in May by six provinces; and the crowdfunding exemption, the latter of which is being driven by Ontario, and is still in the proposal stage.

The startup exemption has been adopted by B.C., Saskatchewan, Manitoba, Quebec, New Brunswick and Nova Scotia. It allows companies with head offices in these provinces to raise up to $500,000 per year – but no more than $250,000 in one offering. Individual investments are capped at $1,500 per deal.

The crowdfunding exemption Ontario has on the table is more broad, allowing for a maximum of $1.5-million to be raised each year, with a $2,500 ceiling for individual investors per deal, to a maximum of $10,000 a year. Ontario also wants crowdfunding portals to be registered with securities regulators as dealers, which is not required under the other provinces’ crowdfunding model.

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“We think those limits are appropriate for our market,” said Monica Kowal, vice chair at the Ontario Securities Commission (OSC). The OSC plans to deliver its proposal to the Ontario finance minister for approval this fall.

Ontario is working with regulators in some of the other provinces behind the startup exemption to see if their regulations can co-exist.

FrontFundr is among the first platforms to take advantage of the startup exemption from its home province of B.C. It launched in May and started off raising money for Guusto, a mobile gifting app that lets users send a gift, like a restaurant coupon or bottle of wine, to others. The offering allows investors to put in between $500 and $1,500 into the venture.

“It’s a great opportunity to unlock value in Canadian companies and attract investors from around the world,” FrontFundr chief executive Peter-Paul Van Hoeken said of the new startup exemption.

Even though the rules have changed, Mr. Van Hoeken said companies must still actively seek out investors and educate them about equity crowdfunding.

“Now that we have rules in Canada doesn’t mean we have crowdfunding in Canada,” he said. “Canada is conservative. It’s not like everyone is knocking on our door saying, ‘This is great. This is what we’ve been waiting for!’ It’s a process.”

The education includes not only telling investors about the new rules, but also the risks.

“We as a platform are trying to make sure everyone understands the risks and rewards,” said Mr. Van Hoeken.

Experts say more than half of startups ventures fail, which is partly why regulators are putting restrictions on the equity crowdfunding sector as a way to protect investors.

Mr. Asano of the NCFA said his association is rolling out an equity crowdfunding education campaign across Canada to help investors better understand the model and its potential.

“We’re excited, but we understand the complexities – and opportunities – that crowdfunding holds,” he said.

Not all equity crowdfunding companies are planning to get involved in the new markets for everyday investors. Some cite the complex patchwork of regulators and regulations and prefer to stick with the larger, accredited investor market, which deals with higher sums.

Continue to the full article --> here

 

Register for Half-Day Toronto Equity Bootcamp on July 28 (more info)

NCFA_Equity_Bootcamp_banner2_Jul28

 

The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada non-profit actively engaged with both social and investment crowdfunding stakeholders across the country.  NCFA Canada provides education, research, leadership, support and networking opportunities to over 1100+ members and works closely with industry, government, academia, community and eco-system partners and affiliates to create a strong and vibrant crowdfunding industry in Canada.  Learn more About Us or visit ncfacanada.org.

OSC publishes Corporate Finance Branch 2014-2015 Annual Report

OSC News Release | July 14, 2015

OSC_150

TORONTO – The Ontario Securities Commission (OSC) today published OSC Staff Notice 51-725 Corporate Finance Branch 2014-2015 Annual Report.

This report provides key information to the individuals and entities the OSC regulates, as well as their advisors, to help them comply with regulatory obligations. It contains observations and guidance from compliance work conducted by the Corporate Finance Branch in fiscal 2015 in several areas, including continuous disclosure and prospectus reviews.

“We strongly encourage issuers, insiders and their advisors to review the report and to use the findings and guidance presented in the report to inform and strengthen their compliance with Ontario securities law,” said Huston Loke, Director of Corporate Finance at the OSC.

The report also provides details on the branch’s policy initiatives in fiscal 2015, including an update on the OSC’s exempt market initiatives. The exempt market is an integral part of the Ontario capital markets and the OSC has been engaged in a review since 2012, considering ways to foster greater access to capital for businesses while protecting the interests of investors. As part of this ongoing effort, the OSC anticipates publication in final form of an offering memorandum prospectus exemption and a crowdfunding regime and their delivery to the Minister of Finance for decision in the fall of this year.

The mandate of the OSC is to provide protection to investors from unfair, improper or fraudulent practices and to foster fair and efficient capital markets and confidence in the capital markets. Investors are urged to check the registration of any persons or company offering an investment opportunity and to review the OSC investor materials available at http://www.osc.gov.on.ca

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For Media Inquiries:  media_inquiries@osc.gov.on.ca
For Investor Inquiries: OSC Contact Centre
416-593-8314
1-877-785-1555 (Toll Free)


View the original news release --> here

 

On pages 21-23 of the report, the OSC also outlines its ongoing work – new tools to raise capital from broad investor base: 

There are two other initiatives intended to facilitate capital raising by businesses from a broad
investor base.

  • Offering memorandum prospectus exemption (OM exemption) – In March 2014, the OSC published for comment an OM exemption, which would allow businesses to raise capital based on a comprehensive disclosure document being made available to investors. The exemption would be available for a wide range of businesses at different stages of development and would provide businesses with access to a broad investor base.
  • Crowdfunding regime – At the same time, the OSC published for comment a crowdfunding regime that would enable early stage businesses to raise capital from a large number of investors through a registered online funding portal. The proposed regime included both a crowdfunding prospectus exemption and regulatory requirements applicable to an online crowdfunding portal.

We worked closely with other CSA jurisdictions in formulating the OM exemption and the
crowdfunding regime. The securities regulatory authorities in Alberta, New Brunswick, Québec and Saskatchewan published for comment proposed amendments to the existing OM exemption currently available in those jurisdictions that were similar to the OM exemption that the OSC published for comment. The securities regulatory authorities in Manitoba, New Brunswick, Nova Scotia, Québec and Saskatchewan published for comment the crowdfunding regime.

The comment period ended in June 2014 and the participating CSA jurisdictions collectively received approximately 916 comment letters regarding the OM exemption and approximately 45 comment letters regarding the crowdfunding regime.

We have reviewed the comment letters and discussed the feedback from stakeholders with the other participating CSA jurisdictions in order to move forward in a collaborative, harmonized manner, where possible. In addition, we have consulted with our advisory committees, including the Exempt Market Advisory Committee and the Small and Medium Enterprises Committee, to develop responses to the feedback that appropriately balance efficient capital formation and investor protection.

Two key themes emerged in the comment letters.

  • Need for greater harmonization – Several stakeholders highlighted the benefits of
    harmonized regulation of the exempt market. In response to those comments, we have worked closely with the other participating CSA jurisdictions to achieve greater harmonization, where possible.
  • Concerns regarding restrictions on capital raising – Several stakeholders expressed
    concerns that certain aspects of the proposals, such as the proposed investment limits, may
    have been too restrictive to significantly facilitate capital formation. As a result, we plan to
    make changes to respond to those concerns.

To address these questions, we would like to share with stakeholders our plan for moving forward.

  • Timing – The OSC intends to publish the OM exemption and crowdfunding regime in final form and deliver the rules to the Minister of Finance for decision in fall 2015.
  • Planned direction – After taking into account the feedback from stakeholders, our intention is that the final form of these capital raising tools in Ontario will include the following key elements.

OM Exemption

Crowdfunding regime

  • comprehensive disclosure document at point of sale
  • no limit on the amount of capital an issuer can raise
  • investment limits for investors, other than those who would qualify as accredited investors or investors who would qualify to invest under the family, friends and business associates exemption, substantially along the following:
    • in the case of a purchaser that is not an eligible investor, $10,000 in a 12-month period
    • in the case of a purchaser that is an eligible investor, $30,000 in a 12-month period
    • in the case of a purchaser that is an eligible investor and that receives advice from a portfolio manager, investment dealer or exempt market dealer that an investment above $30,000 is suitable, up to $100,000 in a 12-month period
  • risk acknowledgement form signed by investors
  • ongoing disclosure made available to investors, including audited annual financial statements, annual notice regarding the use of the money raised and notice of a limited list of significant events
  • streamlined offering document at point of sale
  • limit of $1.5 million on amount an issuer group can raise in a 12-month period
  • all investments through a funding portal that is registered with securities regulators
  • low investment limits for investors who do not qualify as accredited investors ($2,500 in a single investment and $10,000 under the exemption in a calendar year) with higher investment limits for accredited investors and no investment limits for permitted clients
  • risk acknowledgement form signed by investors
  • ongoing disclosure made available to investors, including annual financial statements, annual notice regarding the use of the money raised and notice of a limited list of significant events

Register for the Equity Crowdfunding Bootcamp on July 28 in Toronto

Related: 

The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada crowdfunding hub providing education, advocacy and networking opportunities in the rapidly evolving crowdfunding industry. NCFA Canada is a community-based, membership-driven entity that was formed at the grass roots level to fill a national need in the market place. Join our growing network of industry stakeholders, fundraisers and investors. Increase your organization’s profile and gain access to a dynamic group of industry front runners. Learn more About Us or contact us atcasano@ncfacanada.org.

Equity Crowdfunding Leader OurCrowd Opens Canadian Office; Targets 1st Investment in Canadian Company Influitive

Businesswire Release | Jul 14, 2015

David Shore OurcrowdOurCrowd Makes 'Landmark Entrance’ into Canadian Tech Scene; Prominent Canadian Venture Capital Executive David Shore to Head Canadian Office

JERUSALEM & TORONTO--(BUSINESS WIRE)--OurCrowd, the world’s leading equity crowdfunding platform, has announced the launch of its Canadian operations targeting a $1M investment in Canada-based advocate marketing leader Influitive.

“We are proud to be the first OurCrowd investment in Canada”

OurCrowd’s new Canada office will be headed by David Shore, a well-known Canadian technology venture capital executive with over 20 years of experience.

Influitive, founded by CEO Mark Organ in 2010, helps companies build teams of advocates to drive sales and create buzz through often-underutilized channels such as referrals, recommendations, reviews and more. A pioneer in B2B advocate marketing software, Influitive is already producing segment-leading revenues from more than 200 enterprise customers, including Acquia, Atlassian, DocuSign, HireVue, Hootsuite, HP Software, Marketo, and Oracle. Mark Organ’s prior startup company, Eloqua, was acquired by Oracle in 2013 for $871M.

OurCrowd is investing in Influitive because of its own use of the Influitive AdvocateHub product for mobilization of its large global investor community on behalf of its startups. OurCrowd founder and CEO Jon Medved explained, “There is no better way to source an investment than to be a happy customer. The company and its product impressed OurCrowd, and we asked to be included as a funder. We are delighted to invest in Influitive as our first venture in Canada.”

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"We are proud to be the first OurCrowd investment in Canada," said Influitive CEO Mark Organ. "It is exciting to have an investor who came to us because they used and loved our product. This really is what advocate marketing is all about."

OurCrowd’s new Canadian Director, David Shore, brings an impressive track record as a venture capitalist and was a top ranked equity analyst at Mackie Research, CIBC, and Desjardins. Shore will be responsible for building the Canadian investor base for OurCrowd as well as sourcing new deals for the platform.

“I am excited to be joining the OurCrowd team as it continues its growth into Canada’s burgeoning tech hub,” said David Shore, Director of Investor Relations, OurCrowd Canada.

“The Canadian market presents a significant opportunity for OurCrowd since startup investing is on the rise in Canada and most investors until now have not had access to high quality deals such as those available on OurCrowd. I look forward to bringing additional trailblazers from the Canadian tech ecosystem onto the OurCrowd platform, and to opening up the global technology market to accredited Canadian investors."

David Shore Bio: As the Managing Director of Terracap Ventures, David developed the firm's overall corporate strategy. David also served as Head of the Technology Group for Mackie Research Capital in the Equity Research department covering Software & Media sectors. Additionally, David is consistently ranked as a leading technology analyst (software) in Canada, and sits on the Advisory Board of the Canadian Innovation Exchange.

Following a commitment made by Medved at the Canadian Crowdfunding Summit in March that OurCrowd would open an office in Canada, Hon Brad Duguid, MPP, Ontario’s Minister of Economic Development, Employment and Infrastructure said, “I’m thrilled to see OurCrowd’s landmark entrance into Ontario’s growing technology, health sciences and venture capital markets. OurCrowd is an innovative global equity crowdfunding leader, providing significant entrepreneurial and start-up opportunities to individuals and businesses. I look forward to their continued success and growth into our province, and to Ontario companies showcasing their talent and entrepreneurial skills to attract investment and strengthen our economy.”

About OurCrowd: OurCrowd is a leading global equity crowdfunding platform for accredited investors to invest in Israeli and global companies. Managed by a team of well-known professionals and led by serial entrepreneur Jon Medved, OurCrowd vets and selects opportunities, invests its own capital and brings these startups to its accredited membership. OurCrowd investors must meet stringent accreditation criteria and invest a minimum of $10,000 per deal of their choice. OurCrowd provides post-investment support to its portfolio companies, assigning industry experts as mentors and taking board seats. OurCrowd has raised over $140 million in equity crowdfunding for its 72 portfolio companies including Borro, BillGuard, Consumer Physics (SCiO), BioCatch, Abe’s Market and ReWalk (NASDAQ:RWLK), OurCrowd’s first portfolio company to complete a successful IPO. Visit us online at http://www.ourcrowd.com/

For Press Materials: http://blog.ourcrowd.com/index.php/canada/

Contacts

OurCrowd
Press:
Leah Stern
Director of Communications
IL: +972.54.341.4861
UK: +44.7470.196.826
USA Phone: +1.877.848.0964 ext. 2
leah@ourcrowd.com
or
OurCrowd Canada
David Shore, +1-416-258-6822
Director of Investor Relations
david.shore@ourcrowd.com
2 St. Clair Ave W, Suite 1002
Toronto, ON M4V 1L5

 

The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada non-profit actively engaged with both social and investment crowdfunding stakeholders across the country.  NCFA Canada provides education, research, leadership, support and networking opportunities to over 1100+ members and works closely with industry, government, academia, community and eco-system partners and affiliates to create a strong and vibrant crowdfunding industry in Canada.  Learn more About Us or visit ncfacanada.org.

CircleUp Raises $22M To Invest In Consumer Brands On Its Crowdfunding Platform

TechCrunch by Ingrid Lunden | July 13, 2015

circleup

As crowdfunding sites like Tilt and GoFundMe and lending site Funding Circle raise large rounds to take their businesses to the next level, a startup that sits in the same area of web-based fundraising is trying a new approach. CircleUp, a crowdfunding platform for consumer brands to raise money from accredited investors, has closed a $22 million fund of its own to back a range of brands on the platform.

The Consumer Growth Fund, as it is called, will match investments made on its platform by others — not take the lead on funding itself, in order to avoid conflict with other investors.

Related: SeedUps Canada is Self-Crowdfunding as Market Heats Up Around the World

The size of the fund nearly matches the amount CircleUp has raised for its own business. To date the company has picked up over $23 million from investors that include Canaan Partners, Google Ventures, Union Square Ventures and Maveron, among others.

While companies like Kickstarter have been known to make occasional investments in startups that are raising money on their platforms, CircleUp’s COO and co-founder Rory Eakin says this $22 million fund is a first — no other crowdfunding marketplace has raised a fund to invest in deals on its own platform before.

Unlike AngelList, which focuses on tech startups, or Kickstarter or Indiegogo with their mix mainly of hardware and creative projects, CircleUp is used primarily by businesses that are not tech in their focus but are using advances in technology (including CircleUp’s fundraising platform) to grow.

>>> Register for the Equity Crowdfunding Bootcamp on July 28 in Toronto <<<

CircleUp taps into a wider trend we’re seeing in the U.S. and other markets. The number of smaller, new brands hitting the market has been blowing up in recent years — propelled by a wave of consumer sentiment away from mass market products and towards more local, organic and less common alternatives. CircleUp estimates that large packaged-goods companies have lost around $4 billion in the U.S. alone in the last year to smaller producers.

Among typical examples and funding sizes on the platform, Bhakti Chai raised $850,000 on CircleUp; and sportswear brand Hylete raised $1.4 million.

Up to now, CircleUp has focused on individual investors backing specific businesses, either on their own or through “Circles,” diversified investment funds introduced on the platform last year that are led by individual investors or organised around a specific theme. These are rolling investment vehicles that appear to work similar to AngelList syndicates.

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CircleUp’s existing business has already seen some traction, with 100 businesses collectively raising over $100 million on the platform since 2012, and more individual investments in the last month than in the 15 months before that. (CircleUp is selective about who it permits to raise on its platform, vetting the companies itself before giving a green light.)

On top of funding, it also has built a network of relationships with larger strategic businesses like General Mills, J&J and eBay, which the smaller companies can tap with questions.

Continue to the full article --> here

 

 

 

The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada non-profit actively engaged with both social and investment crowdfunding stakeholders across the country.  NCFA Canada provides education, research, leadership, support and networking opportunities to over 1100+ members and works closely with industry, government, academia, community and eco-system partners and affiliates to create a strong and vibrant crowdfunding industry in Canada.  Learn more About Us or visit ncfacanada.org.

 

 

The Equity Crowdfunding Dilemma: Public or Private Fundraising?

Forbes by Chance Barnett | July 9, 2015

Private-vs-public-1

Startup investing and fundraising is moving from the boardroom to the deal room (online) as new laws for equity crowdfunding in the U.S. have come into effect over the last two years.

Prior to this, traditional fundraising has been a fractured process that takes place across hundreds of private emails, calls and in person pitch meetings. But now, early stage venture capital is being disrupted and moving online in a more public way.

The data shows that of the 8+ million qualified (accredited) investors in the U.S., only an estimated 3% have ever invested in a private startup. But now the opportunity has opened up for more of this group to invest online with experienced professional investors.

Alongside this, tens of thousands of startups are opting to use the web and equity crowdfunding to find, pitch and close investors.

Related:

Yet as CEO of Crowdfunder.com and an early participant in JOBS Act legislation, I’ve watched a surprising “private market” trend develop where startups choose a more closed and non-public route of equity crowdfunding, even though they have more public option available to them.

To understand this trend and what it means for startup founders and investors, you’ll need a brief background.

Public vs. Private Equity Crowdfunding Laws

It was September of 2012 when the SEC finalized Title II of the JOBS Act, bringing with it new equity crowdfunding laws that allow startups (private companies) to publicly advertise their fundraising activities, while limiting investment to accredited investors only.

This brought startup investing squarely into the Digital Age as fundraising online for startups has burgeoned on top equity crowdfunding sites. What’s more…trends show that as an overall funding source by 2016 crowdfunding will be bigger than VC.

But while equity crowdfunding has enabled startups to publicly fundraise online, some startup companies have not chosen to take this new public fundraising route available to them under Title II equity crowdfunding.

Instead, a majority of startups have opted to do their equity crowdfunding in a more private way – electing to limit their fundraising to the private accredited investor communities pre-registered and qualified inside equity crowdfunding platforms.

The technical specifics of Public vs. Private fundraising mean that startups use the Reg D 506(b) exemption for private fundraising and the 506(c) exemption for public fundraising, also known as general solicitation. (SEC info)

This private trend begs the question: if fundraising is part of the lifeblood of startups, why are some companies not using the same public promotions they use to find customers online, to find investors?

Related: [Breaking News]: Certain Canadian securities regulators to adopt start-up crowdfunding exemptions

Why Use Private Equity Crowdfunding?

One reason some startups are fundraising privately could be due to a lack of perceived or real need. Equity crowdfunding platforms are doing the work of aggregating larger pools of active accredited investors inside their private communities.

With that, fundraising strictly within these private accredited investor networks can put a company in front of thousands of potential investors and has the capacity to drive millions in funding. But not all startups are successfully funded under the private fundraising route, and they miss out on potential investors they might have found publicly.

It’s also likely that startups opt for private fundraising due to a lack of education and clarity about the rules and regulations of public fundraising. With crowdfunding laws taking years to be passed by regulators after being voted in by Congress, some companies are simply confused or unaware that general solicitation is SEC-approved, or furthermore unclear what’s required to utilize it.

>>> Register for the Equity Crowdfunding Bootcamp on July 28 in Toronto <<<

Why Use Public Equity Crowdfunding?

Startups that don’t use public fundraising miss out on the true social and collaborative power of the web, social media and PR to tell their story and attract potential investors. Without this, there can’t be a far-reaching campaign that finds and attracts investors who didn’t already know the company or who weren’t already on an equity crowdfunding platform or connected to the company.

Rewards-based crowdfunding depends almost entirely on this dynamic.

It’s also the case that some startups are more predisposed to wanting and understanding the benefits of a more public fundraising process – as they aim to recognize benefits from added marketing and brand-building and customer engagement that can come from allowing the public and your fans to also become investors.

The Legal Requirements of Public Fundraising

As someone who runs an equity platform, I see firsthand that many startup founders are unclear on what really is required when deciding to go the public fundraising route.

In short, there are two basic requirements to public fundraising (506c offerings):

  1. File a Form D online and denote that you’re using the 506(c) exemption within 15 days of taking in first funding into a given offering.
  2. Take reasonable steps to verify that all investors are accredited. This can be done via income/tax statements from the investor or a letter from an investor’s accountant or attorney attesting to their accredited status. Many equity crowdfunding platforms perform this as a service for startups publicly fundraising.

The risks of this are that if the SEC were to look into your fundraising activity and found that a non-accredited investor participated in a publicly marketed round, the startup would be banned from fundraising for one year.

It’s also worth noting that the SEC also finally ruled on Reg A+ offerings that can be publicly solicited and can accept non-accredited investors as well. Unfortunately, the time and costs associated with doing this are too prohibitive for this route to be a fit for nearly any early stage startup without a lot of money already in the bank.

Continue to the full article on Forbes.com --> here

 

The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada non-profit actively engaged with both social and investment crowdfunding stakeholders across the country.  NCFA Canada provides education, research, leadership, support and networking opportunities to over 1100+ members and works closely with industry, government, academia, community and eco-system partners and affiliates to create a strong and vibrant crowdfunding industry in Canada.  Learn more About Us or visit ncfacanada.org.

 

Toronto Event (July 28, 2015): Equity Crowdfunding Bootcamp

NCFA Canada (past events) | Craig Asano | July 7, 2015


 

WORKSHOP OVERVIEW

Date: July 28, 2015

Venue:  Dentons Canada LLP

77 King Street West, Suite 500, TD Centre, Toronto, M5K 0A1 (map)

Time: 8:30am – 12:30pm

Registration: $20 Early Bird / $25 members / $35 non-members

All tickets include continental breakfast.  Add 13% HST.

SOLD OUT!!

Waitlist available and a small block will be available at the door $40 +HST

Register_now

D


 - ESSENTIAL EDUCATION SERIES -

"Crowdfunding, especially equity crowdfunding, is a relatively new concept and there is limited technical guidance.  BDO Canada LLP is knowledgeable and up to date on guidance as it occurs.  BDO is there to help you with interpretation of the guidance and assist with accounting and taxation issues as they arise." - Alexandra Hardy, CPA, CA, Partner, BDO Canada

"The regulation of crowdfunding in Canada, the US and globally is dynamic and forever evolving. Dentons is poised to guide the global market in this area." -Jason Saltzman, Partner, Dentons Canada LLP

 

Equity Crowdfunding Bootcamp Overview

This is a half day workshop + networking that covers essential equity crowdfunding education for issuers, investors and all other parties interested in understanding equity crowdfunding rules, transactions, international best practices and investment perspectives. Learn from and interact with active practitioners in crowdfunding markets including platforms (dealers), investors, attorneys, accountants and marketing experts. This workshop is designed for those interested in or actively engaged in the process of raising equity capital online through the issuance of securities.

Agenda (Half-day + Networking)

8:30AM  Registration, Continental Breakfast and Networking
8:55AM  Welcome and Introductions
9:00AM  Angel and VC Investment Perspectives, Funding Options
9:30AM  Active Issuer, Equity crowdfunding platforms, Online marketing
10:00AM  Regulations, legal and compliance in Canada and US
10:30AM  Networking Break
10:45AM  Risks & challenges (what not to do) | Best Practices (what to do)
11:15AM  Accounting, Tax, Financial planning
11:45AM  Q&A Discussion
12:00PM  Networking until close

Some questions you can expect to be answered:

Equity Crowdfunding Overview

  • What is equity crowdfunding and is it currently legal in Ontario?
  • What funding options are available for those seeking to raise equity capital? Is equity crowdfunding right for you?
  • We’ve already raised capital via product/reward-based crowdfunding; what do we need to do to get ready to raise equity?
  • Is equity crowdfunding really a new asset class and how should investors evaluate these new markets and investment opportunities?

Current Status of Equity Crowdfunding in Canada

  • What does the adopted start-up exemption mean for Ontarian issuers?
  • What is the status of Ontario's proposed crowdfunding exemption?
  • Can Canadian issuers participate in a cross-border equity crowdfunding raise from a U.S. or international platform?

Equity Crowdfunding Investment Considerations

  • What are the risks involved with an equity crowdfunding raise and how to avoid them?
  • What are the best practices for planning and budgeting for an online equity crowdfunding capital raise?
  • What is the due diligence and on-boarding process for a typical equity crowdfunding platform?
  • What are the key financial, legal, and tax considerations when planning for an equity crowdfunding raise,?
  • Is equity crowdfunding only for start-ups or can reporting issuers and post-revenue companies seeking growth capital apply?

Speakers:

Craig Asano, Founder and Executive Director, NCFA Canada

Craig AsanoCraig has amassed over 15+ years of experience as a marketing strategist, software technologist and start-up entrepreneur in technology, finance, manufacturing and real estate sectors. He is a leader, advocate and development professional of interactive web, data, CRM, campaign management, BI and marketing automation and new venture development projects.  He is actively involved in developing the Canadian Crowdfunding industry at a grass-roots level connecting with industry stakeholders, crowdfunding leaders and key participants across the country.  He has has spearheaded multiple programs and initiatives such as the inaugural 2015 Canadian Crowdfunding Summit, National Ambassadors outreach program, and NCFA Canada’s advocacy efforts to advance equity-based Crowdfunding regulations in Canada.

Jason Saltzman, Partner, Dentons Canada LLP

avatar.jpg.320x320pxJason Saltzman practices corporate finance and securities law, with an emphasis on securities offerings, mergers and acquisitions, private equity and venture capital transactions, as well as all other aspects of corporate and securities law.Jason works with both established and emerging companies world-wide, primarily in the mining, technology, life science, cleantech (including renewable energy, water tech and ag tech), industrial, mid-tech and digital media and entertainment sectors. He assists issuers, investment dealers, and institutional and private investors on complex equity and debt financing transactions, ranging from start-up investments, venture capital and private equity investments, to larger public offerings and project finance. 
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Marc H. Mandel, Senior Managing Associate, Dentons LLP

mandel marc

Marc Mandel is a transactional lawyer and a member of Dentons' Corporate practice and its Intellectual Property and Technology practice. He represents domestic and international enterprises at all stages of growth in financing transactions, joint ventures, acquisitions and divestitures, and in protecting and leveraging intellectual property. In all areas of practice, he focuses on providing practical advice and distilling complex areas of law into actionable strategies.

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Dan Nagle, CPA, CA, BDO Canada

Dan NagleDan is a Senior Manager with BDO in the Assurance and Advisory group. He is an accountant and trusted advisor dedicated to helping clients achieve their goals. Dan has over 8 years of experience dealing with a wide range of technology and manufacturing companies and specializing in the areas of business advisory services, growth strategies, tax planning, corporate structuring, strategic and succession planning, cash flow analysis and audit services.

Alexandra Hardy, CPA, CA, Partner, BDO Canada

Alexandra HardyAlexandra Hardy is a Chartered Accountant and Partner with BDO in Waterloo. With over 18 years of experience in the area of accounting and auditing, operational analysis and financial management, she is a professional advisor to many owner-managers in various industrial sectors including technology, professional services and distribution.  Alex is a member of BDO’s National Technology and Life Sciences Group and is the leader of the regional team representing the sector. Alex has a large client base consisting of numerous technology clients at various stages of development.

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Matthew McGrath, CEO, Optimize Capital Markets

mattmcgrath_150Following on a 12 year career at the RBC Financial Group, Matthew McGrath successfully launched the Optimize Financial Group™ 4 years ago with offices now in both Toronto and New York City.  Optimize Capital Markets™ (The OCMX) is building the Largest Institutional Crowdfunding Marketplace in North America where Institutional and Accredited Investors can discover and trade in Private Investment Opportunities.  Typical deals include Infrastructure Projects, Large Real Estate Developments, and Proven Technology Companies.  Since launching out of Toronto in September of 2009, Optimize Capital Markets™ has since expanded its operations to include Quebec, Alberta, and British Columbia.
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Sunil Sharma, Managing Partner, Extreme Venture Partners

Sunil Sharma
Seed to early growth stage investments focussing on open data, big data, internet-of-things, mobile, cloud, connected devices and other big ideas. Toronto-Waterloo focus.
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Yuri Navarro, Executive Director, National Angel Capital Organization (NACO)

Yuri_NavarroYuri Navarro is a strategy consultant with more than eight years of experience working with government and businesses in the Ontario technology sector. In his role as Executive Director, Yuri brings his unique mixture of public and private sector experience to help expand NACO’s role as the leading organization representing Canadian Angel Investors with industry and government. Yuri has presided over the renewal and growth of the National Angel Capital Organization since 2012 by focusing on the organization’s value to stakeholders and supporting the growth and professionalization of Canada’s Angel asset-class with resources, best practices and research.

Marc Kaipio, Capital Markets, The Funding Portal

Kaipio_Marc - Photo 3359Mr. Kaipio began his capital markets career in 2001 in Corporate & Investment Banking at Scotia Capital. Since then he has held corporate finance, institutional sales, institutional trading, research, and investment management positions at investment and merchant banking, and hedge fund companies.  Mr. Kaipio graduated with First Class Standing from the Honours Bachelor of Commerce program at Lakehead University and from the Master in Business Administration program at the Richard Ivey School of Business at The University of Western Ontario.

Sean Stanleigh, Managing Editor, The Globe and Mail

sean stanleighSean Stanleigh is Managing Editor of the Globe Content Studio at  The Globe and Mail, overseeing all of the company's commercial content. He has an extensive background in journalism as an editor in a variety of disciplines, including national, foreign and local news, as well as small business. Sean is co-founder of The Entrepreneurship Society, a networking group for high-growth business owners, and he volunteers his time as a mentor and adviser for several non-profit organizations.

Carlos Pinto Lobo, Chief Compliance Officer, The SVX

Carlos Pinto LoboCarlos is an accomplished, compliance, governance and risk management professional with over 25 years of extensive experience in the financial services industry, including futures, options, retail compliance, LCM, SOX, credit, operational risk management, anti-money laundering, privacy regulations and successful business solutions.  Carlos has had previous roles as a Director and VP at CIBC, Deutsche Bank AG, Alpha ATS, and BMO InvestorLine Inc., as well as been a guest speaker at a variety of industry related events. He has also been instrumental in the development of regulatory regimes and groundbreaking industry initiatives.

Frank Sinopoli, CEO, Coupgon

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Frank Sinopoli has served as a Director and CEO of   Coupgon since July 2012. Mr. Sinopoli is responsible for the operations of the company with a focus on providing retail stores, brands and shoppers with an agile mobile application for digital coupons. Prior to that, Mr. Sinopoli founded minggy.com, a B-to-C platform that allowed customers to tender tasks to the market without the need to search for service providers while providing real leads in real time to local businesses. Mr. Sinopoli also started a transportation company in 2007, Ranger Moving Systems, which he sold in 2012. Mr. Sinopoli has won numerous sales and business development awards.

David Shore, Director of Investor Relations, OurCrowd

David Shore Ourcrowd

David Shore's experience prior to OurCrowd includes roles in venture capital and equity research. As the Managing Director of Terracap Ventures, Mr. Shore developed the firm's overall corporate strategy. He also served as Head of the Technology Group for Mackie Research Capital in the Equity Research department covering Software & Media sectors. Mr. Shore was consistently ranked as a leading technology analyst (software) in Canada, and prior to joining Mackie Research Capital worked at leading financial institutions, including Desjardins, CIBC World Markets, and First Marathon. His operational experience includes roles as CFO at several startups including Cavet and Beam Networks. He also sits on the Advisory Board of the Canadian Innovation Exchange. Additionally, Mr. Shore was a board Director at Sarda Technologies and Helix Medical Systems and recently joined The Next 36 as an advisor.

 


 

Why attend this workshop?

1. Learn Market Insights and Opportunities from Industry Experts:  Global crowdfunding, fintech and alternative finance markets continue to grow rapidly playing a significant role in mobilizing capital and resources to help launch and scale new ventures, social enterprises, small businesses and high growth SMEs.  Has crowdfunding reached an industry tipping point (read UK Crowdcube founder's perspective here)?

  • Global crowdfunding markets grew 167% from $6.1 billion in 2013 to $16.2 billion in 2014 due to heightened market activity, increased infrastructure and better integration and support from traditional capital market ecosystems.
  • Get the leading research...2015 Global Crowdfunding Industry Report here.
  • Learn why financial firms are joining the crowd and how to leverage technology to improve financial transactions.  More deals, wider networks and distribution, automated IR, integrated capital stack, marketing automation/CRM and analytics.
  • Find out why private angel investors, VC groups, fund managers and corporate investors are seeking to work with emerging crowdfunding companies, affiliates and partners.

2. Discuss Regulatory Changes:  The Canadian crowdfunding industry is poised for growth with 6 provinces recently adopting the new Start-up Exemption (see ‘Canadian Securities Breakthrough’), a financing instrument aimed at enabling start-ups and available to both new crowdfunding portals and existing Exempt Market Dealers (EMDs):

  • On May 14, 2015, the securities regulatory authorities of British Columbia, Saskatchewan, Manitoba, Québec, New Brunswick and Nova Scotia (the 6 participating jurisdictions) announced that they were adopting substantially harmonized registration and prospectus exemptions (the start-up crowdfunding exemptions) to allow start-up and early-stage companies in these jurisdictions to raise up to $500,000 per calendar year through online funding portals.
  • On Mar 20, 2014, the Ontario Securities Commission (OSC) proposed four new capital raising exemptions including a new Crowdfunding exemption that would allow issuers to raise up to $1,500,000 per calendar year (read) and expect to publish an update on next steps this fall 2015.

3.  Essential Education and Networking:  Learn best practices including 'what not to do' from current case studies and expert practitioners.  Discuss your questions with experts and peers.  Connect with peers that can assist your company to tap into emerging capital raising, marketing, financial/business planning and infrastructure services and opportunities.

Who should attend the workshop?

  • Start-ups and SMEs seeking to raise seed/growth capital and expand their networks
  • Private angel investors, VC groups, fund managers, corporate and retail investors
  • Entrepreneurial and innovation networks seeking to raise capital and commercialize ventures including incubator/accelerators, entrepreneurs, start-ups, high impact SMEs
  • All other parties interested in new venture development opportunities, small business growth, financial technology and equity financing including government, media journalists, industry and funding specialists
  • Those interested in networking with emerging market channels and high growth sectors

Haven't been to an NCFA Canada event before?

Click to view our previous events:  here

Click to view the Inaugural 2015 Canadian Crowdfunding Summit:  Infographic | Post event report

 

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The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada non-profit actively engaged with both social and investment crowdfunding stakeholders across the country.  NCFA Canada provides education, research, leadership, support and networking opportunities to over 1100+ members and works closely with industry, government, academia, community and eco-system partners and affiliates to create a strong and vibrant crowdfunding industry in Canada.  Learn more About Us or visit ncfacanada.org.

Crowdcube Founder Claims An Industry Tipping Point

Forbes | Trevor Clawson | July 8, 2015

Crowdcube“Our first raise was for £75,000. It took four months to raise the money,” says Darren Westlake, co-founder of equity crowdfunding business, Crowdcube. “This year JustPark raised £3.7m in a matter of weeks.”

Westlake is reflecting on the changing face of equity crowdfunding.

When Crowdcube launched in the UK back in 2011 it was a novel concept.Those who kept a finger on the internet pulse were probably aware that rewards-based crowdfunding sites were helping inventors, small businesses and creatives raise cash, but here in the UK Crowdcube was the first platform that enabled individuals to invest small amounts in early stage businesses in return for shares. Investors could put up as little as £10.

But equity crowdfunding is no longer a novelty. According to figures published by innovation agency, Nesta, the UK crowdfunding industry successfully raised £84m in 2014 and the sector is growing at an annual rate of 410%.

And what we’re also seeing is an evolution in the marketplace. Citing the £3.75m raised by JustPark and a total of £1.7m secured across two campaigns for Estates Direct, Westlake says larger sums are being raised. “If you go back to 2012, the average raise on Crowdcube was about £115,000,” he says. “Today the average is about £500,000.”

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Speaking to me ahead of a presentation of the Wired Money conference in London, Westlake argues that equity crowdfunding is approaching a tipping point as it broadens its appeal to both investors and companies.

On the funding raising side of the equation, Westlake says that crowdfunding is attracting a broader range of business types. “We used to be very strong on attracting B-to-C companies, “ he says. “But now what we’re also seeing is more B-to-B companies coming on board.”

Meanwhile the investor base is widening out. “We are still getting investors from the “crowd,” he says of Crowdcube. “But we are also attracting angels, VCs, EIS (Enterprise Investment Scheme) funds and Seed Funds.”

Access To Quality

So why does an angel or a fund manager come to a crowdfund platform when he or she could be sourcing deals through the usual channels. “It’s not the mechanism of crowdfunding that appeals,” says Westlake. “It’s the fact that they can get access to high quality companies.”

Potentially there is a virtuous circle here. As the companies pitching via crowdfund platforms grow more diverse and the overall quality rises, professional investors are attracted. That in turn attracts more companies, including businesses seeking to raise larger sums of money. And in some cases their fund raising is supported by hybrid investments involving both institutions and the ‘crowd.’

Related:  Get the latest 2015 Global Crowdfunding Industry Research Report

Of course, this raises a question. If investment through the bigger and more successful crowdfunding platforms becomes more professionalised will the original investors – the man or woman with £50 to spare – be driven away. Equally, will small companies be deterred by the presence of longer-established businesses seeking larger sums.

In the case of Crowdcube, the management team has given this prospect some thought. “What we want to so is offer a service to all classes of companies, “ says Westlake. “For instance, we have developed a sprint programme for companies raising a SEIS (Seed Enterprise Investment Round). There is a lot of due diligence to do on early stage businesses, but we aim to get companies live in 14 days with no administration fees.” And of course, there are other platforms, some aimed at smaller companies.

Continue to the full article --> here

 

The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada non-profit actively engaged with both social and investment crowdfunding stakeholders across the country.  NCFA Canada provides education, research, leadership, support and networking opportunities to over 1100+ members and works closely with industry, government, academia, community and eco-system partners and affiliates to create a strong and vibrant crowdfunding industry in Canada.  Learn more About Us or visit ncfacanada.org.