Karsten Wenzlaff, Advisor
August 26th, 2025
OSC News Release | Nov 27, 2014
TORONTO – The Ontario Securities Commission (OSC) today published an existing security holder prospectus exemption for reporting issuers listed on the Toronto Stock Exchange, TSX Venture Exchange, Canadian Securities Exchange or Aequitas NEO Exchange (upon the effective date of its recognition order). The exemption is the first of several new exemptions to facilitate capital raising by businesses at different stages in their development, while maintaining an appropriate level of investor protection. Subject to Ministerial approval, the exemption will come into effect on February 11, 2015.
The exemption balances interests of issuers and investors. Once in effect, the exemption will allow listed reporting issuers (excluding investment funds) to raise capital from existing security holders on a cost effective basis. The exemption will also enable existing retail security holders to acquire securities of the issuer directly, rather than through the secondary market.
The exemption also includes a number of investor protection measures, including that issuers relying on the exemption must make the offer to all existing security holders as of the record date and investors will be subject to investment limits unless they obtain advice regarding the suitability of the investment. Further, issuers will be subject to liability for, among other things, a misrepresentation in their disclosure record.
A similar exemption has been adopted in other Canadian jurisdictions.
“The exempt market is a crucial source of capital for growing companies, and it is critical that it is globally competitive and that investors can participate in the market with confidence,” said Howard Wetston, OSC Chair and Chief Executive Officer. “This new prospectus exemption is the first of several exemptions we are considering, which are expected to help streamline capital raising for businesses in the exempt market.”
The exemption represents one of four new, potential capital raising tools, which were published for comment by the OSC in March 2014. Three exemptions – a family, friends and business associates prospectus exemption; an offering memorandum prospectus exemption; and a crowdfunding prospectus exemption together with a registration regime for online funding portals – remain under consideration.
The comment period for these exemptions closed in June 2014. The OSC received approximately 815 comment letters and is considering the feedback received from stakeholders. This work is a priority for the OSC. The OSC’s objective is to publish these three exemptions in final form or, if necessary, for a second comment period as soon as reasonably practicable in the new year.
The OSC is the regulatory body responsible for overseeing Ontario’s capital markets. The OSC administers and enforces Ontario’s securities and commodity futures laws. Its mandate is to provide protection to investors from unfair, improper or fraudulent practices and to foster fair and efficient capital markets and confidence in capital markets.
The objective of the exempt market reform initiative is to facilitate capital raising for start-ups and small and medium-sized enterprises and to modernize Ontario’s exempt market regulatory regime, while adequately protecting investors.
| For Media Inquiries: | media_inquiries@osc.gov.on.ca | |
| For Investor Inquiries: | OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free) |
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. Learn more About Us | Support Canadian Crowdfunding.
The Windsor Star | Grace Macaluso | Nov 26, 2014
Start-ups and small businesses may soon be able to raise capital and issue shares through online crowdfunding under a proposal by the Ontario Securities Commission.
As part of a community outreach tour, OSC vice-chair Jim Turner was in Windsor earlier this week promoting the idea to representatives of the Windsor-Essex Regional Chamber of Commerce and the Odette School of Business at the University of Windsor.
Currently, if a company wants to raise capital by issuing shares it must launch an initial public offering on the Toronto Stock Exchange. The OSC is proposing to implement “prospectus exemptions” for start-ups and small and medium-sized companies that want to access capital with relative ease and minimal costs. It would also allow Canadian investors to invest in smaller enterprises that may otherwise be inaccessible, said Turner.
Crowdfunding is becoming a popular method of funding a project or business venture through small amounts of money raised from a large numbers of people through an Internet portal intermediary. However, entrepreneurs currently cannot issue securities to investors.
The proposed prospectus exemption would strike a balance between making it easier for start-ups to raise capital and protect investors, said Turner.
The proposal imposes a maximum of $2,500 per investment opportunity and a total of $10,000 over one year, said Turner.
An issuer can only raise a maximum of $1.5 million and the investment has to be made through an OSC-registered portal.
Also, investors will have to sign a “risk-acknowledgment form,” said Turner. “It’s high risk because very few start-ups are successful.”
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. Learn more About Us | Support Canadian Crowdfunding.
Huffington Post | Gary Emmanuel | Nov 25, 2014
Eureeca Capital had a great idea. Back in 2013 they launched a slick website that claimed to be the first global online crowdfunding equity platform for small and medium sized businesses. The website featured non-U.S. based companies that were offering to sell shares in exchange for investments for amounts as low as $100. Upon registration with the website, visitors to the website could gain full access to the offering materials of the companies and proceed to invest by depositing funds with Eureeca. The platform however suffered from a fatal flaw, it allowed U.S. persons to invest through Eureeca without any kind of restriction.
The U.S. strictly regulates the manner in which a website can be used to solicit equity investments in a company. Broadly speaking (and in the absence of the adoption of crowdfunding rules by the Securities and Exchange Commission (SEC), a website platform that solicits investments in companies from U.S. investors needs to have procedures in place to ensure that only accredited investors (high net-worth investors that meet certain criteria) can access offering materials and invest under an applicable exemption from registration under the U.S. securities laws. These procedures have generally included having password-restricted access and verification of accredited investor status. None of these procedures were implemented by Eureeca.
The reason for the absence of these procedures was that Eureeca purported to restrict offerings through its platform to so-called "non-U.S. persons" - thereby attempting to avoid U.S. regulation. In its "Terms of Business", terms which an investor was required to agree to prior to registering, it explicitly stated that only non-U.S. persons are permitted to register as investors on the Eureeca website. Nevertheless, the website allowed U.S. persons to gain unfettered access to offering materials and to deposit funds with Eureeca for the purpose of investing. And it was this unfettered access that led to an SEC investigation and eventual enforcement action.
According to the SEC, as of May 2014, Eureeca permitted over 50 persons who selected the U.S. as their "country" to register with their website of which three ended up investing in companies through Eureeca. As a result, the SEC found that Eureeca willfully violated the U.S. securities laws and, among other things, fined them $25,000.
What do we learn from this then? Clearly it's not enough for an equity crowdfunding platform designed for non-U.S. investors to simply post a disclaimer on its website that U.S. persons are not permitted to invest. Substantive procedures need to be implemented to ensure that U.S. persons are actually prevented from accessing offering materials and investing. Fortunately for Eureeca, the SEC fine was not enough to put them out of business. Today, if you access the Eureeca website, a pop-up appears asking visitors to certify they are not U.S. investors, there is a red banner at the top of the site warning visitors that the securities and services of Eureeca are not being offered in the U.S. and in the FAQ section of the website it states that the site does not accept U.S. investors. Presumably, there are further procedures in place to verify any claims made by prospective investors that they are in fact non-U.S. persons.
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. Learn more About Us | Support Canadian Crowdfunding.
Michael Ibberson - You’ve been involved in crowdfunding since 2007. Kickstarter was founded in 2009. Over that time, via FundRazr and CrowdfundSuite, you’ve made significant grounds not just by helping projects raise money, but also by assisting platforms and brokers devise and implement strategies. What inspired you to apply technology to fundraising and venture capital?
Bret Conkin - CrowdfundSuite was launched in 2014 but I’ve been involved in crowdfunding since my first start-up Fundfindr launched in 2008. Fundfindr was a network for thousands of investors and entrepreneurs featuring pitches and expert content that pivoted to provide educational and content services for leading business orgs like Angel Forum, New Ventures BC, Community Futures and many others. We were too early for equity crowdfunding but we created a strong network and validation of the coming market.
As an executive with FundRazr, I helped raise over $40M for projects in 20 countries mostly for personal and charitable causes. I left to return to my business financing roots and launched CrowdfundSuite as a hub that provides one-stop platform access across crowdfunding models and expert consulting geared to helping intermediaries – platforms, dealers, financial advisors – navigate and profit from the crowd economy. Our clients include innovators like US peer-to-business lending platform InvestNextDoor.
Michael Ibberson - FundRazr became one of the world’s top crowdfunding portals under your reign. Having now been through the development process, is there anything you wish you knew before launching the portal? What can other portal creators learn from your experience?
Bret Conkin - FundRazr launched as a Facebook app for member management and fee collection back in 2009. Customers used it for medical expense and humane crowdfunding. So, market acceptance and Facebook platform challenges led to a re-launch as a stand-alone platform focused on personal and charitable crowdfunding in 2010. We were able to raise $40M for customers during my time there and the platform has now raised over $55M.
I was not part of the launch but got involved in 2012, as their CEO Daryl Hatton had been an advisor to my startup Fundfindr. So, I don’t view it as wishing we’d known something beforehand but rather that pivots are likely and you need to be agile enough to adapt to the changing market needs. The critical factor of success for FundRazr has been their social media engineering, which makes the crowdfunding stories, get seen by and engaged with by more people.
My advice for other portals is not to get caught up in the front end user interface and think that money will fall from the sky for their customers. The heavy lifting is to engineer the systems that will ensure visibility; campaign coaching, customer service, conversion optimization, QA and marketing are in place. If you are under capitalized, then you will not create a toolset that will provide the customer proof that your platform is a valid option. A transaction based business model requires scale. Create a network of supporters from day one ideally ones that can help you raise capital when the time comes.
In terms of other learning, we got legal advice for Fundfindr that we could not legally do equity crowdfunding in BC. Fast forward to now and BCSC has said crowdfunding via the OM has been legal for years! We were just ahead of our time. The learning is that there is no roadmap to success as a platform. You are part of an industry that is breaking new ground and you need to experiment, learn and adjust to succeed on a weekly basis. Embrace the crowd economy, as alternative finance is still in the early stages.
Michael Ibberson - As a NCFA (National Crowdfunding Association of Canada) ambassador, you organize events and publish information. Do you find that event engagement has increased in recent years or that crowdfunders now crave more information? Generally speaking, do enough projects explore the available resources before launching?
Bret Conkin – a) Interest and engagement is definitely on the upswing.
Back in the early days (pre-2011 as it were), it was all about education, as people really hadn’t heard much about crowdfunding so there were few specific events. This past year there was huge interest on The Funding Roadshow crowdfunding workshop events that we conducted for FundRazr and Fundica and at the NCFAC events on the new crowdfunding exemptions, including the Igniting Entrepreneurship and Capital Flow in BC event we organized in Vancouver. The focus now has shifted to how-to and the changing regulatory environments. Entrepreneurs, industry players and investors have all embraced the benefits of the crowd economy. It has been an amazing shift in a relatively short time. Even Enterprise has entered the equation now.
b) More projects need to do their homework before launching.
Entrepreneurs are time impoverished given their many hats. So the temptation is to take shortcuts. The formula for success is public and well covered on sites like CrowdClan, ncfacanada.org, FundRazr.com, InvestNextDoor.com, Seedups.ca and others. Find model campaigns in a relevant sector and do what they do. Talk to as many people as you can with your pitch and be open to their feedback. Consider a crowdfunding campaign as community building. The primary goal is to create a following, the secondary goal was funding.
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. Learn more About Us | Support Canadian Crowdfunding.
The New York Times Dealbook by Steven Davidoff Solomon | November 18, 2014
While the Securities and Exchange Commission dawdles, states are rushing to adopt their own crowdfunding rules. Ironically, it may just be the thing that rescues crowdfunding from a regulatory death grip.
In 2012, President Obama signed the Jumpstart Our Business Start-ups Act, otherwise known as the JOBS Act. The law was an odd creature. It purported to open up the capital markets and create jobs by loosening regulations on initial public offerings and allowing for crowdfunding. Yet there was little evidence to support that watering down of any of these regulations would create jobs. Instead, the bill mainly appeared to be catering to special interests and was intended to show that Congress was doing something, anything, to create jobs. Crowdfunding in particular was pushed by a number of special interests that — you guessed it — wanted to start crowdfunding sites.
Crowdfunding was also the most controversial part of the bill. The S.E.C., led by Mary Schapiro at the time, submitted a letter in opposition. The reason was basically fraud. Let’s face it, in a world where a potato salad party can raise more than $50,000 on Kickstarter, people may not be investigating their investments particularly well. The S.E.C. feared that crowdfunding would instead serve as an easy vehicle to defraud people.
More important perhaps was the idea that these investments would create zombie companies — companies that weren’t frauds but that investors simply couldn’t get profit from. The S.E.C.’s protests led to some last-minute revisions to the bill, including a requirement that a crowdfunding company include audited financials when raising more than $500,000.
Congress gave the S.E.C. a deadline of December 2012 to enact the new rules. For those keeping score, that was almost two years ago. But the S.E.C. has flouted that deadline and has yet to give a green light to crowdfunding. Its only action thus far was to issue proposed rules about a year ago. Hundreds of comments later, and nothing has happened.
For some who think that crowdfunding is an invitation to fraud, this is the best outcome, for the S.E.C. to simply ignore the law.
But the crowdfunding industry is eager for guidelines. And so it has started to go to the states to work around the S.E.C.’s inertia. Under the securities laws, an offering made in a state by company from that state is exempt from the S.E.C. rules on securities offerings. This was intentional when the Securities Act of 1933 was passed. The idea was that individual states should maintain jurisdiction of offerings limited to their borders because only their residents would be affected.
Armed with this exemption, 13 states have so far enacted crowdfunding rules. As might be expected, these states have different approaches.
The S.E.C. has been focused on minimizing fraud and has pushed for strict requirements, including that issuers prepare and file with the agency audited financials and extensive disclosure. But with the S.E.C. dragging its feet on approving the rules, national crowdfunding has stalled. In the meantime, the S.E.C. has been actively bringing litigation to shut down crowdfunding platforms that are operating despite the lack of rules.
For good or bad, the states don’t seem to care as much about the fraud issue.
Consider Texas, which last month proposed its own crowdfunding rules that are deliberately more liberal than those proposed by the S.E.C. The Texas rules require no audited financials and no extensive disclosure. Instead, a Texas company can raise up to $1 million in any 12-month period, and it only has to do so through a privately run portal that vets the companies. And unlike the S.E.C.’s proposed rules, there are no annual filing requirements. Michigan, Indiana and other states that have adopted their own crowdfunding rules have similarly relaxed requirements.
The proposed S.E.C. rules, particularly those requiring audited financials and annual reporting, have been criticized as detrimental to crowdfunding because compliance costs have been estimated to consume more than 15 percent of the offering. The result is that few expect the S.E.C. to adopt regulations that allow companies to use crowdfunding effectively.
Had the S.E.C. acted in a timely fashion, it would have ended the matter because its rules would have effectively pre-empted the states from acting. But the S.E.C.’s delay has given states room to offer more viable alternatives.
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. Learn more About Us | Support Canadian Crowdfunding.
Aequitas Neo Exchange | Jos Schmitt | Nov 17, 2014
TORONTO, November 17, 2014 – Aequitas Innovations Inc. (“Aequitas”) is very pleased to announce that the Ontario Securities Commission (“OSC”) issued a recognition order on November 17, 2014 to Aequitas and Aequitas NEO Exchange Inc., to be effective March 1, 2015.
“We are thrilled to receive approval from the OSC to move forward and launch the Aequitas NEO Exchange,” stated Jos Schmitt, President & Chief Executive Officer, Aequitas NEO Exchange. “We appreciate the careful review undertaken by the OSC. We are now in a position to help promote confidence and build an exchange of the future using a bold new blueprint that puts investors, companies and their dealers first.”
The recognition order follows the Aequitas NEO Exchange application filed in June 2014 and a public comment period where an unprecedented diversity of market participants made their voice heard on the future direction of the Canadian equity markets.
The Aequitas NEO Exchange will help promote confidence by putting solutions in place to address the pressing market issues of fairness, liquidity and transparency impacting investor confidence.
“Aequitas’ vision is to build an exchange that facilitates the efficient allocation of capital between companies and investors,” said Greg Mills, Chairman, Aequitas Innovations and Head, Global Equities, RBC Capital Markets.
“We have re-mutualized the exchange business with all core users involved to ensure we always stay true to our vision,” concluded Schmitt. “Canadians deserve a stock market they can believe in.”
Aequitas Innovations is owned by a variety of market participants – institutional investors, public companies and dealers, with majority control by institutional investors and public companies. This structure will ensure that the interests of all stakeholders will be represented at all times and that robust mechanisms are in place to manage conflicts of interest. Before launching operations, the ownership structure will be further expanded, with the aim of reaching an optimal representation of all types of market stakeholders – both small and large.
Aequitas is on track to launch its trading platform and its listing platform during the first half of 2015. The private markets platform will then follow, subject to regulatory approval.
The OSC Notice of Approval and Recognition Order can be found on the OSC website at: http://www.osc.gov.on.ca/en/Marketplaces_xxr-aequitas-neo_20141117_noa-aequitas-innovations- neo.htm
About Aequitas Innovations Inc.
Aequitas Innovations Inc. was founded by a group of Canadian corporations, representing a diverse range of market participants, working together to create the new user-focused Aequitas NEO Exchange and a private securities platform. Aequitas investors include: Barclays Corporation Limited; BCE Inc.; CI Investments Inc.; IGM Financial Inc.; ITG Canada Corp.; OMERS Capital Markets; PSP Public Markets Inc.; and RBC Dominion Securities Inc. For more information, please visit: www.aequitasneoexchange.com
Contact Information:
Joanne Kearney
416.420.7135 joanne.kearney@aequin.com
Connect with us on Twitter @Aequitas_NEO and LinkedIn
Fortune | By Dan Primack | Nov 13, 2014
By connecting institutions with the earliest-stage startups, AngelList is upending the system.
One recent evening a group of institutional money managers was ushered into a backroom at San Francisco brasserie the Cavalier via an unmarked secret entrance that most customers would mistake for an emergency fire exit. Their host was Naval Ravikant, a wildly successful angel investor—Uber, Twitter, etc.—and serial entrepreneur who wanted to pitch them on his latest venture. Not by asking them to invest in it, but by asking them to invest through it. If enough of the money managers take him up on the offer, it could usher in an era of radical disruption in the world of angel investing.
Ravikant, 41, is the co-founder and CEO of AngelList, which began life in 2010 as an online introduction board for tech startups in need of seed funding. Silicon Valley responded positively, and some established venture capitalists even created profiles. Two years later, AngelList began enabling companies to raise money from wealthy individuals—traditional angel investors—through the site, free of charge. This was still perceived as a good thing in VC-land, given that these were small checks coming out of personal bank accounts. If a company wanted “real” money, it’d still have to hit up the power brokers on Sand Hill Road such as Kleiner Perkins and Andreessen Horowitz.
The relationship began to get a bit more complicated in late 2013, however, when Ravikant announced that AngelList would allow well-known individual investors such as Tim Ferriss (author of The 4-Hour Workweek) and Gil Penchina (ex-eBay exec) to create “syndicates,” or pools of committed capital, allowing them to make larger investments on a deal-by-deal basis. Moreover, they would receive up to 20% of investment profits (i.e., carried interest), much like a traditional VC firm. (AngelList would take an additional 5% carry per deal.) Almost immediately, users began pledging money to well-known angels (including Ravikant), with some getting access to more than $1 million per deal opportunity.
All of which leads us back to the Cavalier’s secret room, where Ravikant shared two pieces of information with the institutional investors. First, some $87 million worth of seed deals were transacted via AngelList in the initial year of syndicates, with volume rising more than 300% between February and October. That puts AngelList at an annual run rate of $127 million, which would theoretically rank it among the country’s more active venture capital firms. Second, he has devised a way for institutions to participate in what has, to date, been the nearly exclusive domain of individual investors.
And this is where traditional venture capitalists should get a little antsy.
“Like everything else, [angel] investing is going online. You can either be an early adopter or a late adopter.”
—Naval Ravikant, CEO of AngelList
AngelList has just launched a series of new funds, each of which is designed to support syndicate investments in 100 startups. The idea is that traditional seed investing doesn’t scale for institutions, which often have a minimum investment threshold of $10 million or $15 million. If you’re a $200 million family office or private foundation, for example, why are you going to spend time vetting $20,000 opportunities? Particularly when historical data analysis shows that seed investing typically doesn’t become lucrative until one has dozens of portfolio companies?
Each AngelList fund, however, could easily handle the volume thresholds. The company did a sort of trial run earlier this year, by giving its blessing to a quasi-affiliate called Maiden Lane (named after the street in San Francisco where AngelList is based), which raised $25 million to support select syndicate deals with up to $100,000 each. The new funds will start out a bit smaller—likely $40,000 per deal—but will be more focused, almost like ETFs with specific investment theses around industry sectors or geography. Deals will be selected by an algorithm with a bit of human curation on top, and may include stealthy startups that are not shown on AngelList’s public site.
“Most of these institutions already are investing in traditional venture capital funds, but they’ve missed out entirely on seed, where they can get in the earliest and track a company’s progress, because it hasn’t scaled,” explains Ravikant, who studied computer science and economics at Dartmouth before heading out to the Valley. “That’s the problem we’re trying to solve. Like everything else, investing is going online. You can either be an early adopter or a late adopter.”
PROFITABLE VENTURE Over the long run, venture capital investments have outperformed the stock market.Graphic Sources: Cambridge Associates; Standard & Poor’s period ending June 30, 2014
Ravikant takes pains to say that he isn’t trying to compete with traditional VCs, but some of those at the Cavalier believe the institutional push could lead to that outcome. “It is not out of the question that the AngelList platform could invest up and down the entire venture stack,” says David York, CEO of Top Tier Capital Partners, a VC fund-of-funds manager that backed Maiden Lane. “A lot of these guys running syndicates are very credible and have really impressive networks behind them.”
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. Learn more About Us | Support Canadian Crowdfunding.