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JOBS Act Title II
All the investment opportunities in our iLIFE Capital Portal are for Accredited Investors and are Reg D 506c or Reg A+ exempt private placements per the JOBS Act Title II or Title IV regulations. On April 5, 2012, the Jumpstart Our Business Startups (JOBS) Act was signed into law. The JOBS Act amended provisions of the ’33 Act, including those created by other Acts (e.g. Sarbanes-Oxley, Dodd-Frank) with the following components for Title II and Title IV offerings:
Title II – Access to Capital For Job Creators
Modifies existing Rule 506 Regulation D of the Securities Act of ’33 in order to remove the ban on general
solicitation and make it easier for businesses to raise capital from accredited investors.
Title IV – Small Company Capital Formation
Commonly referred to as “Reg A+” this modifies Reg A restrictions to make it easier for companies to use
it as a form of public offering of securities up to $50M per year (up from the current Reg A limit of $5M). It
also includes the ability to solicit interest prior to filing a registration statement.
Unique Rules 506(c) (Title II)
> File Form D with the SEC and each state in which investors reside (no exemptions, unlike 506b) within 15
days of each sale of securities (if incremental sales, otherwise within 15 days of binding to close);
> Company cannot be a “reporting entity” pursuant to Section 12 of the Act (i.e. a public company);
> No annual regulatory report filing requirements;
> For any amount of money (as little as $25,000 or more than $200M);
> May close in increments, with money released from escrow at each incremental “sale of securities”;
> Brokers may be compensated with cash and/or securities of the company;
> May unconditionally advertise the offering however they desire;
> May only be sold to accredited investors (unlike 506(b), which allows up to 35 unaccredited investors);
> Issuer must have “reasonable” confidence that investors really are accredited (unlike 506(b), in which
investors simply state that they are accredited by filling out a form);
> No audits or CPA reviews required, investors may rely on statements by management;
> May be conducted directly and without broker assistance (self-service) – but highly discouraged if
soliciting numerous investors due to state securities laws as discussed in section CF402;
> Ability to view offering memorandum can be limited in any manner desired (e.g. to specific persons or
groups);
> May close in whole or in part at any time pursuant to the terms of the offering and subscription
agreement;
> Issuer does not have to have a website;
> Equity investors do count towards the 2,000 shareholder registration trigger pursuant to the Act of ’34.
Equity Crowdfunding Performance Review: Billions for Startups, But What about Returns for Investors?
“According to Crowdnetic’s Q1 2015 Report, in the first quarter of 2015 alone, the 17 most prominent securities offering platforms in the United States recorded capital commitments totaling about $650 million -
a 35 percent increase from the previous quarter. These figures represent the performance of offerings under Regulation D, Rule 506(c), to accredited investors only”
