The Jumpstart Our Business Startups Act (JOBS Act) was signed into law in April 2012—undoubtedly, an effort to amp up small business funding and democratize startup investing. But what does this regulation really mean for startups and non-accredited investors? The act is broken down into seven titles, three of which have garnered the most attention.
Title II This title was meant to facilitate investment for small, private businesses and startups by allowing companies to use “general solicitation.” Boiled down, this means that small business looking for financing can advertise their private securities offerings on the internet and other avenues of information. There’s no cap on the amount of funding the company can raise through general solicitation or the number of investors from which the company can accept financing. But there’s a catch—while anyone can see these advertisements, only accredited investors can actually purchase the advertised securities. And “accredited” takes the average person out of the mix. To qualify as accredited, you either have to have a net worth of at least $1,000,000 (with the exemption of your primary residence) or have had an income of $200,000+ for each of the past three years. But still, overall, a pretty cool act.
Title III If there’s one title that changed things, this is it. Title III allows businesses to raise money from non-accredited investors, giving early stage investment power to the “crowd.” In the most idealistic sense, this allows the normal person to get in on the ground floor of the next Uber or Facebook. Of course, there’s a high risk associated with startup investing and not every startup reaches a Fortune 500 level, but the minimum investment level is often low. We’re talking under $100, sometimes as low as $10. Companies that pursue this type of financing can only raise a maximum of $1,000,000 in a twelve month time period, but it provides an opportunity for startups to leverage their network to get their feet under them before seeking further and potentially institutional financing. There are restrictions. Title III raises have to occur through SEC-registered and approved funding portals. Furthermore, investors who make under $100,000 per year are capped at a $2,000 investment (or 5% of their annual income if that’s greater). Those who make more than $100,000 can invest up to 10% of their annual income. And there are disclosure requirements for companies, as well. But Title III has taken the idea of crowdfunding and mobilized it into a securities investment revolution.
Title IV This title pertains to companies that are at a later stage of growth but not IPO ready. These could be companies that have raised money in the past. Perhaps, they have substantial revenue and they’re seeing profits. Regardless, they’re looking to raise several million dollars in funding.
Title IV has two categories, or tiers, of offerings:
Tier 1: Offerings can raise up to $20 million. They can generally solicit their offering, raise from both non-accredited and accredited investors, and there’s no limit on the investment per investor (within the $20 million cap). That being said, Tier 1 companies must past a state review that involves an extensive review of financials and other disclosures.
Tier 2: Offerings can raise up to $50 million. Like Tier 1, the offering can be generally solicited and is open to all types of investors. Tier II companies must have audited financials, annual, semi-annual, and current reports, and must comply with state Blue Sky Laws. Non-accredited investors are capped at 10% of their annual income.
Title IV could become a major mini-IPO form of investment in years to come. In summary, the JOBS Act has opened up earlier stage investment to the crowd—perhaps soon to become a major avenue of financing and investment.
