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Rise Up Crowdfunding Portal LLC

Regulation Crowdfunding on the Rise Up Crowdfunding Portal LLC:

What to Expect for a Reg CF Raise

From the cost of conducting a raise, the items our due diligence team will need, and the timeline from signing to close, here is a quick guide on what you can expect when launching a regulation crowdfunding offering through Rise Up Crowdfunding Portal LLC

Cost

For most offerings under Regulation CF, Rise Up Crowdfunding Portal LLC collects 7% of the total amount raised and 2% of the securities offered in successful financing. The 7% is paid from the total amount raised.

Issuers raising on Rise Up Crowdfunding Portal LLC can also use the proceeds of their successful raise to pay for the escrow agent and other offering-related fees and expenditures.

Upfront Costs:

Form C- https://www.sec.gov/files/formc.pdf, required legal review: This will be whatever your lawyer charges, 

Outside financial review of your financial statements: $3,000 – $5,000

Audited financial statements if needed 

Optional Costs:

Outside marketing: cost varies

Video production: cost varies

Closing Costs:

7% commission

2% equity

Escrow fee: $1,000 or 35 basis points of the total amount raised ( whichever is greater )

Due Diligence Materials Needed

To complete the due diligence process and create your offering page, our team will need documentation about your company, information on your management team, financials, funding history, proposed business model/outlook, and offering resources. Here is a checklist of the items you will need to provide:

Business Documentation:

  • Articles of Incorporation & Certificate of Incorporation
  • Bylaws or Operating Agreement
  • Tax Employer Identification Number (EIN) form (e.g. SS – 4)

Management:

  • Management team / founder’s name(s) and DOB
  • Management (including Directors and Officers) bios
  • Current company organization chart
  • Board resolutions or other documentation officially appointing Directors and Officers of the company

Financials:

Monthly historical statements ( in excel ) since inception:

  •  P&L
  • Balance Sheet
  •  Cash Flow Statement

Annual Financials statements (pdf) for the previous two fiscal years:

  •  P&L
  • Balance Sheet
  • Cash Flow Statement

Financial projections for the next three years by month (in excel)

Bank Statements for any associated accounts (screenshot of current cash position & previous three months of statements)

Any material debt owned – include creditor, the amount outstanding, interest rate, maturity date, and other material terms.

Fully executed (i.e. signed) copies of outstanding loan/debt documents funding history:

  • Detailed cap table (schedule of all equity, debt, convertible debt, or any other securities)
  • Schedule of securities reserved for issuance upon exercise or conversion – warrants, options, and or other rights
  • Listing of securities offerings conducted within the past three years includes the date of the offering, relied upon, securities offered, amount sold, and use of proceeds. 
  • Fully executed (i.e. signed) purchase agreement or term sheets for all previous securities issued.
  • Business Model/Outlook:
  • Description of business model 
  • Explanation of the use of funds from this offering
  • Product road map (status and timing of new products, product enhancements)

Offering Resources:

Here’s a high-level timeline of our process:

Due Diligence and Offering Preparation: 4-6 weeks after signing our contract.

Note: This timeline is contingent upon you sending Rise Up Crowdfunding Portal LLC all necessary due diligence files upon signing and that we get a copy of Form C https://www.sec.gov/files/formc.pdf completed and reviewed and signed off by your CEO and attorney. 

Offering live: 8-12 weeks

Closing: 3-4 weeks

Leading up to launch, this is what you can expect week-by-week:

During the Campaign: What to Expect

Once your offering launches, the work doesn’t stop. Before your offering is live on the Rise Up Crowdfunding Portal LLC, please designate someone on your team for outreach and someone else to monitor and respond to any investor questions in the discussion section of your offering page. 

Marketing material will also need to be reviewed by Rise Up Crowdfunding Portal LLC and finalized before you can use it. This will include the following list: 

Campaign video

Emails

Press release

Blog posts

Social media posts

Website banner

Anything else

Before you start to prepare to create market material, please review our FAQ section. The Jobs Act has specific requirements and stipulations that you must follow.

Some legal stuff to understand

When you promote, legally speaking, you are ” testing the waters” before deciding to make a Reg Crowdfunding offering. 

You are not allowed to accept any money; investors must be directed to the Rise Up Crowdfunding portal to make any commitments.

In all of your public statements ( such as a tweet or a Facebook post ), you must include these required disclosures, and take screenshots of each statement to be filled with your Form C. You also can’t mention the terms of the investment and must instead direct potential investors to your Rise Up Crowdfunding campaign page to see the terms. See here for more info. (Link to the Master marketing document Kendall wrote) 

Before the investments become official, you’ll need to complete a Form C and have it reviewed and signed off by your lawyer and CEO.

Every investor may agree to release their funds with a 3-day rescind. The law requires you to wait at least 21 days after filing your Form C before withdrawing any funds. 

Set your funding goal

Between 1-5 Million dollars

Set your countdown clock

Investors need a reason to invest now, not later.

One proven tactic is an exclusive friend and family round where people “in the know” can invest ahead of the official launch.

Deadlines are also an excellent way to encourage investors to act. 

_ Set countdown two weeks from now 

_ Set a custom date and time 

_ I don’t want a countdown clock

Are you sure?

You should do more stuff first.

_ Upload pitch video

The founder – you – are the fundamental reason someone should invest. Spend at least a couple of minutes talking into a camera. 

_ Set your terms 

You’ll get higher quality commitments if potential investors see the investment contract and terms.

_ Choose a lead investor 

The more prestigious the lead investor you choose, the more money you’ll raise.

_ Get friends to commit. Before raising money from strangers, get those who know you best to invest the first 20 %.