Thank you for purchasing Raise Capital on Your Own Terms: How to Fund Your Business without Selling Your Soul. The information below provides supplemental resources to help you create your fundraising strategy.
Please enjoy! Feel free to email us at customercare@jennykassan.com if you have any questions or comments.
Note that the following resources will download automatically when you click on them.
Go here to see the National Venture Capital Association model term sheet, as well as other legal documents used in venture deals: https://nvca.org/model-legal-documents/
Go here to learn about state-level crowdfunding laws: https://www.nasaa.org/industry-resources/securities-issuers/intrastate-crowdfunding-directory/.
State registered DPO Issues to Be Aware Of
Public Offering Federal Exemption Options
If an investor purchases securities from your business (i.e. invests in equity or debt in your business), can he or she just turn around and sell that investment to someone else?
The answer to that depends on the regulations under which the securities were initially sold. Securities sold in a private offering are generally considered “restricted securities.” This means that the resale of the security is not allowed unless it complies with state and federal rules governing resales.
Most resales of restricted securities are done pursuant to Rule 144.
Rule 144 is a “safe harbor” under Section 4(a)(1) of the Securities Act providing objective standards that a security holder can rely on to meet the requirements of that exemption. Rule 144 permits the resale of restricted securities if a number of conditions are met, including a minimum holding period. For details, you can go here: https://www.sec.gov/reportspubs/investor-publications/investorpubsrule144htm.html.
Securities sold in an offering under Regulation Crowdfunding are not restricted but cannot be resold for one year (except under limited circumstances) and resales are subject to state securities laws.
In addition to the examples below, you can see private placement templates here:
Check out this blog post: https://www.jennykassan.com/blog/frequently-asked-questions-from-investors-and-how-to-answer-them/
Anyone with a retirement account can set up a self-directed IRA and invest in your business. Here is an article with some details: http://slowmoneynorcal.org/self-directed-iras-and-the-slow-money-investor/
Please review the attached information about self-directed IRAs.
Here is another resource about self-directed investing from a solo 401(k): https://youtu.be/taTzvtaJiCE
Here are some custodians for self-directed IRAs that have been recommended to us:
Download the primer below and share it with your potential investors.
Also, check out this book on the topic: Put Your Money Where Your Life Is: How to Invest Locally Using Self-Directed IRAs and Solo 401(k)s by Michael Shuman.
If you would like even more resources and support on your capital raising journey, visit the Resources For Business Owners on our website.
Recent Securities Rule Changes: https://www.jennykassan.com/blog/major-changes-to-securities-rules/
Legal Disclaimer
The information provided above does not, and is not intended to, constitute legal advice; instead, all information, content, and materials are for general informational purposes only. Information provided may not constitute the most up-to-date legal or other information.
Structuring and funding a business are complicated endeavors governed by complex local, state, and federal laws. You should not undertake such activities without obtaining the advice of a competent attorney and tax advisor. You should not act or refrain from acting on the basis of the information you receive above without first seeking legal and tax advice for your particular situation.
We may share links to third-party websites. Such links are only for your convenience and do not constitute recommendations or endorsements.
Use of, and access to, this information does not create an attorney-client relationship between you and Jenny Kassan Consulting or any of its agents or representatives.
