Canada Equity Crowdfunding

YVRCanadians are known for being modest and risk averse.  Could this explain why Canada equity crowdfunding appears to be relatively underdeveloped so far? We talked to some of the market leaders to discover how Canada equity crowdfunding is doing in the key areas that determine market traction: regulatory environment, platform activity, deal flow, user growth, and media coverage.

Regulatory environment
The 2016 National Crowdfunding Association of Canada conference in Toronto saw a gathering of the portals and regulators, as well as the lawyers helping everyone to navigate the new regime.

Fantastic progress has been made on the regulatory front, but there is still widespread frustration that the regulations governing Canada equity crowdfunding aren’t simpler. Canadian market participants look with envy at the simpler regimes found in the likes of the UK and New Zealand. The fact that regulations are imposed province-by-province is an additional complicating factor, and according to law firm Dentons, a Canadian national regulator is difficult to see, despite a united push from the industry.

Securities marketed to the public in Canada require either a prospectus or an exemption. A prospectus can take a month or more to prepare, needs to filed with the regulator, and carries with it the significant burdens of a full due diligence process. For startups and SMEs, preparing such a document represents an untenable upfront cost.

To avoid the need to create this heavy, lawyer-and-time-intensive document, exemptions exist for offers marketed exclusively to accredited investors, and friends, family and close business associates.

In addition, the offering memorandum exemption provides a somewhat lighter document – but liability issues have driven offering memorandums to expand to a size not too different from a full prospectus. An offering memorandum still requires an audit and is still very costly to prepare.

The major change in the Canada equity crowdfunding landscape is the “Crowdfunding Exemption” which came into effect in January 2016 in Ontario, Quebec, Saskatchewan, Nova Scotia, Manitoba and New Brunswick. This offers companies wishing to raise up to CA$1.5 million an even more streamlined offering document and is being seen as the start of the true spirit of equity crowdfunding. BC joined in this exemption in May of this year.

Startups/SMEs

Several platforms are targeting early stage/SME ventures and both accredited investors and retail investors. The two with the most traction are SeedUps (based out of Calgary, Alberta) which launched in early 2014, while Frontfundr (based out of Vancouver, British Columbia) launched in spring 2015.

In her blog post “Why isn’t Canada embracing [crowdfunding], SeedUps CEO Sandi Gilbert opined that culture is not the key barrier, “The space is very new in Canada – with SeedUps being the lone voice for early stage investment until recently. The Canadian public in general isn’t even aware that they can invest in deals online. So getting the word out is important.”  Frontfundr CEO, Peter-Paul Van Hoeken echoed this in a recent Globe & Mail piece, “It’s a process to create a crowdfunding market… We don’t think the cultural difference is a primary factor.”

So far, not very much money has changed hands in Canada equity crowdfunding, but considerable platform activity, user growth and interest is indicative of much more to come.

Later stage ventures

The OCMX offers “institutional” crowdfunding for later stage ventures and has operated since 2009.  InvestX launched a private equity platform late 2014 focused on Canadian and US investors. Some might say that what The OCMX is doing is more corporate finance or investment banking than “crowdfunding” often defined as small amounts raised from a large number of people online.

On the matter of culture, InvestX CEO Marcus New comments on one of the factors on slower Canadian adoption, “Entrepreneurship is not celebrated in Canada the way it is in other countries especially the US where there is an eco system that supports entrepreneurship.”

In terms of new portal entrants, NexusCrowd and Crowdmatrix are local operators which are setting up to launch, and the Israeli platform OurCrowd has also expanded its global presence to the Maple Leaf State.

Media attention

In a recent speech, Terri Kirk, CEO of Funding Portal revealed Canada has the 6th highest adoption of fintech in the world, but even so, 57% of Canadians are unaware of what “fintech” is. So there is some way to go.

Still, Canada equity crowdfunding has captured the attention of the mainstream media, with CNN, Bloomberg and Fox all featuring stories. As the level of deal flow accelerates, more media coverage in this new funding medium will follow.

The aforementioned National Crowdfunding Association of Canada annual conference in Toronto saw a packed house of over 440 delegates and dozens of speakers, sponsored by big names in the Canadian funding landscape. Events are taking place regionally as well, organised by the national association, and by the portals undertaking their own education efforts to drum up interest from investors and company founders. Clearly, interest in the space is healthy and accelerting.

In summary

Defining what is “equity crowdfunding” and what should be counted in the $ raised figures is a difficulty, and means market size estimates vary widely. Craig Asano, Executive Director of the National Crowdfunding Association of Canada, said “The challenge is the definition of what’s included (and what’s not) in the aggregate count.  I think platforms/transactions that are openly raising funding under the equity crowdfunding banner should be counted.”

Another challenge is that much of the raises claimed by the various platforms take place offline.  As private companies, there is no real method to verify the totals but they are well aware of the importance of building trust in the sector.

FundRazr is an established Canadian platform that utilizes rewards and corporate sponsorships rather than securities to raise capital for ventures. CEO Daryl Hatton believes “Investors are unaware of the option to invest in this class, wary of it given low levels of knowledge and understanding and our natural conservative nature.”

The good news is that Canadian culture – i.e. conservatism – does not appear to be killing Canada equity crowdfunding. And Canadians may be less risk-averse than we assume – after all, they have been pouring investment dollars into mining exploration for decades. If Canadians can use that same pioneer spirit to build a knowledge economy, we can expect it to result in new jobs and growth. Investors take note.

About the Authors

Bret Conkin is the Founder of CrowdfundSuite, a Crowd investing and Crowdfunding Consultancy. CrowdfundSuite provides platform development and other expert services to help organizations profit from the new Crowd Economy.  Bret is an Ambassador to the National Crowdfunding Association of Canada.  He has founded and collaborated on multiple tech start-ups including Canada’s first Crowdfunding platform Fundfindr launched in 2008.

Nathan Rose is the Director of Assemble Advisory, a consultancy for companies wishing to pursue investment crowdfunding campaigns. Assemble Advisory assists with picking the right platform, putting together offer content and financial models, allowing companies to raise money sooner.

My week with Uber in Toronto

Be the Dragon TourWith great anticipation, I boarded a flight to Toronto for the last stop on our “Be The Dragon” investor tour last Monday morning. Oddly, for a Calgarian, I love visiting the city, having spent much of my career commuting back and forth and I always enjoy returning to my local hangouts when I’m in town. Although I have been on an AirBnB streak for quite some time, I couldn’t seem to find one that was convenient to the financial district so I used one of my favorite apps, Hotel Tonight, to book the Hotel Victoria, a gem of a hotel located at Yonge and King.

The four hour flight gave me time to finish my presentation for the Dragon event and on arrival, I boarded the UP headed to Union Station, then had an easy two block walk to the Hotel Victoria. I walked the short distance to my first meeting, cursing the fact that I had just left a warm and balmy Calgary for a snowy and cool Toronto. After my meeting I ordered up my first Uber ride. My driver, a young entrepreneur that wanted me to convince his wife to move to Calgary as he had just read that the single housing market in Toronto was out of reach for most millennials, took me to a dinner meeting with a client, where I struggled with an “all meat” menu for my pescatarian palette! After a fun night, my client graciously drove me to my hotel and I settled in for the night.

Since my hotel was centrally located in the financial district I set out to take the subway to my first meeting, only to find that the TTC was not running due to an electrical fire, so once again, ordered up an Uber to take me to my meeting. Driver #2 had only been driving for a few weeks, but shared his enthusiasm for the part time gig, allowing him to work on his tech start-up while earning money to pay the bills as he pursues his dream. With the TTC back up and running, I took the subway to my next meeting, quite pleased that I actually emerged near the entrance of the meeting address.

After a great meeting discussing the disruption of fintech in the private capital markets, my host and I set out to walk through the blustery streets to our restaurant reservation at Ki, one of my favorite spots, especially when the host pays (thanks RP)! After dinner, with the snow blowing like crazy, I decide to hire an Uber for my trip home only to realize that I was only a couple of blocks from my hotel so I sucked it up, put my head down and walked through the snow to my hotel.

Spoke Club

The Spoke Club – Toronto

The next morning was the day of the Dragon event. I was concerned that the weather would affect the attendance, but was also secretly hoping it would, as we were incredibly over sold at that time. I hired an Uber and headed across town to the Spoke Club to check out the venue and settle some last minute logistics. Let me tell you, I love the Spoke Club. The entire team was more than accommodating and the vibe was exactly what I was looking for. After a quick check on the space, I ran out to meet with one of Toronto’s leading Angel groups to talk about the blurring lines between investment crowdfunding and other stakeholders like Angel groups and early stage VCs.

The Dragon event attracted a full house of Angels, first time investors, entrepreneurs and even a surprise visit from an old business partner of mine that I hadn’t seen since we sold our company to Pitney Bowes over ten years ago. From there, we moved on to a VIP reception and dinner for the #CCS2016, the 2nd annual crowdfunding summit scheduled for the next day at MaRS Discovery Centre. After a seriously long day, I gathered all of my belongings and hired Uber #4 to take me to the Victoria. Deepak, my driver, was a funky, young, enthusiastic entrepreneur that eagerly listened to me describe my exciting day and delivered me safely to my hotel.

Early the next morning, I grabbed my phone to catch up on overnight activities and saw a recent text that read …

‘Sandi – it’s DPak, your Uber driver from last night. I found your make-up bag and wallet in my car and I want you to know that I am keeping it safe. Unfortunately, I will not be able to get back to the city until 7PM tonight – but I will meet you wherever you are to return it to you safely’

Seriously! Are you kidding me? Has “local taxi company” ever sent you a text message?

I knew this day was going to be great – although my thoughts turned to how to survive a day without any money. Coffee was top of mind, but I soon realized that I could download money to my Starbucks app to get a cup of coffee – morning fix done. My next issue – how to get to the conference – but hey – I had an app for that, so Uber #5 took me to the conference.

CCS2016

Speaking at the #CCS2016 Summit

The #CCS2016 was a huge success – thanks to Craig Asano and the team at NCFA for all they did to make it happen. One of my favourite speakers, Ted Graham, Innovation Leader at PWC presented an engaging speech called “5 things I learned about disruptive innovation as an UberX driver”. Check out his post here.

After a jam packed day, my partner Don, took a few of us for dinner and Deepak and I exchanged text messages to coordinate a “meet” at the Victoria where a very grateful me, met a very gracious Deepak, with my make-up and my money! As it turns out, Deepak was very interested in the SeedUps platform as he is working on his own start-up and wanted to learn more about how to raise capital to take his product to market. Another budding entrepreneur enjoying the flexibility afforded to Uber drivers.

So what is this all about? I just spent a week in a city that is embracing innovation and isn’t scared to disrupt the status quo to create and foster an environment that supports creative entrepreneurship.  Uber is just one part of that. Every one of my Uber drivers was personable and engaged.  Uber encourages customers to rate their drivers, but a little known fact is that drivers can also rate their customers, so being obnoxious or not being ready when your Uber arrives could result in a lower rating. If you notice that it is taking a long time for your Uber to arrive, look in the mirror!

Calgary was built by risk taking entrepreneurs that had the freedom to develop a market driven economy. Now, our city seems to be happy with the status quo, protecting a transportation industry that is not delivering the service Calgarians want and deserve. Competition is at the heart of that customer service. Come on Calgary, it’s time for action. Uber is just a start.

 

 

 

An Exciting New Way to Invest

SeedUps Canada is an online investment crowdfunding platform where ordinary individuals and sophisticated investors come together to discover, evaluate and invest in growing companies. Companies raise capital through a secure platform where they can pitch, attract and close investors. Investors execute investments online, and stay informed of investee companies’ activities. It’s a disruptive model that is changing the way individuals can invest, and companies find investment.

Become an investor

Companies on SeedUps take advantage of new capital raising rules allowing them to reach out to all investors, not just the usual suspects. By reaching out to their peers, founders can attract investors and validate their product or services at the same time. So now, you too, can invest in your favourite private company.

It’s simple and free for anyone to sign up. Once your investor profile is complete you’ll be able to access eligible campaigns where you will find videos and pitch decks, ask entrepreneurs and management questions, request further information and invest – all in a secure online environment.

Three tiers of investors

Generally, there are three types of individual investors that can invest on SeedUps. It’s simple and free for anyone to sign up. Simply answer a few questions to complete your investor profile and you’ll be able to access eligible campaigns, ask entrepreneurs and management questions, request further information and invest. Your ability to invest is driven by:

  • where you live
  • the type of investor you are
  • the type of offering, and
  • the amount that is suitable for you based on your investment portfolio and financial circumstances
Accredited Investors

AngelTom is an executive at a Fortune 1000 company. He earns over $200K a year ($300K with his spouse) or has at least $1M of financial assets. He’s invested in private companies before but is looking for dealflow. He has no investment limits.

Eligible Investors

EligibleJane is a business analyst at a consulting firm. She earns at least $75K ($125K with her spouse) or has at least $400K of net assets. She wants to start investing in private companies. Her maximum investment ranges from $1,500 to an unlimited amount.

Ordinary Investors

Crowd_GreenRobert is a developer at a technology firm. He earns less than $75K per year and is new to investing.He’s passionate about technology and wants to start investing in companies he finds interesting. His maximum investment ranges from $1,500 to $10,000.

Moving investments on-line

There’s a new generation of investors that are embracing the private capital markets, feeling empowered by choosing their own investments. Technology has changed the way companies find capital. Companies can now save time and money by pitching their deal to an interested online audience where investors browse through engaging company deal rooms, watch videos, review customized investment documents and execute transactions online.

It’s like Dragons’ Den and E*TRADE combined.

Each company has a target and maximum raise. Your investment is not released until the raise has reached its target. At that time the money is sent to the company and you become an shareholder in the business. If the target raise is not met, your funds are returned to the account from which they were drawn.

Deal Review and Vetting

brokersCompanies profiled on SeedUps have been reviewed and vetted by Waverley Corporate Financial Services Ltd. Before a deal goes live, the company is subject to a due diligence process to validate the company, its management, directors and its business model. The company is required to submit financial forecasts that are reviewed to ensure they are a fair and reasonable reflection of the business as it currently stands, and that their forecasts are backed by reasonable thinking and assumptions.

You should carefully review the information provided in the company profile and consult a financial advisor with respect to your ability to withstand a loss of your investment. There are no guarantees that your investment will deliver returns.

What You Own

sharesTypically, investors receive common shares issued directly by the company.  These shares represent an ownership stake in the company. If the business is sold, you are entitled to a percentage of what is earned in the sale of the business. In addition, if there is a dividend, you receive your share of the distribution.

In other cases, investors may receive preferred shares, limited partnership units or convertible debt in the company. The rights of these investors will differ from above, so be sure to carefully review the offering documents presented in the business profile. Be sure to read the offering documents to understand the terms of your investment and consult your personal advisor if you have any questions.

Ongoing Communications

ChatYou are investing in private companies that, in most cases, do not have an obligation to publish financial statements or provide quarterly updates. These companies do understand the importance of regular communications and our technology makes it easy to get messages out to their shareholders.  In any event, we send regular updates to our investor base and we’ll be sure to keep you up to date with the information we have on the activities of the companies that successfully raise capital on SeedUps.

Why Invest in Companies on SeedUps

Idea_1The SeedUps investor community invests for a number of reasons. Typically, they want to support a business or industry they are interested in, or they want to invest in a management team that has a track record of success. They understand the risks and rewards of investing in private companies and want to put a small portion of their investment portfolio into companies they believe in. Our registered users include first time investors, angels and early stage venture funds.

On SeedUps, you can invest in a diverse variety of industry sectors and select a company that resonates with you. It’s easy to browse profiled companies and make an investment online. The platform guides you through the investment process, seamlessly and efficiently.

Investing in Private Companies is Risky

launchInvesting in private businesses is risky, but the returns are potentially high if you diversify and invest in companies you understand and interest you. When you invest in companies on SeedUps your risks include illiquidity, lack of dividends, loss of investment and dilution. You should only invest in these businesses as part of a diversified portfolio. Investment opportunities on SeedUps are suitable only to investors who are qualified and suitable to purchase the securities and who are familiar with and willing to accept the high risk associated with private investments.

Investors should implement a diversification strategy that involves spreading your money across multiple investments. There are no guarantees that your investment will deliver returns. If the company goes out of business, your shares will be worth nothing.

The impact of investment crowdfunding

Developments in technology and regulation mean that now, SeedUps can offer a variety of investments for small investors – both equity and debt. We provide the missing link that connects companies to an untapped groundswell of support — as well as a huge pool of capital held in private hands. We’re leading the charge in Canada and welcome you aboard!  Register now at SeedUps.ca

This communication is for information purposes only and should not be regarded as an offer to sell or as a solicitation of an offer to buy any financial product.  Securities offered through Waverley Corporate Financial Services Ltd., an Exempt Market  Dealer. Investment opportunities on SeedUps Canada are suitable only to investors who are qualified to purchase the securities and who are familiar with and willing to accept the high risk associated with private investments.  You will have to complete and sign additional documents to determine your suitability to make an investment.

 

 

 

SeedUps Canada Launches “Be the Dragon” Investor Tour

There’s been much press about the new capital raising rules for Canada’s early stage companies.  As Canada’s first on-line platform to facilitate a private company investment from an “Ordinary Investor“, we’ve waited a long time to see these new rules come into effect. Today, companies looking to raise growth capital can reach out to a broader audience by presenting their deals on-line and attracting investment from Canadians that, until now, didn’t have access to private company investment opportunities.

Don McDonald, CEO Waverley

So now, we’re hitting the road on our “Be the Dragon Tour” to introduce this next generation of private capital investing to investors, both old and new.  Don McDonald, CEO of Waverley, the EMD that handles securities related activities on SeedUps states, “Investors want to learn more about this next generation of investing. Angels and early stage funds are curious about using SeedUps to fill out financing rounds for their portfolio companies and first time investors want answers about the risks and rewards of investing in private companies. This road show will help answer those questions”.

The tour launches in Vancouver on February 11th with stops in Calgary on the 17th and Toronto on March 2nd. The Toronto stop corresponds with #CCS2016, the 2nd Annual Canadian Crowdfunding Summit where SeedUps is a Diamond Sponsor. Participants at the “Be the Dragon” tour events will learn how on-line platforms are transforming the private capital markets, hear from companies raising capital and enjoy networking with investors from all walks of life.

For more information about the tour, go to our event page here. There are limited spots available, so register on-line now.

A special thanks goes out to our Tour Partners.

Tour Partners

This communication is for information purposes only and should notbe regarded as an offer to sell or as a solicitation of an offer to buy any financial product. Securities offered through Waverley Corporate Financial Services Ltd., an Exempt Market Dealer. Investment opportunities on SeedUps Canada are suitable only to investors who are qualified to purchase the securities and who are familiar with and willing to accept the high risk associated with private investments. You will have to complete and sign additional documents to determine your suitability to make an investment.

ATB and SeedUps Canada partner to spread word about equity-based crowd funding

Calgary — ATB Financial and SeedUps Canada are partnering to help educate small businesses and investors about a new phenomenon: equity crowd funding. Formed in 2014, Calgary-based SeedUps, with its exempt market dealer partner Waverley Corporate Financial Services, is the first online equity crowd funding platform in Canada, allowing early-stage companies an opportunity to raise capital from a broad range of investors. Through equity crowd funding, investors become part owners of the businesses they support.

“We call it being an owner, not a donor,” says Sandi Gilbert, founder & CEO of SeedUps. “Crowd funding has been around for a long time. I grew up on a farm and when we needed to build a new barn, we just got the neighbourhood together and they came and helped us build the barn. At SeedUps, we’re using technology to give companies a broader reach so they don’t have to go door to door to raise capital.”

ATB—the largest Alberta-based financial institution—and SeedUps will work together to build and distribute educational materials for both early-stage companies and investors so they can learn how to participate and benefit from equity crowd funding.

“We’re working hard to be the bank supporting entrepreneurs in Alberta,” says Sean Ballard, ATB’s director of innovation. “We want to help show entrepreneurs and investors how to raise and use capital, where equity crowd funding fits in and how to grow. It’s a great way to serve our customers better.”

Jump On was the first company to be profiled on SeedUps and the first to generate an investment. Based in Calgary, Jump On books unused charter aircraft and offers low airfare to destinations across North America. So far, Jump On has raised $100,000 in capital through SeedUps investments that will go towards development of new computer software. It was capital the company may not have otherwise been able to raise.

“It was an opportunity to put our name in front of a new group of individuals that was beyond our reach,” says Roger Jewett, Jump On’s founder and CEO. “We were looking for a simple way to give our customers a way to become shareholders and, on the flip side, we wanted our shareholders to become customers. It just seemed to be the perfect fit. It’s been phenomenal.”

Equity crowd funding is also a way for non-accredited investors to participate in high risk/high reward venture capital.

“Typically in North America, investing in private companies has been restricted to accredited investors or, in a word, millionaires,” says Gilbert. “Demographically in Canada, that’s a very small amount of people, maybe three or four per cent of the population. But what about the people who make $150,000 a year or who have $400,000 in their investment portfolio? That’s a large group and we’re opening up new investment opportunities for them.”

For further information, please contact:
Barry Strader, Corporate Reporter, ATB Financial
Cell: (780) 886-4398; Office: (780) 495-1343
bstrader@atb.com

– See more at: ATB Financial, Yahoo Finance

New Capital Raising Rules for Canadians

It has been a few weeks now since our securities regulators announced a myriad of capital raising regulations for private companies in Canada. For my friends south of the border, we don’t have one regulator that issues national regulations (the SEC); we have 13 different regulators that implement regulations they feel best suit the business and investor environment in their province. When possible, they harmonize these regulations with other jurisdictions, but in many cases, small jurisdictional differences become exceptions in their regulations. It is a bit cumbersome, but technologies like SeedUps and OfferingPoint help manage what investors can access and how much they can invest in particular capital offerings.

Overall, the recent announcements will help lower the cost of raising capitaland broaden the pool of investors companies can attract to invest in their business. That has been our goal from the outset, and although not perfect, these are significant steps to satisfying the funding gap companies face when seeking between $250K and $2 million in growth capital.

Download “Your Guide to Raising Capital Online“.

Until now, the only way private companies could raise capital from non-accredited investors was through the Offering Memorandum exemption requiring them to prepare a complex disclosure document complete with audited financial statements (note – Ontario has just published its intent to allow its constituents to participate in these capital offerings effective January 2016) . This exemption has worked well for companies raising north of $2 million in capital, as it is good corporate governance for companies of that size to audit their financials in any event (and they can actually afford it). It simply didn’t make practical sense for companies that were looking for the gap financing I refer to above. So now, companies can prepare a relatively simple disclosure document, present their offering on a public facing portal and attract investment from a wide array of investors – institutions, angels and individuals.

Many of our peers are concerned that companies raising capital through these new exemptions will be saddled with too many shareholders and a dysfunctional cap table that will be disruptive to future investment. I too, agree that too many shareholders may be challenging to manage. The new regulations have investor limits that range from $1,500 to $5,000 for non-accredited investors. In simple math, if a company raised $1.5 million from only those investors, they could be faced with managing over 600 investors. The reality is,no one would recommend that a company raise that much money $2,500 at a time. Capital raises, whether conducted offline or online most always involve different types or classes of investor.

The first investors are key to a successful capital raise.  Everyone wants to see someone else lead the way and typically, those lead investors are close to the company and its management or are advocates or customers of the company and have watched the development of the business to this stage. Companies that want to raise $1.5 million through equity crowdfunding should secure this lead investor prior to launching their raise. The funding portal helps the company share that story with Business Angels and other sources of large capital, filling the middle portion of the raise. The Crowd is there to fill out the rest.

When done properly, a $1.5 million capital raise might have 75 investorsfrom different classes. A lead investor for $500,000, sophisticated investors averaging $75,000 each and the Crowd averaging $7,500 each. That may still sound like a lot of shareholders, but structured properly and managed with technology solutions, those 75 investors can be the company’s sales and marketing arm. When out to dinner with friends, they’ll be talking about their latest investment and encouraging the success of the company.

Hey – have you heard about the XYZ app? It’s awesome – you should download it now! Did I tell you I was a shareholder?

Anyone remember a little company called WestJet? They built their company with the “average investor” advocate. In their day, they did it in the public markets, but today, companies can start with private investors, then go public when they are ready.

Here’s why these regulations are important and what they will mean to the Canadian economy. The potential investment dollars in the hands of the Crowd is enormous. If just a very small percentage of the “not-yet-accredited” investor put a suitable proportion of their investment portfolio into early stage companies, Canadian businesses could access over $1 billion in untapped capital. Imagine what companies could do with that capital. They will grow their businesses, add jobs and contribute to the innovation and diversification of the Canadian economy. Seriously – shouldn’t we give them a chance?

New Offering Memorandum Regulations Announced

The Canadian Securities Administrators have released the final regulations for the new Offering Memorandum (“OM”) Exemption, quasi-harmonized in six jurisdictions in Canada. Ontario will join the rest of Canada and open up private capital investment to “non-accredited” investors in January of 2016, while Alberta, Saskatchewan, Quebec, New Brunswick and Nova Scotia will enforce the new rules effective May 2016.

The new regulations are designed to provide further investor protection when purchasing securities in private issuers. The key changes fall into three categories:

  • Ongoing disclosure – non-reporting issuers will be required to, among other measures, provide investors with audited annual financial statements and an annual notice describing how the proceeds raised under the OM were used.
  • Disclosure at time of offering – any marketing materials will be required to be incorporated by reference in the offering memorandum so that they are subject to the same liability as the disclosure provided in the offering memorandum in the event of a misrepresentation. This would include videos, pitch decks and executive summaries companies use when marketing their offering.
  • Investor limits – individual investors relying on the offering memorandum exemption will be subject to annual investment limits – $10,000 for an ordinary investor and $30,000 for an eligible investor. If the securities are sold through a dealer, all investments are subject to suitability, but the annual limit for an eligible investor increases to $100,000 per year, subject to suitability.

Companies will be encouraged to be able to reach the large Ontario investor marketplace, but the regulations are certainly complex and will take a while to digest. The 166 page document contains many more details – some of which pertain to certain jurisdictions. I’m glad the regulations don’t come into effect for a couple of months … it will take us that long to figure them all out!

Stay tuned!

ASC Unveils Startup Business Exemption

ASC LogoToday – amongst all the election noise – a little seen press release was issued from the Alberta Securities Commission … Notice of Publication and Request for Comment for a Proposed Multilateral Instrument 45-109 Prospectus Exemption for Start-up Businesses.

In short – it is the ASC’s answer to the recent Start-up Crowdfunding Exemption recently issued by six other jurisdictions – but better. I haven’t dug deep into the detail just yet, but from my first initial review, I have to say I like it. It has a lot of common sense rules to it – a $1 million capital raise, common sense disclosure, a $5,000 maximum investment from an ordinary investor and the ability to conduct concurrent raises, all through a registrant.

For those of you that remember my older post “The Trouble with the OSC’s Crowd” the ASC has solved many of the issues I have with the OSC’s yet to be implemented version. And, better yet, they don’t even call it a Crowdfunding Exemption – it is simply a Start-up Business Exemption that is directed principally at small and very early-stage businesses and is designed to allow them to raise a defined amount of money in a more cost effective way while still providing appropriate investor protection. It is after all, another tool in a company’s capital raising toolbox.

Our team is currently reviewing the proposed exemption in detail and will work with other stakeholders in providing comment. For now, we are pleased to see this initiative from the ASC. Although they stand on their own (with the Nunavut Securities Office), they have provided some solutions for multi-jurisdictional offerings. Stay tuned – we’ll provide more comments soon.

Regulators need to heed the rise of crowdfunded ‘techquity’ markets

Re-posted with permission from the authors – Keller & Motala. 

Robert Keller is a senior securities lawyer with over a decade of experience in litigation and regulatory policy. Michael Motala is a political economist and law student who comments on the digital economy.

It comes as no surprise that millennials are distrustful of equity markets. The Great Recession continues to cast its long shadow on the labour market for young professionals, and in Canada at least, we are in a technical recession. Tanking commodity prices and schizophrenic stock markets reaffirm the volatility of conventional investment instruments. Squeezed out of traditional career paths, many young people have turned into tech entrepreneurs.

In an economy marked by diminishing venture-capital funds, however, this new wave of young talent is turning to crowdfunding to capitalize their business ventures.

Oculus RiftA prominent example is Palmer Luckey, the 23-year-old virtual-reality inventor who became very rich almost overnight last year, when Facebook acquired his venture, Oculus Rift, for $2-billion (U.S.), leaving his original crowdfunders stunned. The Oculus Rift was an unlikely gamble in 2012. Yet, the success of its original Kickstarter campaign, which sought $250,000 in seed capital, exceeded its target by almost 1,000 per cent.

Some organizations are seeing the writing on the wall and are rising to the occasion. New York’s Nasdaq exchange, for instance, is hoping to capitalize on emerging tech startups in Silicon Valley with the Nasdaq Entrepreneurial Center, a non-profit offshoot that recently opened in San Francisco to help young entrepreneurs connect with experts, mentors and financial backers. At home in Canada, programs such as Ryerson’s Legal Innovation Zone and the MaRS Discovery District are also incubating young tech talent.

Mr. Luckey’s good fortune suggests that crowdfunding offers a valid capitalization model, but it is emerging in untested regulatory waters. Unlike conventional shareholders, crowdfunders generally have few established legal rights in respect of the corporate venture they help create. With equity crowdfunding, in particular, investors generally have little say over the corporate governance of their investments, and little to no recourse when startups break their promises and sell out. Yet, crowdfunding activity continues unabated.

Securities regulators are taking note of emerging peer-to-peer “techquity” markets. In 2012, the United States’ JOBS Act established a right to use online equity crowdfunding portals to raise up to $1-million, but certain restrictions were enacted by the U.S. Securities and Exchange Commission in 2013.

In Canada, regulators have taken an even more restrictive approach. Six provincial authorities issued new regulations on crowdfunding in May of this year, imposing an aggregate limit of $500,000 (Canadian) a calendar year for each startup.

RegulatorsMeanwhile, the Ontario Securities Commission (OSC) pledged it would promulgate its own regulations soon, with a higher aggregate limit of $1.5-million a startup per calendar year. Both, under the final provincial regulations and those expected from the OSC, equity instruments issued through crowdfunding are subject to strict holding periods and sales of these instruments are only allowed under very limited circumstances.

Even if a startup decides to play by the rules, however – say, by establishing a home office in Canada and using a Canadian Internet portal – it remains to be seen whether the crowdfunding limits imposed will spur investment or end up impeding the market. In the public comment process on the new OSC rules, some industry members remarked that the legal and other fees involved in complying with the new regulations could eat up a considerable portion of the capital raised in each deal. Meanwhile, Kickstarter already offers a competitive, low-cost alternative for fundraising in 18 countries around the world, with few to no legal obligations imposed on the businesses raising such funds.

Other challenges arise from the fact that Canada is still a patchwork of different securities regulations. In the 21st century, many find it hard to believe that, in an advanced economy such as Canada’s, securities regulation is still subject to a 19th-century approach to jurisdiction.

Startups have to navigate different equity crowdfunding rules depending on the province in which they intend to raise funds, instead of dealing with a uniform federal market. This leads to inefficiencies, given the greater legal and administrative fees required for complying with different rules in different provinces, not to mention the frequent interjurisdictional conflicts, which only further inhibit the fundraising process.

In any event, strict enforcement of the new crowdfunding rules may not be possible or desirable. In Canada, enforcement resources have traditionally been directed to the most egregious cases. Moreover, Canadian regulators may have little to no recourse against a foreign-based enterprise that is soliciting funds from Canadian residents using a foreign portal. It’s a similar challenge to the one posed by Netflix and Uber: When dealing with businesses that have no physical operations in Canada, Canadian regulatory authorities are hard-pressed to enforce regulatory powers or even court orders against such businesses.

The traditional idea of regulatory jurisdiction is being upended by the Internet and digital innovation. To make matters worse, implementing restrictive guidelines threatens to push away innovators, who will shop for another forum in which to do business.

From taxicabs to liquor stores to cellphones, Canadian regulatory culture seems prone to a certain inertia. Canada’s international competitiveness and economic growth prospects may suffer a high opportunity cost from overrestrictive or inconsistent crowdfunding limits, which may be difficult to enforce in the first place.

But this problem is not unique to equity crowdfunding – it applies to all securities regulation in Canada. If Canadian regulators want to remain effective, they need to heed this new “techquity” reality sooner rather than later.

Originally published in the Globe and Mail, October 2, 2015

VCs | Angels | Investment Funds – Let’s Make Some Noise

As an early advocate and first mover in the equity crowdfunding space in Canada, I am often asked, “Why isn’t Canada embracing this innovative new way to finance early stage business?” While it’s true that we have enjoyed some early traction, we know we need to create a bigger impact and collaborate with other players in the capital raising eco-system to stimulate adoption.

As a bootstrapped, single voice in the market, it hasn’t been easy.

Early this month, we announced we are seeking a small round of seed capital to fund our own traction. It’s not lost on us that we are looking for capital in the “funding gap”, the very stage in the capital raising life-cycle that doesn’t pique the interest of institutional investors, yet is too big for a typical friend and family round – the gap we intend to solve with our platform. We have several expressions of interest from those we have met and we are confident that we will accomplish the raise. But, the answer to the question above, might just be that no one has stepped up to the plate to fund an equity platform in Canada. I mean really fund!

This week, the UK’s two leading platforms, Crowdcube and Seedrs both announced new institutional investments into their companies, bringing their total invested capital to over US$42 million. Major institutions and venture firms have stepped up to the plate to help these disruptive finance tech firms change the way companies access capital and investors find alternative investments. Collectively, they have helped hundreds of companies raised over US$200 million in capital, with the majority of that capital going to early stage companies to accelerate their growth. Many of those companies have been able to grow their businesses, add jobs and create innovative products and services and are stimulating the UK economy. Some have been acquired (providing that all important exit) and others have gone on to IPO.

So, come on Canada, let’s not get left behind. Canadian investors deserve the right to invest in new and exciting ventures and our innovative early stage companies need these investment dollars to fund their next stage of growth. We’re working to make that happen, but we could use a little help along the way! To learn more about our capital raiseclick here.

A word from our lawyers: This communication is for information purposes only and does not constitute an offer to sell or a solicitation to buy any securities, nor should it be construed as a recommendation for any security offering. SeedUps Canada (a registered trade name of Crowd Capital Inc.) assumes no liability of any nature whatsoever for the accuracy or adequacy of any information disclosed herein.
You will not receive advice about the suitability of any security or about the merits of any investment. You should consult legal counsel with any questions about any investment. This communication may contain statements that are not historical facts, referred to as “forward looking statements”. The Company’s actual future results may differ materially from those suggested by such statements.