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Securities Regulation Daily Wrap Up, SEC NEWS – Crowdfunding, angel investment seen as top small-business capital raising alternatives, (May 7, 2024)

By Suzanne Cosgrove

Crypto offerings also were highlighted at a SEC small business committee meeting; Gensler said most are subject to federal securities laws.

While small and early-stage businesses often begin as start-ups funded with the help of friends and family, ach ...

By Suzanne Cosgrove

Crypto offerings also were highlighted at a SEC small business committee meeting; Gensler said most are subject to federal securities laws.

While small and early-stage businesses often begin as start-ups funded with the help of friends and family, achieving “real success” often outstrips those friends’ and families’ available capital, said SEC Chairman Gary Gensler. “That’s why alternative methods of capital raising can play such a critical role” in the growth of small business, he added.

Addressing the SEC’s Small Business Capital Formation Advisory Committee ahead of its Monday meeting, Gensler noted angel investing and crowdfunding are two such alternatives that have played key roles in the development of vibrant private markets alongside public markets. Further, “I believe the U.S. economy has benefitted from capital formation in both the private and public markets,” he said.

Gensler pointed out the Congress and the Commission also created certain exemptions from requirements to register public offerings with the SEC, including by smaller businesses with smaller investor pools. These exemptions helped form the private markets. Title III of the 2012 JOBS Act, for example, expanded exemptions to include crowdfunding.

Crowdfunding offerings grow. More recently, the SEC adopted Regulation Crowdfunding (Reg CF). According to the latest annual report from the Office of the Advocate for Small Business Capital Formation, Reg. CF “has been particularly attractive to small businesses located outside of traditional capital hubs,” said Commissioner Mark Uyeda.

When Reg C.F. went into effect in 2016, the U.S. saw 22 new crowdfunding offerings per month on average, Gensler said. Firms were allowed to raise a maximum of $1 million under the exemption. By 2022, offerings averaged 135 per month, he said, and the funding cap was increased to $5 million annually.

Commissioner Hester Peirce urged the committee to consider further raising crowdfunding investment limits. During COVID-19, the Commission temporarily raised the threshold governing reviewed financials from $107,000 to $250,000, she noted, but it’s currently $124,000. “Should the Commission raise that threshold to somewhere between $250,000 and $500,000?” she asked.

Angels in the crowd. “Angel investors provide early-stage companies not only with capital, but also with mentorship grounded in years of accumulated business wisdom,” Peirce said. She criticized the Commission’s “restrictive accredited investor standard,” which she said disqualifies 82 percent of Americans from accessing private investments, including through angel investing.

While angel investing is not for everyone, the start-up nature of many small businesses often means that bank financing is not an option, noted Uyeda.

Crypto’s current standing. Also on the meeting’s agenda was Valerie Szczepanik, director of the SEC’s Office of Strategic Hub for Innovation and Financial Technology (FinHub), who was slated to give a synopsis of cryptocurrency and token offering regulation. Ahead of her remarks, Gensler made his stance clear. “Without prejudging any specific crypto asset, I believe that the vast majority of crypto assets are investment contracts and thus subject to the federal securities laws,” he said.

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