How to Start

The Crowdfunding Considerations

Here are some things you may wish to consider prior to going down the crowd funding path.

1. Shareholder communications

Are you prepared and structured to consistently and uniformly address 500, 1,000 or 2,000 shareholders’ concerns? You’ll need to be ready to do so. Most entrepreneurs never see how much time a CEO spends on investor relations. If you don’t have an investor communications strategy, and the capabilities to execute on it, this one area alone could quickly swamp your time.

2. Legal Structure

Are you an LLC? An S-Corp? A C-Corp? Be sure you understand the differences in legal entity structure. An LLC is not readily designed for investors and is state-regulated entities. As such, the interstate reporting requirements, if investors are involved from around the country, are substantial. An S-Corporation also is not designed for broad investment. If you’re going to pursue equity investors, you really should be doing so as a C-Corporation. Keep in mind, if you’re accustomed to doing business as an LLC, this will be a major change for you.

3. Company Pre-Cash Valuation

Do you know what your company is worth? Pre-cash valuation is just that, the value of the company before it is driving cash flow or received equity financing. This is highly speculative and requires some insights into early-stage growth, barriers to entry, competitive response, and time line to break-even. Missing the mark on pre-cash valuation can have terrible repercussions on your liquidity event. A down round (a subsequent round of equity financing in with the per share value has gone down from the previous round of funding) is the death nell to larger, more sophisticated investors.

4. Dilution

If you’re going for equity financing you’ll soon understand the implications of dilution. This also has strong ties back to the pre-cash valuation. Equity financing is the sale of a percentage of ownership in your business. With each subsequent round, you will become more and more diluted in your ownership position. Give up too much ownership (because you didn’t have an accurate pre-cash valuation) early and by the time the company is at scale you’ll have very little ownership left in hand.

5. Defensible Intellectual Property

Is your firm intellectual property (I.P.) based? Is your I.P. protected by solid, defensible patents? Are you prepared to reveal your trade secrets in open, crowd sourcing venues? The investors will want to know what is special about your firm. Even Angel Investors and VCs don’t sign non-disclosures. How are you going to manage sensitive, competitive information as you seek out funding?

6. Due Diligence

The due diligence process in traditional, private equity funding is intense and extensive. Don’t think you can sidestep the proper preparation you will need to conduct even with crowd funding. Eventually you’ll want to go to the more traditional suppliers of equity financing and you’ll need to have this ready.

7. Entanglements

Want to kill a deal on arrival in the Private Equity world? Show up with shareholder legal entanglements. Crowd funding opens the door for possible conflicts from every direction. I’m not saying crowd funding will lead to entanglements that will derail later stage rounds, but it will certainly elevate the probability of entanglements and conflict to emerge. Remember, the crowd isn’t nearly as astute, experienced, and sophisticated as an accredited investor.

8. Exit Strategy

Equity investors get in to get out. Working with a small group of Angel Funds helps align interests and expectations as to when the next round of funding will occur. This is the liquidity event the investors are seeking. What will be the objectives of 500, 1,000 or 2,000 individual investors? How will you align them?

9. Expertise

One of the least talked about value of traditional private equity investors is the resource they represent, both through their expertise and networks. If you go down the crowd funding path you will not get this additional support and guidance that can be key to an early stage company’s survival.

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