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My annual income is more than $200,000 (or more than $300,000 with my spouse) or my net worth, excluding the value of my primary residence, is more than $1,000,000

My annual income is less than $200,000 (or less than $300,000 with my spouse) and my net worth, excluding the value of my primary residence is less than $1,000,000

I would prefer to receive information about JOBS Act equity crowdfunding investments without disclosing my financial status

FAQs: The Basics

  • What is BankRoll?
    • BankRoll is a technology platform that provides investors with access to investment opportunities, and companies with access to investors. BankRoll was founded to allow investors and companies raising capital to have an online platform to use the revolutionary new JOBS Act equity crowdfunding laws and rules. BankRoll launched on June 19, 2015, the same day that Title IV of the JOBS Act, also known as the Regulation A+ Mini-IPO, went into effect.

  • How does BankRoll Work?
    • Companies use BankRoll to raise capital from “the crowd.” BankRoll allows a company to set up an offering page where they can simplify the equity crowdfunding process by accessing investors all over the world. BankRoll lets a company show a video, display a pitch deck, hold a webinar, execute legal documents and process investments from start to finish, all in one convenient online location.

      Investors use BankRoll to look at investment opportunities and to invest online. Investors have access to a funding company’s videos, pitch deck, legal documents and all other materials related to the investment opportunity, without ever leaving their desktop.

  • Who are the people behind BankRoll?
    • BankRoll was co-founded by Kendall Almerico, one of the country’s leading JOBS Act attorneys and one of the world’s top experts on equity crowdfunding, and Tess Hottenroth. Kendall has put together an in-house and strategic partner team that includes top experts in finance, compliance, securities law, accounting and marketing. For more on the BankRoll team, visit our About Us page.

  • Who is Kendall Almerico?
    • BankRoll’s Co-founder and CEO Kendall Almerico has been named “one of the top crowdfunding and JOBS Act attorneys in the country” by Forbes, one of the 20 most influential thought leaders on crowdfunding in the world by Venture Beat and one of Inc. magazine’s list of “Top 19 Crowdfunding Experts Startups Need to Know.” Kendall and his crowdfunding sites have appeared in the New York Times, USA Today, Washington Post, Washington Times, Huffington Post, Forbes, Bloomberg, Reuters, the New York Daily News, Business Insider, Christian Science Monitor and hundreds of newspaper, blog, radio and television interviews including CNN, CNBC, CBS, ABC, NBC, FOX, CCTV, Fox Business Network and Bloomberg TV. Kendall was a regular crowdfunding columnist for Entrepreneur.com and a highly sought after international keynote speaker. Kendall practices law with the law firms of Almerico Law and DiMuroGinsberg in the Washington DC area.

  • What is crowdfunding?
    • Crowdfunding is simply raising funds from a crowd of people. The term might be new, but the concept is not – if you’ve ever been to church and seen a collection passed around, you have witnessed crowdfunding in action. The term “crowdfunding” generally applies to using the internet as a means of raising money online by collecting (relatively) small amounts of money from a large number of people.

  • Is this like Kickstarter?
    • Not quite – there are two different types of crowdfunding. BankRoll is a platform for equity funding, which means you can raise funds by offering equity or debt to investors who then have the potential to earn a return.

      Sites like GoFundMe, Indiegogo and Kickstarter offer rewards-based crowdfunding. They allow users to raise money by pre-selling their products or offering rewards in return for donations, but users cannot give away or sell any part of their business.

  • What is the difference between rewards and equity crowdfunding?
    • Sites like Kickstarter, Indiegogo and GoFundMe are all rewards-based crowdfunding platforms. They allow people to raise money for a project by offering some sort of perk or reward in exchange for contributions. They are not allowed to sell ownership or equity in a business to raise funds. Other sites, like BankRoll, utilize equity crowdfunding.

      We allow entrepreneurs to raise money for their business by selling stock or convertible notes. If you give someone money on a rewards-based crowdfunding site, you are either making a donation or purchasing a product that doesn’t exist yet. If you give someone money on BankRoll or another equity crowdfunding site, you are investing in the company.

      Please keep in mind the speculative nature of the securities offered through equity crowdfunding and the potential for complete loss of your investment.

  • How many companies successfully raise money through crowdfunding?
    • Plenty. Crowdfunding was a $60 billion industry worldwide in 2016 and it has been rapidly growing every year since 2011.

  • Are all equity crowdfunding offerings the same?
    • No. There are several different types of offers that are suitable for different types of issuers as well as different classes of investors. Different laws apply to different offerings. Some offerings are only available to “accredited investors” and others are available to anyone who wants to invest.

      Also, some companies are selling equity and others are raising funds through debt or convertible debt. You should carefully read each company’s documents on BankRoll for each offering and understand the type of investment before you invest.

  • What is the difference between debt and equity crowdfunding?
    • If you buy equity in a company, it means you are buying ownership, usually in the form of shares of stock or some other kind of economic interest. Debt financing refers to a method of funding where a company gives investors a promissory note in exchange for funding. The promissory note may include interest to the investor, the option to convert the note to stock rather than having the loan repaid (often called a “convertible note”) or other terms and conditions. You should carefully read each company’s documents, including the terms of any promissory note, on BankRoll for each offering before you invest.

  • Is equity crowdfunding only in the U.S.?
    • No, the U.S. is actually late to the crowdfunding game. Australia, the U.K. and the Netherlands have allowed equity crowdfunding for several years with successful results. The U.S. Congress passed the JOBS Act with bipartisan support and President Obama signed the bill in April of 2012. But it was not until June 2015 that the first portion of the JOBS Act that allowed anyone in the crowd to invest, became law.

  • What is general solicitation?
    • General solicitation allows a company seeking funding to advertise or market the offering to potential investors. Most forms of general solicitation for private companies was illegal in the United States for more than 80 years, until the JOBS Act was passed in 2012. Now, companies using JOBS Act equity crowdfunding can market their offerings, using general solicitation as allowed by the new laws.

      The reason general solicitation used to be illegal is quite simple. When the Securities Act of 1933 was passed banning general solicitation, the country was still reeling from the stock market crash of 1929. Fraud was an issue in the market and investors couldn’t easily access information or verify claims made by companies. In order to protect consumers from fraud, so the SEC established a ban on general solicitation.

      For 80 years before the JOBS Act, a broker-dealer or representative of a private company seeking funding would have to find accredited investors without publicly advertising the offering. Title II of the JOBS Act changed that, and now allows these companies to talk about their offering publicly – whether it’s through traditional media or online or through social media – to attract potential investors.

      And now, with Title IV of the JOBS ACT becoming legal in 2015, and Regulation CF in 2016, companies seeking funding under these provisions can generally solicit investments from the general public, not just accredited investors, as long as the limitations of the JOBS Act and other laws are followed.

  • How does BankRoll protect my personal information?
    • We take the security of your personal and financial information very seriously. All communication between your browser and BankRoll is encrypted using the Secure Sockets Layer protocol (SSL).

  • Are these investments risky?
    • Yes. All investments are inherently risky, and startup or early stage businesses are generally considered more high risk than established businesses. That’s why it’s so important that before you invest in any offering, you do your own due diligence so you understand not only the business and investment, but also the risk factors specific to that company. If you cannot afford to lose the money you plan to invest if things do not work out as the company hopes, you should not invest. Read and understand the documents each company provides on BankRoll and talk to your own advisors before you invest.

FAQs: Investing

  • Does BankRoll have group funds like some of the other platforms?
    • Not at this time, although BankRoll and/or its strategic partners may introduce funds or something similar in the future.

  • Can I encourage other people to invest in offerings I like?
    • Just like you might talk at the water cooler about how you bought a few shares of Disney stock, there is nothing wrong with discussing a company or stock you like or are interested in. However, it is always safest to not give investment advice to others, because you could run afoul of certain laws by doing so.

  • What is an accredited investor?
    • An accredited investor is someone who meets specific criteria outlined by the SEC and by federal law and is therefore eligible to participate in certain investment offerings.

      In order to be considered accredited, an individual must have had an income of at least $200,000 for the past two years (or $300,000 if married), or have a net worth of over $1 million not including their primary residence.

      Institutions such as trusts, endowments and venture funds can also be certified as accredited provided that they have more than $5 million in assets.

      If you want to read the exact language of the law defining the term “accredited investor” click here.

  • Can I invest in offerings if I am not accredited?
    • It depends on the type of offering. Regulation A+ and Regulation CF offerings do not require you to be accredited in order to invest. 506(c) deals are only available to accredited investors. With Regulation A+, accredited investors are allowed to invest more than those who are not accredited. For each company funding on our platform, BankRoll will tell you if you must be an accredited investor or not in order to invest.

  • Can I invest in an offering if I don’t live in the U.S.?
    • Each offering is different, so you should refer to the legal documents each company funding on BankRoll provides. In most offerings on BankRoll, residents of many other countries can invest. However, there are certain exceptions and residents of certain countries are prohibited in some instances. On a case-by-case basis, the company offering the investment will let you know if you are allowed to invest in their offering. Before investing in any offering, you should check with your country’s securities laws and any local laws that apply, to be sure you are allowed to invest.

  • Can I sell my shares after I invest in a company?
    • It depends on the type of offering. Most private placement offerings on BankRoll [those under Title II of the JOBS Act also known as 506(c) or those under 506(b)] sell only restricted shares or stock, so you will not be able to sell your shares, in many cases, for a long time. With a Title IV Regulation A+ Mini-IPO, the stock you purchase may be immediately able to be sold after the offering, depending on the restrictions the issuing company places on them. Check with the company offering the stock, and read their disclosure documents, to be sure, and to find out how you can sell the stock in their company.

      These investments are typically illiquid and there is no assurance that a secondary market will develop.

  • Do I have to pay to use BankRoll?
    • As an investor, you do not have to pay to use BankRoll. Companies who wish to list their offering on BankRoll must be accepted first, then enter into a contract with BRV Technology LLC in order to list. Terms vary depending on many factors. To find out more, e-mail us at info@BankRoll.Ventures.

  • How do I contact an issuer if I have questions about an offering?
    • Click on the “Ask a Question” button in the “Q&A” section of each company’s offering page. An email will be sent to the company’s representative and that person will follow-up with you directly. BankRoll does not answer questions about specific offerings, so you must contact the company directly.

  • Is there a minimum or maximum amount I can invest?
    • Each offering is different, and companies may set a minimum amount that can be invested per person. However, with respect to laws, rules and regulations, different limits apply to different types of offerings.

      If you are not an accredited investor, there are legal or regulatory limits on your investments. Don’t worry about having to figure out complicated formulas about what you can and cannot invest. BankRoll will do the math for you in each case.

      But for those of you who like doing math, here are the rules:

      Accredited Investors:

      If you are an accredited investor, there is no legal or regulatory limit to how much you can invest in a private placement under 506(c) or 506(b).

      If you are an accredited investor, there is no legal or regulatory limit to how much you can invest in a Regulation A+ Mini-IPO.

      If you are an individual accredited investor, for Title III equity crowdfunding, you are limited as follows:

      (a) If either your annual income or net worth is less than $100,000, than the greater of $2,000 or 5% of the lesser of your annual income or net worth or
      (b) If both your annual income and net worth are equal to or more than $100,000, 10 percent of the lesser of your annual income or net worth; and
      (c) During a 12-month period, the aggregate amount of securities you may purchase through all Title III equity crowdfunding offerings may not exceed $100,000.

      Not Accredited Investors:

      For a private placement under 506(c), you are not allowed to invest.

      If you are an individual who is not an accredited investor, for Regulation A+ Mini-IPOs under Tier II of the law, you will be limited to invest no more than 10% of the greater of your annual income or net worth.

      If you are an individual non-accredited investor, for Title III equity crowdfunding, you are limited as follows:

      (a) If either your annual income or net worth is less than $100,000, than the greater of $2,000 or 5% of the lesser of your annual income or net worth or
      (b) If both your annual income and net worth are equal to or more than $100,000, 10 percent of the lesser of your annual income or net worth; and
      (c) During a 12-month period, the aggregate amount of securities you may purchase through all Title III equity crowdfunding offerings may not exceed $100,000.

FAQs: Raising Money

  • Why use equity crowdfunding?
    • Because businesses need money, banks stopped lending and venture capitalists tend to say “no” more than “yes.” Besides, there are many benefits to equity crowdfunding including creating a large database of brand ambassadors who can evangelize for your company and brand.

  • Do I have to have a business or can I raise funds for my idea as an individual?
    • BankRoll only allows companies to raise money on the platform.

  • Can someone steal my idea?
    • The great Steve Jobs was once quoted as having said, “We’ve always been shameless about stealing great ideas.” Having your unfunded idea stolen and duplicated is rare. That said, putting your company or idea online for the public to see, whether it’s for raising money or any other purpose, does carry the risk that someone will try to steal your idea. BankRoll requires that you give potential investors a substantial amount of information so that they can make an informed decision about whether or not to invest in your company. If your business concept is unique and doesn’t rely on the merits of the founders, executives or management of your team, we suggest that you consider consulting with an intellectual property attorney to discuss applying for a patent or a provisional patent. If you are interested in raising money on BankRoll but this is a concern for you, we would be happy to discuss the options available to mitigate the risk of someone stealing your idea.

  • Do I have to create a video?
    • No, you do not have to create a video but we strongly suggest that you do. Videos help you explain and pitch your concept, but they also let investors see the people behind the concept. Most importantly, crowdfunding campaigns with a video traditionally have a far better shot at succeeding that those that do not.

  • What documents do I need to raise capital on BankRoll?
    • It depends on the type of offering. For a Mini-IPO under Regulation A+, you will have to file a Form 1-A with the SEC and have it “qualified” before you can list your offering on BankRoll. Part of Form 1-A is an Offering Circular, which is a detailed document that Regulation A+ requires you to make available to each and every investor.

      For private placements such as a 506(b) or 506(c) offering under Title II of the JOBS Act, most companies use a PPM or a “Private Placement Memorandum” to help with all of their required disclosures. There is no legal requirement that you do so. At BankRoll, we believe (like most good securities attorneys will tell you) having a PPM is a very good idea for all private placements.

  • Can any company raise capital on BankRoll?
    • No. Investing is inherently risky, and early stage enterprises carry an even higher risk of financial loss. Our goal is to be the leader in equity crowdfunding and Mini-IPO, which means that we need both issuers and investors who have positive experiences and a level of trust with our process. That’s why we vet each deal on BankRoll and only list investment opportunities that meet our internal requirements. We invite issuers to submit a preliminary form here to provide information about their business and funding needs.

  • Can I Share Links To My Offering On Social Media?
    • As long as your offering allows general solicitation, like with a Regulation A+ Mini-IPO or a Regulation D Section 506(C) “Accredited Investor Crowdfunding” offering, you can. But, consult your legal and compliance team first about what you can and cannot say. Other than that, go for it. That’s what marketing is all about.

  • Can I raise more than my target amount?
    • Investments above a funding goal are called oversubscriptions. Your company has the discretion to approve or deny additional investments after the target has been reached. However, this is something a company, their legal team and management need to consider and take into account before starting to raise funds, so that you are prepared to do this properly.

  • Can people who are not accredited invest in my business?
    • It depends on the type of offering. If you are raising money through a 506(b) offering, you may only sell to accredited investors and up to 35 non-accredited investors. If you are raising money through a 506(c) offering, you may only sell to accredited investors. For Regulation A+ Mini-IPOs and Title III deals, investors do not have to be accredited.

  • Can I use BankRoll raise funds if my business is not based in the U.S.?
    • Only United States and Canadian companies can use Regulation A+ Mini-IPOs to raise money. Many foreign companies can use other features on BankRoll to raise funds. It depends on a number of factors, so contact us and we will help you sort it out.

FAQs: Rules & Regulations

  • What is the JOBS Act?
    • The U.S. Congress passed the JOBS Act with bipartisan support and President Obama signed the bill in April of 2012. Although the JOBS Act legalized equity crowdfunding in the U.S., the 9-page bill stipulated that it wouldn’t go into effect until the SEC created all of the specific rules and set a deadline of January 1, 2013. Unfortunately, the SEC had a lot on its plate and didn’t quite meet that deadline. However, the SEC has now finalized the rules for Title IV, or “Regulation A+” of the JOBS Act that went into effect on June 19, 2015. Title III, or Regulation CF went into effect on May 16, 2016.

  • What is Title II?
    • At BankRoll, we refer to Title II of the JOBS Act as “Accredited Investor Crowdfunding.” The JOBS Act legalized several forms of equity crowdfunding and there are sections of the law that involve who can “solicit” investments from what kinds of potential investors. When the Securities Act of 1933 was passed, the country was still reeling from the stock market crash of 1929. Fraud was an issue in the market and investors couldn’t easily access information or verify claims made by companies. In order to protect consumers from fraud, the SEC established a ban on “general solicitation” Until the JOBS Act passed, a broker-dealer or representative of the company would have to find accredited investors for private company seeking funding without publicly advertising the offering. Title II of the JOBS Act changed that, and now allows these companies to talk about their offering publicly – whether it’s through traditional media or online or through social media – to attract potential investors. This is also called “general solicitation.” Although a company doing a Regulation D 506(C) private offering with general solicitation may solicit in the general public, the investment can still be sold only to “accredited investors.” Title II requires that a company take “reasonable steps” to verify that investors are accredited prior to allowing them to purchase any shares or a convertible note in a company that uses general solicitation for a private offering.

  • What is Title III / Regulation CF?
    • The JOBS Act legalized equity crowdfunding but there are separate sections with provisions depending on how much money a company or entrepreneur wants to raise. Title III is what most people are referring to when they talk about the JOBS Act because it was the provision most discussed by the media and is specifically for startup companies that have the most difficulty in securing capital when they first launch their business. Title III or “Regulation CF” is the true “equity crowdfunding” provision and allows companies to raise up to $1,070,000 online through a funding portal that is selling stock in the company.

  • What is Title IV / Regulation A+?
    • Title IV, or Regulation A+, is the Mini-IPO section of the JOBS Act. For far less than the cost and effort of a traditional IPO, small companies can use the Mini-IPO to raise up to $50 million in an online Mini-IPO, and all investors, not just the rich and well-connected, can invest in these companies.

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Early Stage Funding: Who Gets Funds and How?

JOBS Act – Title III Rules: Q&A with Kendall

The JOBS Act Title III Final Rules For Equity Crowdfunding

Finally, the final rules for Title III Equity Crowdfunding

A Short Guide to BankRolling Your Business

Regulation A+ Overview

Regulation A+ Ongoing Reporting Requirements

Marketing for Equity Crowdfunding

Regulation A+ Marketing Guide

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New Investor Intro

5 Questions For A Startup Before You Invest

Do the Diligence

Breaking Down Due Diligence