Here’s a preview…
Cross is hoping that part of that opportunity may be found in Fund St. Louis, a nonprofit he quietly founded on Mother’s Day of last year and has been working on ever since. The crowd-funding platform is presently donation-based though he is open to other possibilities as the details of the JOBS Act shake out. His big push for publicity is set for next month.
“We said let’s take social media and these funding fundamentals and mix it with pride in St. Louis and try to get these people to really get some economic stimulus going in the city,” he said. “It could be done in a different way than relying on the RCGA to land a big employer. It was more from the bootstraps figuring it out for ourselves.”
President Obama discusses and signs the JOBS Act
The text below is from the offices of Polsinelli Shughart
The Jumpstart Our Business Startups (JOBS) Act has passed Congress and is on its way to being signed into law by President Obama. In only a few weeks’ time, Congress made several important changes to the federal securities laws to aid small businesses.
Key provisions of the new Act include:
- Relaxing federal securities regulation for businesses that qualify as “emerging growth companies”
- Allowing public solicitation in certain exempt private offerings under Rule 506 of Regulation D
- Creating a new crowdfunding exemption from federal securities laws to aid private businesses raising capital
- Raising the limit on exempt small offerings under Regulation A to $50 million
- Raising the threshold for companies with broadly held equity securities from registering with the Securities and Exchange Commission (SEC) under the Securities Exchange Act of 1934 (Exchange Act)
Several stand-alone securities law reform proposals originated in the House this session, enjoying varying degrees of success. As we previously discussed, House leadership bundled many of these proposals in late February and placed them on the fast track as H.R. 3606, the Jumpstart Our Business Startups (JOBS) Act. In March, both the House and Senate quickly passed the JOBS Act. The Senate version differed slightly from the House version, and on March 27th the House agreed to the Senate’s version.
Emerging Growth Companies
The Act creates a new class of reporting company called an “emerging growth company.” To qualify, an already registered reporting company must have gross revenues for its last fiscal year under $1 billion. Qualifying companies receive several breaks, much like existing “smaller reporting companies,” including:
- Exemption from pay-versus-performance disclosures in proxy statements
- Exemption from say-on-pay and golden parachute votes by shareholders
- Relaxed disclosure of financial information
- Possible exemptions from new accounting standards
- Relaxed executive compensation disclosures
- Exemption from public accountant reports on internal financial controls
- Provisions designed to facilitate public offerings, including confidential SEC reviews of draft registration statements.
The help afforded to these companies may not stop there. In addition to the Act’s changes, the SEC must study its registration rules for ways to simplify the stock offering registration process for emerging growth companies.
General Solicitation in Private Offerings
Many companies raise capital without registering their offerings with the SEC. This is accomplished primarily through private offerings under the exemption in Rule 506 of Regulation D. Recent SEC analysis estimates at least $905 billion was offered under Regulation D in 2010. An underpinning of Regulation D has been its prohibition on general solicitation and mandate that issuers have pre-existing relationships with investors in these offerings.
In a groundbreaking change to the private market for securities, the Act directs the SEC to allow general solicitation and advertising in exempt private offerings made under SEC Rule 506, so long as sales are made only to accredited investors. Similarly, the Act directs the SEC to permit general solicitation and advertising in sales of securities pursuant to SEC Rule 144A to persons reasonably believed to be qualified institutional buyers.
Crowdfunding started as an approach based in social media converting the traditional local fundraising efforts led by charitable organizations, creative ventures and even political campaigns to widespread online campaigns. Numerous crowdfunding sites have popped up offering venues for fund-seekers to post projects in need of a pre-determined amount of funding. Capital is typically pledged by funders in exchange for personal satisfaction and/or tangible rewards. The entrepreneurs’ offer of equity in exchange for financing has not survived in the crowdfunding phenomena primarily because in such cases the crowdfunding model constitutes a general solicitation and offer to sell a security when an equity interest is offered in exchange for funds. The Act changes that by creating a new crowdfunding exemption from registration for securities offerings.
In a 12-month period, a company may sell up to $1 million in securities through an intermediary, such as a registered broker or qualified funding portal, to the public without registering the offering. Investors participating in the offering are limited in how much they can invest per company in a twelve-month period, based on their income and net worth. Investors who annually earn less than $100,000 or have a net worth below $100,000 are limited to the greater of $2,000 or 5 percent of the investor’s annual income or net worth. Investors who annually earn at least $100,000 or have a net worth of at least $100,000 are limited to 10 percent of the investor’s annual income or net worth, not to exceed $100,000. The method for calculating annual income is unspecified. Net worth is to be calculated under new SEC rules consistent with the net worth calculation for accredited investors, as recently revised by the Dodd-Frank Act.
The exemption is not without catches though. Both companies and intermediaries they use must meet a number of requirements. Specifically, intermediaries must:
- Register with the SEC as a broker or “funding portal,” a new defined term
- Register with applicable self-regulatory organizations (SROs)
- Provide disclosures to be set by the SEC in a future rulemaking
- Ensure investors review investor-education information to be established by the SEC, affirm that the investor could lose the investment and can bear a total loss, and answer questions demonstrating an understanding of the investing risk associated with small issuers, potential illiquidity of the securities, and any other topics set by the SEC
- Take precautions to be set by the SEC to reduce fraud, including running background checks on the issuer’s directors, officers, and stockholders holding 20% or more of the issuer’s shares
- Provide to the SEC and potential investors at least 21 days before a sale disclosures from the issuer set by the Act
- Ensure that proceeds are delivered to the issuer only after a target set by the issuer is met and allow investors to back out as rules to be made by the SEC allow
- Follow new SEC rules to ensure investors are not exceeding the limits set by the exemption
- Protect investor privacy, as required by new SEC rules
- Not compensate promoters, finders, or lead generators
- Not allow persons associated with the intermediary to have a financial interest in any issuer using the intermediary
- Comply with any other rules the SEC determines necessary.
As may be evident, the Act gives the SEC broad discretion to regulate this exemption, so there is considerable uncertainty in its exact form. Polsinelli Shughart will be monitoring opportunities for our startup and entrepreneurial clients as the SEC implements the crowdfunding exemption.
Registration Exemption for Small Offerings
The Act effectively raises the threshold for offerings under Regulation A (the SEC’s abbreviated registration for small offerings) from $5 million in a twelve-month period to $50 million during that period.
Registration Exemption for Parties Involved in Private Offerings
The Act also amends § 4 of the Securities Act of 1933 to exempt the following persons involved in Rule 506 offerings from registration as broker-dealers: private offering platform providers, offerors and associates who co-invest in their offerings, and offerors and associates who provide ancillary services such as due diligence and standardized documents. To be eligible, the exempt person or associate may not receive a commission, may not hold customer funds or securities, and may not be subject to a statutory disqualification for wrongdoing under the Exchange Act.
Polsinelli Shughart will be reviewing new opportunities these changes create for our clients.
Company Registration Threshold
In addition to requiring companies to register their securities offerings with the SEC absent an applicable exemption, the federal securities laws require companies of a certain size to register with the SEC. Registration triggers significant reporting obligations and costs to newly public companies under Section 13 of the Exchange Act.
To relieve growing businesses from the costly burden resulting from these reporting requirements, the Act raises the size threshold above which issuers must register with the SEC under the Exchange Act. The new thresholds are $10 million in assets (formerly $1 million) and either 2,000 shareholders or 500 persons who are not accredited investors (formerly 500 shareholders). These thresholds exclude employees who are shareholders through their participation in an employee stock plan.
Green Bean will be designing, building and operating a fast-casual retail food operation serving specialty and design-your-own salads and wraps, located in the Central West End area of St. Louis, an area heavily populated and visited by students and employees of Washington University in St. Louis and St. Louis University, the medical centers associated with those institutions, and employees of businesses that are located around those institutions.
In addition to providing healthier options in St. Louis, our goal is to support local agriculture by purchasing the majority of our produce and food supplies from local farmers. Additionally, we plan to maintain a “green” environment by only using recycled and compostable supplies. The ultimate goal of green bean is to promote healthier eating habits while minimizing our environmental impact.
In the past few years, there has been a nationwide shift towards maintaining healthy lifestyles through exercise and healthy food options. Many organic supermarkets have spread in communities throughout the United States and restaurants are starting to offer healthier choices for customers. The following business plan describes the need for and design of a new, fast casual establishment in the St. Louis, MO area. This establishment will differ from other fast-casual restaurants, as it will provide salads and salad wraps; a healthy alternative to other, already existing, fast-food choices. The customer will have the choice of selecting from the menu of prefixed salads or mixing their own custom salad to their liking. There are currently no restaurant with an identical mission and product, and we hope to stand out as a new and exciting concept in the midwest.
How We Will Give Back to the Community:
Green Bean intends and hopes to be more than a restaurant in many ways. Of course, we will create jobs in the community, but we also hope to spread our mission and our ideals throughout the community in a very inclusive way. First, we hope to help encourage healthy eating and sustainable living, a concept that is new but rapidly growing in St. Louis. In addition, we hope to truly enter the community and become an integral and influential part of it. We plan to do this by holding events that go far beyond a typical restaurant. To encourage healthy activity, we plan to have free walks for those who do not like to exercise alone. We plan in the future to offer activities like free boot camps and yoga, and to sponsor other healthy activities in the city. We hope that our mission and our community outreach will help educate members of the community and encourage new ways of thinking and acting.
- Give your crowdfunding profile a compelling title. For purposes of brand consistency, make the title the same as the title of the project for which you are raising funds. Insert the title into the header.
- Write a short tagline and insert it beneath the title in the header of your crowdfunding profile. The tagline should describe your project in a single phrase and grab the attention of the reader (see Resources).
- Write an extended description of your crowdfunding project. Make it tell a compelling story by following these five points:
- Who you are. The name of your organization. What makes you so interesting, what you have done in the past and what you stand for.
- Describe your project or goal. Describe your product, service and/or activities. Be concrete and project industriousness.
- An exciting thing about your project. Who benefits from your project. Why you are the only organization doing what you do, in the way that you are doing it. Say how your project will affect lives.
- Explain why your project needs money and what could be made possible. Be specific about what you would spend the money on.
- The benefits of funding your project. Touch on some of the tangible rewards backers will receive in exchange for putting their trust in you.
- Tell the reader who he can fund the project. This is called the “action step.” Tell them where to go, what to click, what to do, and how to contact you.
- This formula generally follows the same description standards proven by crowdfunding industry leaders like Kickstarter and RocketHub. Insert the description into the main content area of your crowdfunding profile.
- Define a list of rewards for backers. Use a tiered reward system: The higher the donation amount, the more valuable the reward. Expect to spend some of your funds on delivering rewards to all your backers as soon as the fundraising concludes.
- Set a goal and state the amount in the uppermost portion of the sidebar. The two factors to consider when setting a fundraising goal are project costs and what your networks are potentially worth. You may have to make compromises in your project costs to realistically match up with what your networks are worth. Write down all of the people you know in general terms: friends, family, classmates, associates, employers, mentors and online social networks. For each of these categories, think about how many of them can and would potentially fund your crowdfunding project. Adjust your project goals as necessary and determine an attainable fundraising goal.
- Set a deadline for your fundraiser and insert the date in your crowdfunding profile. A deadline shows potential backers you are goal-oriented and lends a sense of urgency to your campaign. Choose a deadline that you can realistically meet within one to six months.
- Create a one- to 10-minute video and insert it into either the main content area of your crowdfunding profile or in the sidebar beneath the stated deadline. The video serves as a way to more fully engage your audience, proves you are real and offers a chance to tell a deeper story.
- The video can be as simple as the project founder talking into the camera, or it can be a fully produced commercial replete with visual effects, transitions and a soundtrack. However complex the video is, make it easy to understand, clean and actionable.
- Upload photos and insert them into the main content area of the crowdfunding profile. Include images of the project in action, the problem that the project will solve and/or the project founders. Images lend extra credibility and tangibility, both of which go a long way towards fostering engagement with potential backers.
- Create a section in project description for visitors to leave comments. Facilitating conversations is a crucial element of the crowdfunding process. The more engaged your readers are, the more likely they are to back your project.
- Assess your crowdfunding profile for overall effectiveness. Make any design tweaks you think will enhance the profile. Adjust your messaging and branding as necessary to accurately reflect your goals. Look at other crowdfunding profiles (see Resources) for comparison, learn from their strengths and weaknesses and apply what you learn to your own crowdfunding profile.
- Get the word out. Tell everyone you know about your project, and give them the link to your own crowdfunding profile.
The Room Rake is an indoor rake for gathering and organizing clutter in your home. Stylish, functional and good for your back.
Why did you create it?
It’s hard to pick up clutter. It hurts your back, and it can be time consuming. Wouldn’t it be nice to have a tool that gathers this clutter into a pile so you can organize it with less effort and strain?
How does it work?
The room rake is a stylish indoor rake with rounded knobs that won’t damage your indoor flooring: carpet, wood, tile, or other surface. ( See wooden prototype I built ). Real product would be plastic/metal…with different rake attachments for different types of clutter.
We have a provisional patent for the Room Rake.
How We Will Use the Funding:
- Build prototypes
- Incorporate and define logos and trademarks
- Develop marketing material for retailers and vendors
- Demonstrate the Room Rake at consumer products shows and displays
Clutter is a problem in many people’s homes. Picking it up can be difficult and straining. The Room Rake allows you to assemble it in a pile and then organize it in less time than wandering around the room to bend over and pick up each item and put it back.
How We Will Give Back to the Community:
Sponsor Running, Cycling, and Triathlon events.
For More Information:
See our Web site for more information on The Room Rake.
Southwest Diner: A taste of the Southwest on Southwest.
Southwest Diner will be the first restaurant of its kind in St. Louis.Serving breakfast and lunch 7 days-a-week, Southwest Diner will offer an experience of down home New Mexican cooking and the classic diner.
In New Mexico, the Hatch chile pepper is king and its royal offspring is chile- a sauce, red or green, that goes on just about everything. Southwest Diner has been serving their own homemade chile for the past year and will get St. Louis hooked even further when they try it in their egg dishes, breakfast tacos and burritos, hamburgers, chiles rellenos, enchiladas and more.
The plans are drawn, the building is purchased and now Southwest Diner needs your help in getting off of the ground. They are asking for $5,000 and any amount will help them get the kitchen built and those doors open.
Four factors ensure the success of Southwest Diner: location, the unique dining experience, strong branding and growing pre-opening buzz.
The location of Southwest Diner will be perhaps the greatest factor in its success versus its competitors. Light industrial patrons from the neighborhood will now have a lunch option within walking distance (saving them gas money and time).
Southwest Diner will be located on a major thoroughfare, connecting the inner ring suburbs to Highway 44/South City. Southwest Diner is also very easy to reach by car from Clayton, Dogtown, Maplewood, U-City and South St. Louis City. Once patrons reach Southwest Diner, there is ample street parking as well as a private lot.
Southwest Diner will be far from a prototypical diner in St. Louis, offering a unique dining experience. The Southwestern influenced menu items and decor further differentiate Southwest Diner from other establishments. Essential trademarks of a “diner” will still be present to provide familiarity and comfort to the dining public. These include a courtesy counter, efficient service and proven menu items i.e. burgers, egg dishes, pancakes, milkshakes, pies.
The Southwest Diner brand has been established and continues to become stronger. The owners have worked under the Southwest Diner brand at the weekly Tower Grove Farmers Market and Sauce Magazine’s monthly Food Truck Fridays event.
Working these locations as Southwest Diner, serving foods that will be on the diner’s menu, the two owners have met and served thousands of customers- many who have expressed excitement about the opening of Southwest Diner.
Sales at Tower Grove Farmers market have doubled over last years’ numbers. The owners attribute this to better branding, and repeat business from loyal customers week-to-week. The implementation of the Southwest Diner brand has lead to the collection of Twitter and Facebook followers. The numbers keep rising and the buzz keeps growing.
The press has already begun writing about Southwest Diner. In June of this year Sauce Magazine in St. Louis did a write up about Southwest’s opening.
How We Will Give Back to the Community:
Southwest Diner will create local jobs that will stay here as long as we are in business. Plus, Southwest Diner will provide healthy options with a focus on using local and seasonal ingredients when possible i.e. meat, eggs and produce, keeping even more revenues in the City and surrounding area.
The owners of Southwest Diner are committed to providing space to local non-profit and outreach organizations at free or subsidized rates. Relationships are already established with several local organizations that, for example, serve mentally disabled and immigrant populations.
Farm Fresh Cupcakes is a small business in St. Louis, Missouri that creates cupcakes using local, seasonal and natural ingredients. Cupcakes are currently sold at two farmer’s markets – Tower Grove and Webster Groves – and is in the process of creating wholesale accounts at various restaurants and shops throughout the St. Louis area. Currently, cupcakes are baked at the St. Patrick Center’s BEGIN New Venture Center (a small business incubator) in downtown St. Louis. I want to open my own retail bakery where I can sell cupcakes seven days a week, along with pies, popsicles, cake balls and other baked goods, along with local soft drinks and coffee. The BEGIN center is a wonderful opportunity and I’m so happy that I was selected to participate in the center, but I would love to have my own space where I can experiment and work on new recipes on my own time and in my own space. I also love the idea of having a store where people can come pick up special orders easily, since right now they venture downtown (unfortunately, an area that some customers are not comfortable with) or they have to elbow their way through farmer’s markets.
For only being available to the public two days a week (and having only been going for about two months!) Farm Fresh Cupcakes is relatively successful. Many market-goers stop for cupcakes in between buying their produce and artisan items. People seem genuinely interested in the fact that I use as many local ingredients as possible. I try to have a small carbon footprint and recycle and compost as much as possible. More and more, the public is becoming aware of eating local and recycling and taking care of the earth – and Farm Fresh Cupcakes is extremely responsible in that regard. Also, the cupcakes? They’re delicious! And I don’t use any artificial ingredients or harmful chemicals in my baking.
How We Will Give Back to the Community:
When I signed my contract with the BEGIN New Venture Center, I agreed that if I was ever able to hire help for the business, I would consider hiring clients from the St. Patrick’s Center (recovering addicts/homeless peoples). So I would love to take advantage of that program and help a few people get their lives back on track.
I also plan on making charitable contributions of cupcakes/baked goods to charities in the St. Louis area. Once I have enough business, I’m planning on allotting a certain amount of cupcakes per month to various charities. They could be auctioned off or provided as a snack; the possibilities are endless!
I would also love to have one day a month where proceeds of the day’s sales go to a specific charity – an inner-city school or a homeless shelter or an environmental organization.
Free cupcakes! (We’ll update this page on specific amounts)
We needed to create Fund St. Louis.
One of the fun things about startup companies is that there is always a story behind what motivated someone to get up and put their plan into action. It’s one of the inherently human things about business that really gets to the core of why we spend so much time at work, and really shows you the heart and character of that particular business. We wanted to share the story of why we put Fund St. Louis out to the world and why we so passionately work for its success.
Our story begins with family. My wife Angela and I have spent the first part of our careers in a constant struggle with the St. Louis job market and have always had one foot out the door. It’s been a struggle because it has always been our intention to stay “home” with family. But the bigger jobs and some of the things that can really advance a career are outside of St. Louis for a lot of industries (though not all). We’ve been stuck with the age-old issue of “settle for mediocrity but be close to family” or “leave and chase the big career.” After years of working in St. Louis (and even as far away as San Francisco), we opted for option “C” which was try to create the best career you could with your own business so that you could stay in St. Louis with family and be satisfied with your work and be challenged by your career.
And from what we’ve heard, we’re not the only ones that have struggled with that decision. Time and time again, we run into very talented people who feel “stuck” in their current situation. Usually we hear something like “I’d love to switch jobs, but where do I go? There’s not much else in St. Louis and if I move my kids away from their friends to another city, they’ll kill me.” (insert countless variations here)
We were eating pancakes with the kids one morning when it hit us. We don’t want our children to have to feel like they need to “settle” if they want to stay in St. Louis to be with us and our extended family. (Nor do we want them to move away, either!) They should not have to go through their careers with one foot out the door in constant mental struggle. There should be a vibrant business environment in St. Louis where they can have their pick of great jobs. St. Louis should be a place where they can really pursue a challenging career and feel fulfilled. All while being close to family and raising their kids here where they grew up.
And when we told more people about this story, they felt very strongly that they would love to give those opportunities to their children as well. It struck them that in the challenge of giving our children “every opportunity to succeed” those paths often lead to other cities. It was a recent college grad, though, that summed it up nicely. In explaining that none of his MICDS graduating class were coming back to St. Louis after college, I asked him why he was. He simply said “I owe it to St. Louis to come back. I owe it to the place i grew up in to try and do my part to reverse the trend.” (and with the current unemployment rate of 8.9% in St. Louis County, 11.4% in St. Louis City and a median household income of just over $33k –we couldn’t think of a better time to help our city flourish!)
Well, that’s where we are. We need to stop the deportation of our best talent. We need to better the city we grew up in. We owe it to St. Louis to give it everything we have to change this place for the better. To change this place for our kids. To change this place for everyone that wants a thriving city with more great jobs, great companies, great ideas…for this generation…and the next.
So just simply creating businesses for ourselves and our employees was not enough, we needed to do more. We needed to find a way to enable as many entrepreneurs as we can to start companies and create jobs as well. We needed to begin to change the culture of St Louis to support small business, to support entrepreneurs, and to support the notion that it’s “OK” to work at a company that’s not well-known. That is IS a safe, fulfilling and challenging career. To be proud and FLOURISH in that career.
In short, we NEEDED to create Fund St. Louis. We owe it to St. Louis, our families, our kids, and the spirit of a thriving city to start Fund St. Louis. We’re doing our part to help reverse the trend and we’re very hopeful that Fund St. Louis is a catalyst to a more dynamic and small-business friendly St. Louis.
It’s our time to flourish.
With Fund St. Louis, we do everything we can to help you get up and finally put that idea out there and see if it will take off! We do this by creating a place online for you to get your ideas known in a place where the right people can find it. We then provide an easy tool for everyone to comment on your idea and back it with real money from their Fund St. Louis account. And not just banks. Everyone. It could be your Mom, your neighbor, or someone in St. Louis that loves your idea and wants to see you bring it to life. The community crowdfunding allows small amounts of money from a large number of people to make a real impact on your idea and the economy of St. Louis.
But that’s not all!
We also know that there are many other hurdles facing a new entrepreneur. And that’s where our volunteers and our expert staff can help. We have access to many of the experts you need to get everything together. And our partnership with Go! Network in St. Louis brings another great resource to the emerging business. GO! Network is a community, delivering hope and encouragement to the growing population of business professionals who have lost their jobs – providing personal and professional growth through life, education and career opportunities. Through their entrepreneurial track, we have access to a phenomenally talented group of professionals transitioning to small business and business owner paths. We believe this gives our opportunity owners a great resource when looking for counseling and mentoring to get their new opportunity up and running successfully!
Crowdfunding is a non-equity investment in emerging companies. It is based on micro-finance and is a new way to support entrepreneurs and those with great ideas. Community crowdfunding, then, bolsters the community and helps change the culture to one of support and understanding of small business as opposed to fearing the perceived instability of a smaller company. In Community Crowdfunding, the community decides which projects are of value to the community, and which are not. Giving back to the community is another key element to this new concept. Since each opportunity was started by the community, those that successfully fund their ideas through Fund St. Louis are expected to then support the community by helping fund another idea on this site.
In this way, we bypass the old mechanisms that are not encouraging to small business and bring matters into the hands of the community. It’s a great way to test concepts, to showcase our community, and to get the resources necessary and vital to the creation of your dream.
It’s a new concept in St. Louis, but based on a framework and idea that is working in other cities (and countries) and we think it will work fantastically here in our region to.