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Funding Your Startup With a DPO
Brian BeckonV.P. Cutting Edge Capital
Our Mission: At Cutting Edge Capital, our mission is to
create a New Economy that is more in-clusive, equitable and democratic.
We do this by helping businesses and nonprofits raise capital from their com-
munity in a way that aligns with their mission
and strategic goals.
Investing on Wall Street
Accredited Investors
At least $1 million in net worth excluding primary residence or
$200,000 in annual income
$5 million for entities
is this what an accredited
investor really looks like?
Investing in Community
Communities With Vibrant Small Enterprises Thrive
Members are:
Healthier
More Open and Friendly
More Engaged in Civics and Community
Capital Raising Options
Institutional loans
- Requires strong financials
- Usually requires personal guarantees or collateral
Donation/reward-based crowdfunding
- Contributors can’t get their money back or any ROI
- No return on investment
- Good option for small amounts
Securities-based investment
- Highly regulated
- Get help from a securities lawyer
Securities law: A trap for the unwary
General rule: Any offering must be either registered or exemptMust comply with both federal and state laws
Private placement under Rule 506(b)
Must have pre-existing substantial relationshipUp to 35 non-accredited investorsCost goes up if any non-accredited investorsVC firms and institutional investors typically look for companies with potential for 10xInvestors are likely to dictate terms of investment, may seek control & board seat
• Rule 506(c) under JOBS Act
Allows advertising and general solicitationAll investors must be accreditedMust independently verify accredited status
Exempt investment crowdfundingExemptions adopted in about 25 states
SEC rules expected within a month
Laws vary widely
Typically limited to $1 million
Per-investor limitations
Some states require intermediary, no direct contact
No regulatory review provided
Direct Public Offering(DPO)
Exempt at federal level
Registered at state level (except for nonprofits)
Allows for advertising and general solicitation
Open to accredited and unaccredited investors
Amount potentially unlimited, depends on strategy
Entrepreneur is in complete control of offering
Who Can Do a DPO? Any type of entity Early stage or mature Raises from $250,000 to $50 million Any industry Any state Need a compelling story (but our
marketing partner can help write it!)
How does it work?• We review corporate structure• Select type of security to offer
DebtPreferred stockCommon stockRevenue share
• Select legal compliance strategyIntrastateRule 504Regulation ANonprofit
• Prepare offering documents • Register offering with state securities regulators• Launch your offering!
SuccessfulDPO’s
Massachusetts Worker Cooperative (conversion from sole proprietorship)
Offering non-voting preferred stock
Raised $500,000 from Vermont and Massachusetts residents in 2 months
- Worker Owned Cooperative
- Start up Green Waste Composting Business
- Raised $340,000 in a Direct Public Offering
CERO Cooperative
Green City Growers
- Urban Rooftop Farming business
- Raising $300,000 from MA Residents
- Leveraging existing community connections to run a successful capital raising campaign
Farm Fresh to You- Created a
“Green Loan program” for CSA members
- Offering renewed twice
- raised over a million dollars (and counting)
Where do you find DPO’s?
DPO Marketplace
DPO Marketplace
Online Investment Tool
Summary of CEC Services