Angel Insights Blog

Want to find the best deals? The best exits?  Curious about syndicating on accredited platforms? How about getting answers to your questions about the new SEC rules on general solicitation and what you really need to do (from the SEC and from leading attorneys)?  Want to rub shoulders with some of the best and most successful angels in the world?

The world of angel investing is changing dramatically. To stay current with today's proposed rules and trends - and to hear from the best in the business, plan to be in Washington, DC March 26-28 for the 2014 ACA Summit - Angel Impacts:  Entrepreneurial and Economic Success.  (You can register here.)

We're inviting the media with lots of great stories about how angels support startup companies with passion, experience and funding. In 2012 angels invested nearly $23 billion in about 67,000 ventures. Read more about what reporters will be writing about here.

We hope to see you at the Summit, where hundreds of angels will gather to help determine the future of angel investing!  You will definitely bring home ideas you can implement immediately.

By: David Verrill, Hub Angel Investment Group, LLC & Chairman – Angel Capital Association

ACA is eager for more accredited individual investors to join our organization to benefit from the professional development events, deal flow tools, and resources for portfolio success that we offer, along with the ability to influence public policy that has a huge impact on angel investors.

Now until late-March we're offering savings of a blended membership and fees to the 2014 ACA Summit in Washington, DC, the world’s largest gathering of sophisticated angel investors, and the preeminent forum for interaction and knowledge‐sharing among accredited investors. This is a savings of $300! Individual investors who belong to accredited platforms that belong to ACA receive even larger savings ($500) for the membership/ Summit package.

We encourage all accredited individual investors who are angels or want to become angels to join. For more information, see our news release here.

I will be at the ACA Summit and look forward to seeing you there!

By: Matt Dunbar, Upstate Carolina Angel Network

ACA recently hosted a Webinar with AngelList co-founder Naval Ravikant to help members learn more about the AngelList syndicates platform. During the hour-long webinar Ravikant explained how AngelList syndicates work and how they enable entrepreneurs and angel groups to attract more investors to fill out funding rounds. Here is a quick summary of some of the details Ravikant shared during the wide-ranging Webinar:

Q: How does a deal get syndicated through the AngelList platform?

A: Although any entrepreneur can post a deal to AngelList and try to attract investors, the syndicates platform requires a lead investor. The lead investor can be an individual angel, angel group, or seed fund that sets the terms, commits initial funding to the round, and provides an investor’s perspective on the candidate company. The syndicates platform is simply a vehicle to attract other investors to the deal. 

2013 was a great year for angel investors, including many ACA member angel groups. Several had successful exits, others made more investments than they ever have in a year, and new groups made investments for the first time.

It is important to celebrate these successes, which happened to members in all parts of North America. Here are some great examples:

IPOs:

• Marrone Bio Innovations Announces Closing of IPO (investors include Band of Angels - Menlo Park, CA, Sacramento Angels - Sacramento, CA, and Sierra Angels - Incline Village, NV)
• Aratana Therapeutics announces IPO (Investors include Mid-America Angels and Women's Capital Connection - Kansas City, MO/KS)

Yesterday ACA submitted a comment letter to the Securities and Exchange Commission on its proposed rules on "Amendment to Regulation D, Form D, and Rule 156". For background, these rules would require issuers that generally solicit their offerings to submit an advanced Form D 15-days before they advertise, provide all of their solicitation materials to the SEC by the day of use, include "legends" in all materials, and provided a one-time 30-day "cure" to submit filings. If misfilings were not cured, then the issuer would lose the right to raise funds under Regulation D for one year.

Many ACA members were very concerned about the impact this could have on startups - including putting early-stage companies out of business. ACA's letter, which you can download here, focuses on those concerns and also offers recommendations to reduce the burden on startups.

The world of equity fundraising has really changed since September 23, when the SEC rules lifting the ban on general solicitation became effective. We’ve seen entrepreneurs use new ways to promote their investment opportunities, but we’ve also seen media coverage with many questions and misinformation about everything from how to verify that investors are accredited investors to what really makes a deal “generally solicited”.  Questions and comments still abound about the proposed rules on Regulation D, Form D and Rule 156.

Startups, investors, and the startup support community are asking lots of questions in the media and directly to ACA and other organizations. So I want to let you know about a couple of resources that can help you navigate these waters:

• Webinar on October 3 at 4p Eastern – The New SEC Rules and What the Startup Community Needs to Know. This program, a partnership of the Angel Capital Association and Global Accelerator Network, is for startups and the innovation and support community to learn about the new and proposed SEC Rules on General Solicitation. These rules will really change how entrepreneurs raise equity capital – particularly if they participate in demo days and economic development venture forums (many of which will be considered general solicitation based on regulatory language and discussions to date). Hear the information from angel investors, legal counsel and get a chance to ask questions. Registration and information is available here.

The SEC’s new rule lifting the ban on general solicitation becomes effective on Monday, September 23rd. This new rule 506(c) requires that issuers using general solicitation take reasonable steps to verify its investors are accredited investors. Recently, ACA issued guidance that verifying membership in an Established Angel Group (EAG) should meet the “principles-based methodology” in the SEC rule.

The EAG method conforms well to the flexible, principles-based-methodology that the SEC has designed. As the SEC has noted, it expects many practices – including methods already in use by which issuers have verified investors are accredited – to be developed and evolved as useful to the early-stage company ecosystem.

It is likely that many if not most deals that angel groups will see going forward will fall under the category of Rule 506(c). Current SEC language describing general solicitation includes: “any seminar or meeting whose attendees have been invited by any general solicitation or other advertising.” SEC staff on Tuesday publicly stated that “most demo days and pitch competitions” are likely to be considered general solicitation (See: sec.gov for Advisory Committee on Small and Emerging Companies Meeting held September 17, 2013. Webcast archive expected to be available shortly.)

This blog article was written by Ingrid Vanderveldt, Entrepreneur-in-Residence at Dell, an ACA annual partner.

My journey and experiences on both sides of the table, as both an entrepreneur and an investor, have made me aware of the special relationship between investor and investee. When both sides strive to create maximum value, beyond the traditional financially-focused benchmarks, the relationship, fostered well, can produce tremendous results that will spill into every other area that leads to longstanding success.

Form a support group.

Before you start any new undertaking, it is helpful to prepare; investing is no different.

ACA today provided guidance on the significance of angel group membership in connection with new standards for accredited investor verification. Under Securities and Exchange Commission (SEC) Rule 506(c), which becomes effective September 23, 2013, startups and emerging companies that generally solicit for investors will have heightened duties to verify that all purchasers are accredited.*

Rule 506(c) represents a significant change in securities law, and uncertainty about the verification process is of concern to members of the Angel Capital Association and the active angel community at large. ACA has been vocal in our objections to the rule’s safe harbors that would require sharing wealth or income data, but it is important to recognize that they are not the full rule. The SEC provided a significant and flexible approach for complying with this rule using a principles-based methodology. ACA is providing its guidance on how membership in an Established Angel Group may meet the requirements for a startup that uses general solicitation to verify that all investors are accredited under the principles-based methodology specified in Rule 506(c).

Earlier this month, Laura Baverman wrote an article in USA Today entitled "Time is Right to Consider Angel Investing".  I was tickled with the article because not only did it get the message to many potential angels that angel investing could be a great activity for them, but that it quoted a number of ACA members and friends - such as Dan Mindus of NextGen Angels, John May of New Dominion Angels, the managing team of Golden Seeds (great photo, by the way!), and Rob Wiltbank of Willamette University and the Angel Resource Institute, among others.

If you are new to angel investing or just starting to think about making these investments in innovative startups, I recommend that you talk with people you know who are angel investors, attend an angel group meeting near you to get an idea of how they work, and read up on how angel investing works with articles, posts, and books from experienced angels.  ACA and our members are here to help you as you learn about the fun, adventurous and fulfilling world of investing in and mentoring some really great entrepreneurs.