seriesOne is a crowdfunding portal designed to liberate corporate finance from the big banks and corporate elites that have historically dominated the space. What this means for businesses and entrepreneurs is easier access to capital. It means giving investors greater access to investment opportunities, particularly in innovative private companies. And it means expanding financing and transaction options for both. seriesOne enables businesses and entrepreneurs to raise money through ICOs, in which crypto tokens are issued on a blockchain, as well as through the sale of traditional equity and debt securities. seriesOne also allows investors to transfer funds in the way that works best for them: via cryptocurrencies as well as credit or debit cards, ACH or wire transfers. All of this is financing unchained—a new world of freedom and opportunity for businesses, entrepreneurs, and investors. This is seriesOne.
Why raise funds from the crowd?
First and foremost, the reason to raise funds from the crowd is because corporate finance has traditionally been dominated by the big banks and large corporations, and banks and venture capitalists only support a small percentage of young companies. Crowdfunding, as provided by seriesOne, gives businesses and entrepreneurs greater access to capital. The process is still nascent, but the seeds were planted in the aftermath of the 2008 global financial meltdown. Today, digital transformation through blockchain and other technologies—coupled with the Regulation Crowdfunding (Reg CF) rules implemented by the SEC at the end of 2016—is helping to decentralize the world of finance. This shift is creating new levels of transparency and security and new kinds of opportunities for businesses and investors without the need of intermediation by the big banks. seriesOne builds on this trend, unchaining finance to enable businesses, entrepreneurs, and investors to directly interact and transact through an SEC-compliant portal.
How is seriesOne better than its competitors?
seriesOne has been in the crowdfunding business since 2013 and helped drive the evolution of the regulatory process that opened equity crowdfunding to all investors in 2016. We have continually refined the technology that supports equity, debt, and ITO offerings. seriesOne provides a versatile solution that is secure and SEC compliant.
Why did you create seriesOne?
We created seriesOne to unchain financing to support new businesses. Start-ups and young businesses are the engine of innovation and job creation, yet banks and venture capitalists only fund a small percentage of those that are deserving, and until now, the average person was shut out from investing in them. We founded the parent company to seriesOne in 2013 because we thought there was a better way to finance businesses and to enable investors to directly participate in the process regardless of their net worth. We lobbied at the federal and state levels to help advance the JOBS Act. It took until 2016 for the SEC to write all the Crowdfunding rules, but they are now in place, and this has opened the door to a new era in finance.
A seriesOne account executive will contact you to start collecting materials related to the proposed offering.
You will be asked to submit company details and documentation such as recent tax returns, income statements, bank statements, and a balance sheet to support your application.
Once completed, your application will be reviewed by our assessment team.
You will be notified via e-mail if your application is approved by seriesOne.
Once approved, we will work together to build a full profile for your company to market your offering on seriesOne, along with all the investment documents that may include a Private Placement Memorandum, Whitepaper, or Form C.
How do I build a good offering profile?
Your job is to explain to investors the vision for your company and to demonstrate to them that you and your team are capable of achieving it. You must give investors all the material information they need to make an informed investment decision. At a minimum, this must include:
photos and videos (if you have them)
a detailed business description
your management team, including bios
support documents such as a business plan and marketing materials
What other legal issues should I be aware of?
Do not promise anything you might not be able to achieve, don’t say anything that is exaggerated, promissory, incorrect, untrue or misleading, and don’t omit anything that is material to your business. Our team will support you in setting up a profile, but we are not lawyers. Your counsel should conduct a final review to make sure your offering follows SEC guidelines such as explaining certain forward-looking statements in the materials and listing all appropriate risk factors.
When am I ready to start fundraising on seriesOne?
Once you have fully documented your offering and your account executive has onboarded all the required information to build your business profile, your offering is ready to be filed with the SEC—if required based on the offering type—and posted on seriesOne. That said, you shouldn’t pull the trigger and post your offering until you have a comprehensive marketing plan in place. When your deal goes live, the clock starts ticking, and momentum is everything.
What kind of businesses can get funded?
We can work with most for-profit U.S. Corporations or LLCs, but the companies that are most likely to be accepted on the portal and successful at raising funds are those that have both an operating history with a solid team and the ability to demonstrate real traction in their market. We do not post offerings for companies in pornography or gambling, or for investment companies or banks. seriesOne reserves the right to refuse an investment if we feel it is inappropriate, illegal, or offensive, or for any reason at all.
We support raising funds for most securities, such as capital stock, loans, convertible note, SAFE’s (Simple Agreement for Future Equity) and SAFT’s (Simple Agreement for Future Tokens). You will be able to upload your own investment agreement.
What does seriesOne charge?
Issuers pay fees to seriesOne according to the type of offering. This may include a setup and/or maintenance fee and a success or subscription fee. We will give you firm pricing as soon as the type and scope of your offering is determined.
Is this legal?
seriesOne complies with SEC guidelines for exemptions under Regulation D, Regulation A and Regulation CF.
How does the investment process work?
Prospective investors can find your company by browsing the deals on seriesOne.com, or more likely, they will be directed to your offering on seriesOne through your marketing efforts. Once they find your offering, they can review your company profile. If they decide to invest, they can simply click on the “Invest” button on your profile page. New investors are led through a registration process, and once confirmed, they can transfer funds into an escrow account where the funds are held until closing. Each investor and you then electronically sign investment documents, and then funds are released to your company once your offering is closed.
How should I set my fundraising target?
You should create a business plan that includes a determination of how much capital you need to execute on that plan and achieve your business goals. Generally, this will be the aggregate cost of staff, equipment, administrative, and marketing expenses, less projected income. If you are fundraising with Regulation Crowdfunding, you must hit your funding target in order to get funded. However, you are allowed to accept oversubscriptions.
What is the minimum I can raise?
What is the maximum I can raise?
With Regulation Crowdfunding, you can raise a maximum of $1,070,000 per year. The maximum is $50 million under Regulation A+, and there is no limit under Regulation D from accredited investors.
Am I allowed to promote my fundraising?
It depends on which type of fundraising regulation you use. You are allowed to promote to the general public if you use Regulation Crowdfunding or Regulation A+, and you can publicly market to accredited investors if you use Regulation D Rule 506(c), subject to certain restrictions and limitations. Marketing under Regulation CF is subject to certain restrictions.
What legal restrictions are there on advertising?
For Regulation Crowdfunding, you are only allowed to promote after a Form C is filed with the SEC and once filed, advertisements may only include certain tombstone or “tile” type information regarding the basic terms of the offering and where to find information about the offering. seriesOne.com is already formatted to display your offering through tiles on the Home and Browse Deals pages, and these same tiles are the approved vehicle to promote your offering using your own marketing channels, such as email and social media. You can use these tiles or send a link to direct prospective investors back to seriesOne to review your offering details.
What can I say (or not say) in “real life” to the public?
For Regulation Crowdfunding, you are allowed to communicate to the public about the facts of your business or products, provided that you do not mention the specific terms of your fundraising. The SEC's final rules on Regulation Crowdfunding are clear on this point: “In addition, the final rules do not restrict an issuer’s ability to communicate other information that might occur in the ordinary course of its operations and that does not refer to the terms of the offering.” If you speak to an individual or group about investing, feel free to answer any questions about your business. You must, however, point them to your seriesOne tile to see the terms and to make an investment. Please note that nothing set forth above is legal advice and you must consult with your own legal counsel to understand what can and cannot be done as part of the promotion you are offering.
How do I close my campaign?
After your minimum funding target has been met, you may initiate the close of your campaign. Once you establish a close date, investors are given advance notice. They then have one last chance to cancel their investment, up to 48 hours prior to the final closing date, and request a refund.
What happens if a material change occurs?
If a material change in your business occurs during your fundraising, you must disclose it to your investors before you close the round. All investors must then reconfirm their investment. Their investment will automatically be canceled if they do not reconfirm. A material change is anything a reasonable person would think should be disclosed to investors because it might change their mind. Some examples could be an extension of the offering period or the loss of key personnel.
What if my campaign fails?
If your campaign fails, you can run a new campaign on seriesOne a month after the original campaign closes. Use this 30-day buffer to gain more followers, improve your numbers, and do anything that might boost your investments for the new campaign.
Can I extend my funding deadline?
Yes. However, this is a material change that requires all of your investors to reconfirm their investment.
Will investors contact me directly?
seriesOne does not disclose your email address or phone numbers. You will use the messaging tool on the seriesOne platform. This will ensure that your answers can be read by all the interested investors.
How do I update investors?
On your dashboard, you will find a messaging tool that enables you to send updates to the seriesOne community.
How often should I provide investor updates?
We suggest you update investors at least once each quarter, though many businesses opt to send updates more often. Do what works for you, as long as you keep your investors apprised.
Do I need to file an annual report?
If you do a Regulation Crowdfunding offering, you need to file an annual report that includes financial statements and a discussion of your business no later than 3 months after the end of each fiscal year. If you neglect to file a report, you will be unable to fundraise using Regulation Crowdfunding again until you file the annual report (although, you may still raise funds from accredited investors under Regulation D). Companies are not obligated to file annual reports if they file for an IPO, are acquired by a purchaser, repurchase all crowdfunded investments, have fewer than 300 shareholders after one year, declare bankruptcy, or have less than $10 million in assets after three years.