Phase I of the JOBS Act: Are you ready for the general solicitation revolution?

2 Oct

By Lucy Parkinson, Research Analyst, LSN

Back in April 2012, the JOBS act was passed with the aim of (the clue is in the name) Jumping Our Business Startups. The SEC has moved slowly on implementing the JOBS Act and is saving the most innovative provisions for a second phase of changes, but as of Monday, September 23rd, the long-standing ban on making general solicitations to accredited investors has been rescinded. This will have a huge effect on the institutional landscape of investing, as companies can now use mass public advertising to look for investors, rather than being restricted to using funds from family, friends, and private networks of accredited investors.

So does your start-up’s fundraising campaign have to change? Not necessarily, but you may reap great benefits by using the new regulations to your advantage and seeking for investors with a wider net than was previously possible. However, obeying the restrictions surrounding general solicitation is not as straightforward as you might think. As such, any company looking to raise capital would be advised to spend some time with their lawyer before sending out a mass solicitation; similar to the domain of intellectual property, we could see an influx of law firms seeking to partner with emerging biotech companies to guide them through the regulatory quagmire and maximize their visibility with investors.

While many life science companies could benefit from following the new path laid out for general solicitations, some may wish to eschew the added regulatory burdens and stick with the old model that, in addition to accredited investors, allows them to ask up to 35 unaccredited friends and family to contribute to each funding round. This doesn’t mean foregoing all the benefits of the law; the investment groups themselves will have more room to advertise for contributions under the new law, and that may lead to investors having more dry powder to invest – particularly to under-the-radar angel firms, who have previously found it hard to advertise to prospective investors. Building partnerships with these lesser-known investors will remain as important than ever.

Will general solicitation be worth the added costs? It could be, and this is especially true for life science companies. One thing LSN has observed frequently about emerging types of investors in the life science space is that more so than investors in other industries, they often have personal motives. Essentially, what we’re seeing is funding provided by angels, family offices and venture philanthropy funds looking for more than just ROI – the founders of these investment vehicles often want to make an impact on the world by targeting a particular disease that has affected their life or runs in their family. So, when we start to see general solicitations blaring from every billboard, TV set or web search, life science pitches will have a unique draw that other startup prospects lack because in this industry, general and personal come together.

This distinction will only become more valuable when phase two of the JOBS Act rolls out equity crowdfunding. For that, we’ll have to wait until next year.

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