A crowdfunding intermediary is the entity that mediates offer and sale of crowdfunding securities through its online electronic platform. A crowdfunding intermediary may be a: (a) registered broker; (b) investment house; or (c) funding portal. Continue reading below for the list of permitted activities for crowdfunding intermediaries.
ISSUER SELECTION
Determine whether and under what terms to allow an issuer to offer and sell securities in reliance on the Crowdfunding Rules through its platform.
HIGHLIGHTING OFFERINGS
Apply objective criteria to highlight offerings on the platform where:
- The criteria are (i) reasonably designed to highlight a broad selection of issuers offering securities through the funding portal’s platform; (ii) applied consistently to all issuers and offerings; and (iii) clearly displayed on the funding portal’s platform.
- The criteria may include, among other things, the type of securities being offered (for example, common stock, preferred stock or debt securities); the geographic location of the issuer; the industry or business segment of the issuer; the number or amount of investment commitments made, progress in meeting the issuer’s target offering amount or, if applicable, the maximum offering amount; and the minimum or maximum investment amount; provided that the funding portal may not highlight an issuer or offering based on the advisability of investing in the issuer or its offering; and
- The funding portal does not receive special or additional compensations for highlighting one or more issuers or offerings on its platform;
TOOLS FOR INVESTORS
Provide search functions or other tools that investors can use to search, sort, or categorize the offerings available through the funding portal’s platform according to objective criteria where;
- The criteria may include, among other things, the type of securities being offered (for example, common stock, preferred stock or debt securities); the geographic location of the issuer; the industry or business segment of the issuer; the number or amount of investment commitments made, progress in meeting the issuer’s target offering amount or, if applicable, the maximum offering amount; and the minimum or maximum investment amount; and
- The criteria may not include, among other things, the advisability of investing in the issuer or its offering, or an assessment of any characteristic of the issuer, its business plan, its key management or risks associated with an investment;
COMMUNICATION CHANNELS
Provide communication channels by which investors can communicate with one another and with representatives of the issuer through the funding portal’s platform about offerings through the platform, so long as the funding portal:
- Does not participate in these communications, other than to establish guidelines for communication and remove abusive or potentially fraudulent communications;
- Permits public access to view the discussions made in the communication channels;
- Restricts posting of comments in the communication channels to those persons who have opened an account on its platform; and
- Requires that any person posting a comment in the communication channels clearly disclose with each posting whether he or she is a founder or an employee of an issuer engaging in promotional activities on behalf of the issuer, or is otherwise compensated, whether in the past or prospectively, to promote an issuer’s offering;
ADVISING THE ISSUER
Advise an issuer about the structure or content of the issuer’s offering, including assisting the issuer in preparing offering documentation.
PROMOTERS
Compensate a third party for referring a person to the funding portal, so long as the third party does not provide the funding portal with sensitive personal information of any potential investor, and the compensation, other than that paid to a registered broker, is not based, directly or indirectly, on the purchase or sale of a security in reliance on the Crowdfunding Rules offered on or through the funding portal’s platform.
Pay or offer to pay any compensation to a registered broker for services, including referrals pursuant to paragraph (F) of this section, in connection with the offer or sale of securities by the funding portal in reliance on these Rules, provided that:
- Such services are provided pursuant to a written agreement between the funding portal and the registered broker; and
- Such services and compensation are permitted under this part;
Receive any compensation from a registered broker for services provided by the funding portal in connection with the offer or sale of securities by the funding portal in reliance on these Rules, provided that:
- Such services are provided pursuant to a written agreement between the funding portal and the registered broker; and
- Such compensation is permitted under this part;
ADVERTISING THE PLATFORM
Advertise the existence of the funding portal and identify one or more issuers or offerings available on the portal on the basis of objective criteria, as long as:
- The criteria are reasonably designed to identify a broad selection of issuers offering securities through the funding portal’s platform, and are applied consistently to all potential issuers and offerings;
- The criteria may include, among other things, the type of securities being offered (for example, common stock, preferred stock or debt securities); the geographic location of the issuer; the industry or business segment of the issuer; the expressed interest by investors, as measured by number or amount of investment commitments made, progress in meeting the issuer’s target offering amount or, if applicable, the maximum offering amount; and the minimum or maximum investment amount; and
- The funding portal does not receive special or additional compensation for identifying the issuer or offering in this manner;
DENY ACCESS TO PLATFORM
Deny access to its platform to, or cancel an offering of an issuer, pursuant to Section 13 (Measures to Reduce Risk of Fraud), if the funding portal has a reasonable basis for believing that the issuer or the offering presents the potential for fraud or otherwise raises concerns about investor protection.
ACCEPT INVESTMENT COMMITMENT
Accept, on behalf of an issuer, an investment commitment for securities offered in reliance on the Crowdfunding Rules by that issuer on the funding portal’s platform;
REMITTING PAYMENT
Direct investors where to transmit funds or remit payment in connection with the purchase of securities offered and sold in reliance on the Crowdfunding Rules.
RELEASE OF FUNDS IN BANK
Direct the assigned bank to release proceeds to an issuer upon completion of a crowdfunding offering or to return proceeds to investors in the event an investment commitment or an offering is cancelled.
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