 Counters in that are far from your typical entrepreneurs. They're usually starting later in life and don't necessarily have the same resources as their contemporaries. While many startups are born in someone's parents' basement, veterinors are typically more seasoned and have many more challenges to get their ventures off the ground. And one of the greatest obstacles standing between a veteran or spouse's company and its success is funding. And that's why we're thrilled today to be joined by the Securities and Exchange Commission's Office of the Advocate for Small Business Capital Formation. Amy Reichauer spearheads the office's outreach and education efforts. Prior to joining the office, she served as the lead advisor on capital formation matters to the chairman of the SEC. Amy previously worked in the SEC's Office of Legislative and Intergovernmental Affairs, the Division of Corporation Finances Office of Small Business Policy and in Disclosure Operations. Before joining the SEC, she served as in-house counsel to a couple of public companies. And before that, at the law firm of Perkins Poy LLP in Seattle. There she advised companies from startups to larger public companies. She is the daughter of an Air Force veteran and her uncle served in the Army and Navy, which must have made for very interesting holiday conversations. She is joined by her extremely capable colleague and SEC special counsel, Courtney Haseley. Courtney joined the office in May, 2022 and brings experience advising companies on security law issues, SEC compliance and disclosure matters and capital raising transactions. Prior to joining the office, Courtney worked at Gibson Dunn and... Have I been unmuted this whole time, guys? Yeah, just a bit. Oh, okay, okay. Back to Courtney's. Prior to that, she worked in the Division of Corporation Finances Office of the Chief Council and before that in disclosure operations for the division, before joining the SEC Courtney practice law at Wilson, so Sonsini, Goodrich and Rosati, advising growth companies and investors. She's a veteran spouse and her husband proudly served in the United States Army as an infantryman. We'll take questions following the presentations. Thank you both for joining us. I'm sorry for any names that I butchered along the way. Thanks, Dan. I think you did great. Making sure that I am off mute. Excellent. Thanks for having us today. Thanks to everybody for joining us. As Dan said, I'm Amy, my colleague, Courtney and I are in the SEC's office of the Advocate for Small Business Capital Formation. As Dan struggled through it and I did as well, it's one of the longest names in the agency but we like to think that it comes with a big mission and not to serve folks like yourselves. Maybe you're considering applying the skills you've honed in the military to launch your business or maybe you're already running a small business and you're looking to fund growth plans. So hopefully we can share a little bit about how you can help, how we can help. But before we dive into that, I do need to say that the views that Courtney and I expressed today are our own. They do not necessarily reflect the views of the commission, any of the commissioners or any of our colleagues on the staff. So with that taking care of why are we here? What do we hope to offer you? Kicking off with a long title and a disclaimer and then announcing we're from ACC and here to help me not be the most compelling message you've heard today but we do mean it. And we hope to leave you here today with a sense of who we are, what we do for small businesses and the kinds of resources that we offer entrepreneurs and their investors. So again, as Dan mentioned, while we're here we welcome your questions, your feedback, your comments and we'll try not to talk so long that we don't have time to answer those questions as we wrap up. So with that, I am going to share my screen. So give me just a sec here while I make sure this works. I'm gonna go to here and I'm going to share. It's always like the most nerve-wracking part but hopefully I get a thumbs up there and it's showing. Excellent. So we already talked about who we are. I'm gonna bump ahead, give a little roadmap of what we hope to cover today. So I'll start by telling you a little bit about the SEC and our office. Next, we'll walk through what we mean when we talk about raising capital from investors and when a company might be ready to raise capital. Many of you who are working on your businesses you might be seeking grants or loans maybe securing a line of credit. And you may be wondering if this information is really relevant at this point in your kind of business's life cycle but we hear repeatedly from entrepreneurs who do go on to raise capital from investors that they really wish they had known more sooner. And so even if you think a seed round or picking on investors really is it in the cards for you or maybe not yet, we hope that what we share with you today will help you down the road if you decide to pursue something in the future because we feel like more information sooner always benefits kind of the big picture. So we're gonna share some data on what's being raised and by that I mean who is raising it. So including some specific data on women and minority entrepreneurs and veterans like yourselves. We're also gonna focus on how they're raising it meaning what are the rules or the regulatory pathways that they're following to take on that capital from investors. We'll talk about some of the common challenges that we hear entrepreneurs have told us about. Dan mentioned some of them in his intro and to end on what we hope is a high note we'll share some tools that might help entrepreneurs kind of overcome some of those obstacles. So as we share these tools, please come back to them, visit them, give us feedback, share them with friends and colleagues in your networks. We always wanna know if we're on track, if there's more we can do, if there's something we can do to improve our resources. So let's go ahead and get started. So first who is the SEC, what does the SEC do? The SEC, the agency has a three part mission and that is to protect investors to maintain fair orderly and efficient markets and to facilitate capital formation. So you often hear about the SEC in the news, kind of going after Wall Street bad guys or investigating financial frauds and that certainly reflects a large portion of what the agency does. But as I joked about earlier and wasn't really joking, we really do wanna help. The agency does more than enforce the laws. We really want folks to understand the laws and know how to comply with them because that's really kind of essential to fulfilling that three part mission. So turning to our office, our office was established by Congress to serve entrepreneurs and small businesses and more investors. Our mission is essentially to find practical solutions for businesses and investors so that they can, so we can get out of the way and they can get to work building the great companies that are so critical to the economy. To a little clarifying point, when I say small business, that scope is pretty wide. It might not, a lot of the people we serve might not even think of themselves as small business. So we focus on everything from a very small startup all the way up to smaller public companies. So you'll see that reflected in some of the stuff we talk about today. We also have a particular focus, I alluded to it earlier, it's mandated by Congress and in part the personal passions of the office on identifying and addressing unique challenges faced by a number of underrepresented groups, minority and women owned businesses, rural businesses, businesses affected by a natural disaster and then all of the investors that support those businesses. So that's our mission, but what is it we do actually? My kids ask me this all the time, what do you do mom? So first we reach out to groups across the country to hear feedback on raising capital, how is it going? We share our resources, we identify where we can improve. If that sounds familiar, it's because we do exactly this, events just like this on a regular basis. With the benefit of the perspective that we gain from groups like you, we then do a couple of things. We monitor our rules and regs just to kind of see if they're working for people, if there are ways that we can improve them as our rules change over time. Not only do we wanna keep folks informed of those changes after the fact, we also seek to make sure that the voice of small businesses and their investors has a seat at the table and that they're really brought into the SEC's rulemaking process so that their voices are heard too. And then we also recommend policy changes both to Congress and to the commission so that we can bring the information that we gather and let the law writers and the rule writers know what we're hearing. With that, I'm gonna turn the reins over to Courtney and she's gonna tell us a little bit about raising capital from investors. Great, thank you so much, Amy. Like Amy, I'm really happy to be here with you all this afternoon. Dan alluded to this at the beginning. For me, this is personal. My husband is a veteran. When he was serving actively, I was a military wife. My family is part of this community. So believe me, I understand how important it is to provide veterans with opportunities to start their own businesses. These are often exciting new second chapters for you folks after years of military service. And likewise for military spouses and partners being able to have your own small business can provide some professional autonomy which is really critical, especially when families are moving around the country so frequently as duty stations change. So providing you all tools and resources and connecting you to those tools to be able to learn more about how to start your own businesses and raise capital. This is a priority for us here on the SEC's small business advocacy team. So thank you for letting us be here and welcome to everyone who's joined us on all the variety of streaming platforms right now. I wanna start with some background on capital raising and to do that, I wanna bring us up to the 10,000 foot level and take a look at capital raising generally and that's gonna provide some context for where and how capital raising from investors specifically fits in. So many of you probably know this from firsthand experience but entrepreneurs are relying primarily on revenue from their businesses or business to fund day to day operations and growth. And then to a smaller degree about 14% of entrepreneurs rely on personal funds. Now, as you can see depicted on this slide here this pie chart only 9% of small businesses are turning to external sources of financing. And it's by no means a level playing field when it comes to capital sources. We know this, look, having personal funds that's a great place to be it's a great place to start from it just isn't the truth for many entrepreneurs and many early stage businesses don't yet have sufficient earnings to fund their business day to day or to grow their business. So this pie that we're showing you it might feel like a bit of a catch 22. And we also know that personal wealth dictates the financial starting line for many entrepreneurs and what I mean by this is if you come from a wealthy background you're more likely to have a head start when it comes to starting your own business. So when we look here at median family net worth broken down by race and ethnicity we see a stark difference and that difference it can have pretty profound impacts on minority entrepreneurs especially in other founders as well just to pull in some other stats and data for you because we like stats and data here in our office. Latino and African American entrepreneurs they start with about one and a half to 2.75 times less liquid wealth than their white counterparts. I struggle with this ratio all the time so I'm gonna pause and bring in another example to streamline this. So imagine the white owner has $275 of liquid cash sitting in their pocket. The Latino owner has $150 and the black owner has just $100. So that's the kind of wealth gap we're talking about. And Dan mentioned at the beginning to the retropreneur community also encounters a wealth gap. There aren't always the same resources available to them as other entrepreneurs. So we're gonna come back to this concept of wealth gap a little bit later but it really exacerbates the challenges that minority and other founders can have accessing capital. All right, a few slides ago we looked at that pie of sources of capital and I wanna now look at the external sources of capital specifically. That was that 9% of the whole funding pie and that's based on 2020 data. So here on this slide, we're looking at 2021 data and we wanna break down what are these external sources of capital? And you can see really clearly these top lines these biggest lines, these are debt. And this is telling us what you already know early businesses are often and primarily financing themselves through debt. This is loans, lines of credit, credit card debt, equity investments is really just a much smaller portion of that whole pie. So it's that purple bar right here at 6%. And this is because, I think we need to go, oh, yep, got it. Taking on investors isn't usually the first step in a small businesses journey. Let me know this. When you raise capital from investors you're giving away effectively a portion of your company. You might hear this referred to as diluting the founders interest in the company and taking on investors is scary, it's hard. It's like taking on a new business partner and there are pros and cons to weigh. And so this is why we see founders at the beginning tend towards looking for non-dilutive sources of capital like loans or grants before turning to investors. But, and here's that big but again, and this is gonna link us back to the wealth gap we talked about and the level playing field. The problem is securing and finding that non-dilutive capital, that's also not always a level playing field. And in fact, data like on this slide right here tells us that minority entrepreneurs face greater challenges accessing debt financing like loans than white founders. And you can see some really noticeable disparities here in terms of the rate at which minorities are approved or denied for loans as compared to white founders. And these disparities and these obstacles accessing non-dilutive capital, these are some of the reasons why entrepreneurs go looking for investors, go looking to raise capital from investors to grow their businesses that way. Okay, so you're probably tracking, you might be wondering though, I get what you're saying Courtney, but what the heck does this have to do with the SEC? What did the SEC have to do with my small private business? Why are Amy and I here? And these are really fair questions. And it's true that maybe at the early stage of the SEC might not seem very relevant but as small businesses turn to raising capital from investors, that's when you might find yourself offering and selling securities to those investors in exchange for capital and the SEC regulates security. So there's the nexus, right? And under federal securities laws, all offers and sales of securities, they have to either be registered or conducted under an exemption from registration. This is true for companies of all size, whether you're private or public, it's true for sales to one person, sales to your aunt Betty in California, Idaho, wherever, right? It doesn't matter. And so we're putting it on your radar because this is what really catches some folks by surprise when we go out and talk about our office. But the SEC does actually have oversight of an interest in activities of some small private companies. I used that word security a couple seconds ago and I wanna put a pin in it because it's a complicated loaded term in the capital raising world. And like all things with our securities laws here in the US, it is not easy to define, determine what a security is because securities laws define the term security very broadly. But some common types of securities that you're probably familiar with, you've heard of in the news, right? Common stock, stock options, restricted stock, even convertible debt. Everything on the slide are samples of what's generally referred to as a security and not all early stage capital raising or capital raising generally necessarily involves a security. So for example, we talked about it, federal grants, donations, even promotion type programs like rewards or pre-purchase of products, those might be ways to raise capital, but they're generally not considered offers and sales of securities. But we're flagging this for you just because it's important to know when you might be dipping your toe into the offer and sale of securities world. These are, I realize like really fundamental concepts and we're really just scratching the surface and defining them for you at a high level. But we want you to walk away from this with a basic understanding of when you might need to turn to an attorney or advisor for some help. And this is probably also a good time to remind everyone that we will be making this presentation, these slides available through a few different platforms after the event. So no need to pick down notes while we're talking these definitions, these concepts are gonna be there for you later. And Amy also is gonna hop back on towards the end and walk you all through some of the resources that we have, which will include resources that help break down some of these fundamental capital raising concepts. Okay, we've talked about what it means to raise capital from investors. And we've talked about through that 10,000 foot survey why it might be that certain entrepreneurs turn towards raising capital from investors. So how do you know when it's right for your company? How do you know when your company is ready? This is a question we get all the time. And I like to think about it as a new adventure, right? And with any new adventure, you're gonna do a lot of planning. You're gonna start by asking the right questions. And so our office created this helpful mnemonic here capital as a way to help you all walk through some of the questions and considerations to ask. The buzzwords are all on the slide, but I think it would be great if we paused a minute here a couple of minutes maybe, capital's long and just walked through what this all stands for. So see us for cap table, cap table and financials because when you meet with potential investors, they are definitely gonna wanna know who owns the company. They're gonna wanna clear sense for the company's ownership structure and also the company's financial health. A is for amount needed because you're gonna be asked and you're going to need to know how much money are you looking to raise, which leads you into P. P is for planning your use of proceeds because the investors, potential investors are gonna wanna know why you need their money and what it's gonna be used for. And I is for investor strategy. Look, there are a variety of different kinds of investors out there. Some investors bring strategic industry expertise, some bring their networks, some bring both. And investors also have different levels of expectations regarding the kind of involvement they would like to have with the company. So you wanna bear all that in mind when you're looking for potential investors. T is for time, time and resources because this whole process of trying to find and then securing capital from investors, it is time consuming and it might even feel like a second full-time job. On top of the job, you all already have a running your own businesses. So it is not for the faint of heart. So plan ahead, right? It's not a quick process. A is for accountants and advisors and attorneys too because you're gonna need the whole team, the right team of professionals to help you get through this process. And L is for long-term vision. So you're gonna wanna be really realistic about, again, back to potential investors. They're interested in exit, the kind of return they're looking for and the time horizon for doing so. So this is a ton of information but addressing these questions in advance it can really help you be ready to raise capital. All right, so you say you're ready, you're considering bringing on new investors and you might be wondering like who are they? Who do you turn to for capital? What are these buckets of investors that might be out there? And we know that for small business owners, many small business owners, you don't always have the right for any existing network to draw from. So at the earliest stages, we often see folks turning towards friends and family. And these are, thankfully, often you're pretty silent partners, right? They're the easiest ones to help you get started. But if you don't have these friends and family with this liquid cash to help you loan you money to get started, we also see business owners turning at early stages to angel investors. You've probably heard this term. Angel investors are high net worth individuals. They tend to invest their own money directly into the company and they bring valuable insights to the company too. They often invest in the earliest rounds. We call them seed stages or series A rounds. And they might also be looking for a seed on the board. So they might be getting more actively involved in the macro direction of your company. In addition to, hopefully, giving you some pretty good advice about how to navigate things. Another common category of investors that we see investing in early stage businesses are venture capital as venture capital funds. And these funds tend to invest in growing companies across the life cycle. So from a series A round all the way to a public offering, if that's where your company is going. They take very active roles or they tend to take very active roles in mentoring their portfolio companies. They can bring a lot of industry expertise. They can help you leverage their network. And they also tend to repeatedly invest round-to-round which is, it's just nice. So while equity capital from investors like these isn't a huge piece of the overall funding pie, it's still a significant amount of capital. So how much money are we talking about? Well, just to level set here, we've got a slide regarding angel investors and the amount of capital raised by deal pound and total value. And you can see that over a 10 year history, that the trajectory, it trended up, which is great. More and more money is coming from the angel investor community into small businesses. And then 2021 was just a gang buster year. We don't have a 2022 full data yet and trends have shifted, but suffice it to say last year was a great year for small businesses who were looking to source capital from angel investors. And this was true also about venture capital funds. They had contributed increasing amounts of capital by deal, count and value over the last, what was this, like eight-ish years. And 2021 was really a high watermark for the venture capital community. There was $340 billion deployed. So many companies were actively and successfully raising capital from investors in 2021. I think that's the really big encouraging takeaway for those of you considering raising capital from investors. And you've now listened to me talk for quite a while. So I'm gonna pass the mic back over to Amy who's going to describe who are these founders and entrepreneurs who are receiving the capital and through what pathways? Thanks, Courtney. So one thing that's interesting to know about raising capital is these investments still remain pretty heavily localized. So angel investors tend to focus within their local communities, which makes sense. In fact, as the slide shows, the distance between angel investors and their target companies averages about 37 miles. So really we're talking local networks. Local networks really do matter. And that's great news for folks in kind of capital raising hubs, right? Silicon Valley, New York, Boston, major cities. But it means that founders in more rural areas may face some greater obstacles getting started. Let's take a look at the broader picture geographically speaking. So here you can see nationwide where capital is being raised. This map reflects amounts raised in registered offerings. This is from July of 2020 through June of 21 for those who wanna kind of keep track of the data here. I'll also share later where we can see more of this if you wanna find that. So here, these are registered offerings. You'll recall that Courtney told us earlier about one of the cornerstones of securities laws is that every offer and sale of securities must be registered or fit in an exemption. These are registered offerings. So these are, you got your initial public offerings or IPOs, other kinds of registered offerings like where a company that's already public then goes back to the public markets to raise more, sell more stuff. This includes all of those. And you'll see those darkest blue areas, that is, those are the highest aggregate amounts raised. And you can see that concentration that we've talked about on the coasts and the urban hubs, you know, you can a little lighter in some of the middle states turning to exempt offerings. So here, this one, this is showing capital raised under regulation D. That's a set of exemptions I'll talk about in a little bit but for now, we're gonna use it at least just as a proxy for what's happening in some of the exempt offerings. And I chose Reg D because it includes the most commonly used exemption. Again, I'll talk about those in a little bit but for now, I just wanted to show again, that concentration, you see these bolder teal regions along the coasts and in some of the traditional hubs. Another common pattern, eyeballing this, I think you probably see even more in these markets than in the registered offerings, registered offerings we had a little bit more dark blue and a few more places but this is a pattern that we see and you'll see a lot. So that's a little bit about where the offerings are happening. Let's talk a little bit about who. So as I said in the beginning that our office has a pretty broad mandate, not only do we advocate for all small businesses, we are also mandated by Congress to identify those unique challenges I mentioned for. So underrepresented groups, minorities, women owned businesses, at rural businesses, groups like that. So, sorry, I missed my mouse button there. So I'm looking at women, women business owners. There's been some pretty significant gains in recent years. Nonetheless, women business owners remain underrepresented both as founders and as recipients of capital from investors. So as you can see here, less than half, only about 41% of new entrepreneurs in 2020 were women. Of those women, if you look at those who were getting angel funding, women constituted only about a third, about 33% of entrepreneurs that sought angel capital. Looking at VC funding. So angel funding, you know, those kind of high net worth individuals, VC funding, the more pooled, slightly more growth company oriented. If you look at VC funding, we saw the high water marks in 21, the just huge amounts raised. And that was true. Women founders in the first half of 2021 raised over $25 billion in venture funding, another high, all-time high. However, women-founded companies raised less relative to their men-founded counterparts. So just 2.3% of venture dollars went to women-only founding teams. So you can see there are some gaps there. There's some disparity. So now I'm turning to minority business owners, as you can see from the slide. You'll see that there's been quite a jump in minority entrepreneurship across groups from 96, which is that top bar, all the way to 2020, which is that middle bar. So you can see the dark floor, the white and then the various minority groups, you can see all of them expanded over those years. So if you then look at 2020, in fact, by this time, that population spread is pretty similar. It kind of reflects a similar breakdown as the overall population, so which is that bottom bar. So that is great news. The minority engagement in entrepreneurship is up. It's tracking with the population, very exciting. However, in 2020, minorities constituted only five, a little over 5% of entrepreneurs that were seeking angel capital. So it might be hard to see in the slide, but minorities make up about 45% of new entrepreneurs in that second bar, and yet only 5% are seeking angel capital. So again, you see a gap there. In addition, so minorities aren't just less likely to seek it, they're less likely to receive it. So only about 28% of VC-backed founders were minority entrepreneurs. So, topic for a whole nother discussion, but whether it's a function of ongoing structural biases or other systemic issues, we just repeatedly hear that entrepreneurs face challenges as a result of what folks call pattern matching. And that's that tendency of investors to fund entrepreneurs that look like them or look like their traditional image of what a successful founder looks like. So I'm gonna pivot here to rural businesses. You'll recall from earlier that early stage investments are still localized. And then as we saw the maps, very concentrated in some of those big urban centers. And that's very true. That said, rural business owners are on average, kind of raising increasingly larger amounts of capital. So what this slide shows are amounts raised under Reg D. The one I mentioned earlier and regulation crowdfunding. Again, I'll talk about both of those a little more later, but just to show you that definitely trending up in amounts raised. Another thing I find interesting about this is if you look at the red crowdfunding, those are the dark blue bars that even more so than Reg D, you'll see that kick up in 2020 and 2021 around the pandemic when small businesses were looking for ways to fund, fund their way through the challenges that the pandemic kind of dropped in everyone's lap. So we saw a little bit of an uptick in crowdfunding there. So that was sort of an interesting thing to see among rural business owners. And then finally, I wanted to highlight a demographic that I suspect is near and dear to many of us in the virtual room here today, veteran and military spouse business owners. We do not have good data currently on the capital raised by veteran and military family entrepreneurs. That's why you haven't seen it in the slides where we work on collecting data across groups. And so, you know, stay tuned, but we did have some interesting stats on the important role that veterans and military families play in the small business ecosystem. So veteran owned businesses make up over 6% of US employer firms and they employ over, they employ about 4 million workers. So that's, that is definitely a non-zero slice of the pie that veteran businesses are responsible for. And a little bit, Courtney's gonna talk about the importance of networks and we've talked about it a little bit. And of course, it's gonna be news to no one listening to me today that there's a considerable amount of networking in the veteran and veteran connected business owner community. In fact, veteran owned businesses are three times more likely to hire other veterans and military spouses than other businesses. So just a few interesting stats. That's a kind of who's raising capital and who's building businesses. Let's, you know, in addition to the who, let's look at how they're doing that. Let's take a look at the rules out there that they're following to raise that capital. So here you go, this is a little bit of an eye test. I apologize for that, but I'll sum it up for you. You've heard our refrain a couple of times now. I feel like you could all sing along with me, but every offer and sale of security, it needs to be registered or find an exemption. This slide basically just kind of recaps that. You'll see the registered offering and the types on the one side in the kind of brighter blues and then the darker blue, those are the registered offerings and a number of exemptions that are available. I'm not gonna make you try and read them here. I have some slides that break them down at least a little bit more clearly for you. So a couple of times I've mentioned regulation D. Had it as the kind of representative sample, excuse me, to show where capital is being raised on the maps. And I mentioned that it includes the most commonly used exemption. I probably promised I would share some more. So I'm gonna do that now. Regulation D actually includes three different exemptions, but the first one on top here is rule 506B. This is the classic private placement. This is far and away the most common type of exempt offering that we see. Under 506B, a very high level, companies can raise an unlimited amount of funds primarily from accredited investors. I'll talk about that in a minute. They can't generally solicit or advertise the offering. So basically the company needs to have a sort of a pre-existing substantive relationship with any potential investors in that private placement. So that's one exemption. 506C is a little bit more of a recent twist. This was introduced in the JOBS Act. And this is where, again, the company can raise an unlimited amount of capital, but they can generally solicit. The twist on that though is they can generally solicit, but they have to make sure that anyone who actually invests in that offering is definitively an accredited investor. And they have to take reasonable steps to verify that. So a little bit of a higher standard there in exchange for the ability to advertise the offering. REGD also includes another exemption under rule 504. This is for limited offerings of up to $10 million in a 12 month period. And that's usually with investors with whom it has, the company has a relationship. Outside of REGD, there are other options. So I mentioned crowdfunding a couple of times. Under regulation crowdfunding companies can raise up to $5 million in a 12 month period. And these offerings are conducted through a registered funding portal, a registered intermediary. So that platform posts the offering and then that intermediary serves as a bit of a gatekeeper and a little bit of an extra support system for an issuer conducting this kind of offering. They generally can be advertised. There's a few limits in the rules, but the whole point is that you're advertising to your offering to the crowd and collecting smaller investments from a number of, a greater number of investors. There are some disclosure and filing requirements under crowdfunding. So both at the time of the offering and in an ongoing basis for a period of time. So again, you can see the exemptions balance it out and the more you're advertising to people who might not be familiar, the more there might be some investor protections baked into the exemption. So that's kind of the thought behind it all. One thing about crowdfunding is that, the crowdfunding I'm talking about here, regulation crowdfunding offerings, those are only for securities. There are lots of other types of crowdfunding that don't involve securities. And remember Courtney talked a little bit about what is and isn't a security and when you might wanna be paying attention. But there are other types of crowdfunding out there that are more rewards or donation-based through platforms that you've probably heard of like Indiegogo or GoFundMe or things like that. Those aren't relying on regulation crowdfunding because they're not issuing securities. They're not offering and selling securities. Back to that refrain we keep talking about. Another one I'll highlight here is regulation A. That is sometimes these are called mini IPOs. There are disclosure and filing requirements. Again, both at the time of the offering and on an ongoing basis. Those requirements are not quite as sort of fulsome as an actual registered offering, but they're definitely higher than some of the other exemptions. And companies can in fact go through the reggae process. There's a pathway to become a public reporting company by doing a reggae offering. Not every reggae offering, but there is the option if the company is at that stage and ready to go. Also just to point out on the slide, if you're risen capital from all investors within a single state, you may be able to take advantage of an intra-state offering and then you would have to comply with the laws of that state. Oftentimes we don't see this one used as much. I'm in the DC area. I can barely plan dinner without crossing state lines. So sometimes you just end up in regions where intra-state is a little bit too limiting, but in other regions it might be more popular. So those are some of the regulatory pathways as we like to call them. Those are some of the rules that folks can follow, the exemptions that they can follow to raise capital. I didn't go through all of them, but you can get to the slides. And again, I'll show you resources later. I also wanted to share earlier, we looked at where the capital is being raised geographically speaking. This slide depicts something a little bit different. This is comparatively which offering pathways are being used. So each of these bubbles of blobs represents one of the exemptions and they're proportionately sized for the amount of capital raised under that exemption. So the purple ones are the registered offerings and then the navy blue are the exempt. You can see five or six B as I said, far and away at the largest. Some of the exemptions like crowdfunding even though it had that bump in 2020 and 2021, so pretty small on the overall grand scheme of things. I think some people are sometimes surprised that those purple blobs are so big. I mean, are not as big as the blue. There's not as much capital raised in the public offerings in the public markets as there are in the private markets and in the exempt offerings. So I think that sort of underscores not just why Courtney and I are here today and why the SEC is sort of interested and invested figuratively speaking in the small private company, but also why it's so important for entrepreneurs like yourselves to sort of understand these rules and to have tools and resources that are accessible and can help you to kind of understand the opportunity to raise capital from investors and the obligations that come with it. I'm gonna rest my voice in your ears and I'm gonna turn the mic back over to Courtney to share some of the challenges that we hear about from various entrepreneurs. Great. So one challenge is capital itself running out of cash, the inability to raise new capital. This is the number one reason that startups fail and most companies are not failing because they don't have a great idea or a great service or product, but simply because of some of these threshold financial barriers. Another obstacle we hear about is network. And we've mentioned it a few times now peppered into this presentation, but half of new entrepreneurs are citing networks and connections as a challenge compared to just a third of more mature businesses. So if you don't have friends and family in your pocket who are in a position to invest or your network doesn't consist of really wealthy individuals or folks with relationships to VC funds, it can be really hard to get started, to know where to start and increasingly difficult to even navigate all these complex regulatory pathways that Amy just ran through. And we know that the networking obstacle is especially acute among minority entrepreneurs. Studies show, for example, that black entrepreneurs are, they have fewer connections to VC funds and banks and Latino entrepreneurs, they are 22% more likely than white entrepreneurs to rely on personal or family savings as a funding source. Now hearing those things and then being reminded of what we were talking about at the very beginning, these funding, these personal wealth gaps, you can see how these factors kind of coalesce and can really have an unfortunate impact on early stage access to capital. And finally, another challenge we hear about frequently is education, information, knowledge. And I'm talking about information and education about capital raising, right? About the meat that Amy and I are here talking about. Half of new business founders report that education is a challenge in capital raising and that's more than twice the rate for entrepreneurs with mature businesses. So this reveals like a pretty steep learning curve, in other words. So even for the most technically sophisticated entrepreneur, you could be a biotech guru or an app developer, the language of capital raising, these nuances of our federal securities laws, they can be really inaccessible. And just because someone is a great entrepreneur, has great entrepreneurial insight, doesn't mean that they're going to be naturally fluent in our securities laws, which is why we have learned and we hear all the time, there needs to be more accessible capital raising toolkits out there to help ensure that entrepreneurs and folks like yourselves who might not be fluent in our securities laws have a place to turn to, to get some really important fundamental information. I hope Amy has rested her voice because she's jumping back in. We're gonna take a little tour of all the resources we have available for you all that we hope will help. Yes, thank you. I'm actually gonna get really brave. I know we're running a little tight on time, but I am going to switch gears. I'm gonna shift from the slides to our actual site. So we have a number of resources that we have put into place for folks like yourselves, and they're all available through our capital raising hub and the URL, if you can see it here, is sec.gov forward slash capital raising. So hopefully easy enough to remember until you can get your hands on the slides. Here you'll find not just the resources that our office has created, but also resources that other offices across the agency have developed over the year. So it truly is a centralized educational resource for entrepreneurs and their investors. We wanna make sure not only that resources are out there, but that they're accessible, meaning like you can find them, you can understand them, you can digest them. So feel free to explore and let us know how you think we're doing. I just wanted to highlight a few of the resources that you'll find on the hub. It's divided generally into, I know I kind of think of it as 100 level, 200 level type courses. So if you're just getting started, there's a number of resources for you. If you've done a little bit and you're a little more familiar with the rules, you can dig a little bit deeper. And then down here, there's data and research on the landscape itself. So a couple that I'd highlight for you, navigate your options. This is an interactive tool. My husband likes to call it a choose your own adventure. It's gonna ask a series of seven questions about your business and then based on your responses, it will kind of direct you to some of the exemptions, some of those pathways I talked about that might be more relevant to your story. So I'm just gonna make up answers to get our way, make our way through here. But I'm gonna say, you'll see that the questions kind of make sense if you remember some of the things we talked about today. So first of all, does my business exist? I'm gonna say yes, but if you said no, you'd get directed to some resources, including the capital acronym that Courtney so hopefully walked us through. It's gonna ask if I've explored other options for raising capital or for funding. In this instance, I'm gonna say yes. If I said no, it would send me somewhere else, but that's some of that non-dilutive capital, the debt, the grant, things like that. Here, it's gonna ask me if I've already chosen my pathway. I haven't, that's why I'm using the tool. If I had, it'll just direct me to some more resources about specific tools. Oops, that did not work. Let me try that one again. Yes, I exist. Yes, I've explored other capital. No, I have not, there we go, sorry. Clicking too fast. So it's gonna ask me how much I wanna raise. Remember that some of the exemptions I talked about have limits on how much you can raise. For argument's sake today, I'm just gonna say between a million and five million. And it's gonna ask me how am I gonna connect with my investors? Remember we talked about general solicitation or advertising or where you couldn't. I am gonna say, I don't really have a big network, so I'm gonna need to find new people. I'm not gonna be able to just, within my network, I'm gonna advertise. It's gonna ask me where they are. Remember I said there's an intrastate exemption, but of course, I live basically on a state line, so I'm gonna go outside my state. And then it's gonna ask me if my investors are accredited. I'm gonna turn to that in just a sec. But right now I'm gonna say no, just to produce some results and wanted to get you a page that looks like this. So these top ones are gonna be more relevant based on the answers that I gave. The bottom ones, something about my scenario suggests that that might not be the right fit for me. You can click in on any of these buttons and learn more about that exemption and maybe why it isn't a good fit for you. One thing that's also behind this tool that's kind of helpful is that it's not just the requirements of the rules, it's also the data on the usage of those exemptions. So you'll see here that a registered offering isn't relevant to me according to the tool, not because I couldn't do one. There's no rule that says I can't launch an IPO to raise a million dollars. But practically speaking, based on the data, we see that that's not really what companies are doing. So that's gonna be reflected in here too. So that's our tool. I'm gonna go back to the hub intentionally this time, just to point out a couple more things. We've been throwing around a lot of words. We've tried to explain some of them at a very high level, but as anyone who's launched into this space, there is a lot of jargon. So we have a glossary of terms that we call cutting through the jargon in an effort to try and make some of the language of capital raising more accessible. There are several chapters you can go through. So we have kind of curated subset, but you can also just go to our A to Z. And here we have a number of terms that we come across or that you may come across and you might want a little more information on scrolling down just quickly. You'll see a credited investor. I've mentioned that a couple of times, but I never explained what it was. So this will give you a high level idea of what an accredited investor is. There are for individuals, for example, there are income and net worth thresholds or certain professional certifications and licenses that would make you an accredited investor. You can learn all about that here. And then most definitions also have suggested resources if you wanted to drill down further. I'm gonna hop back one more time. Speaking of drilling down further, if you're looking for a little bit more than a glossary, just a definition you want a little bit more in depth, but not too much, because we don't want to overwhelm anyone. We have a series of kind of like a one pager that we call our building blocks. These are, you'll see set up kind of along the light. It's a little bit of the 100, 200 level coursework, but it's also a little bit along the life cycle of your capital raising journey. So if you're just getting ready, here are some resources. If you're kind of into the early stage capital raising, there are a number of resources. And then if you're later stage, there are a number of resources. And just to give you a sense of what those are, for example, the capital list that the acronym that Courtney mentioned, that's one of our building blocks. And you'll see here in a little more detail than we were able to include on the slide. You can also using the accredited investor example. Again, you can go down here to early stage capital raising, pull this up, try that again, pull this up and learn a little bit more about the financial criteria, the professional criteria, those are for individuals, a little more on the, on entities and how entities are considered accredited investors. So there are a bunch of topics here and they are ever growing. In fact, we just launched a few of them on Halloween, stage in, we've got some more in the pipeline. This is absolutely one of those resources that exists because folks like you said they would be helpful. We were at an event like this and someone was like, you know, this is really complicated. I just wish there was a cheat sheet. And we were like, wow, that's a great idea. Let's make some cheat sheets. And so now, you know, we have, I think we have about 10 of them on here. So maybe 13. So those are building blocks. That's kind of our hub. There's a lot more resources on there and I invite you to explore. I think the only other one I was gonna flag because I think I promised I would share where you could get more data are capital trends maps. And so remember I showed you regulation D and I showed you registered offerings. All that information is here. We have three years of data for basically four different pathways. So, you know, if you wanna see what, you know what's happening in red crowdfunding in 2021, here's red crowdfunding. If I wanna see how it looked a year ago, it'll update. So you can play with that as well. Just to, you can explore if you hover over you can see specifically like, oh, hey, I wanna go see what's happening in, you know, California and it'll tell you the amount raised, the number of deals. So if you're a data head like Courtney or myself, lots of people in our office, those are also available to you. So I am in fact, going to stop sharing my screen here just a moment and I can see my face because I wanted to wrap up the tour and a couple of things I wanted to make sure it's in the slide deck and it's on the hub but you can always get in touch with us if you have questions, if you have feedback on our resources, we love to hear from folks. So please do that, whether we also, I think have a few minutes for questions if I look at my clock, right? So we're happy to take questions and if we don't get to it today or you follow up with a question later, we'll make sure you know how to get in touch with us. Amy and Courtney, what a great job. Your website's incredible, great resources for our folks. We do have a question. Derek Brown had a question. Derek, if you're interested in coming on camera here, are you there, Derek? Yes, hello, how are you? Good to see you again. Good seeing you. Yeah, so I just had a question about, I hear a lot about just minorities and just access to capital. Just wondering, is there additional mentorship opportunities to follow up, to guide through the process, handhold it through the process because there's truly these like structural issues that are preventing access to capital, then discouragement is real and coming up against that small fish coming up against the pond. So just curious about that. And then the other thing is that, all of the links, when I try to click on them, it just says, oops, page not found. So if you can, I'm wondering if you could send those out another way or another way to access those? Yeah, absolutely, we can double check the links that are going into the chat, but we can also happily share them all, whatever the best way is, but we'll chat with Dan afterwards and make sure that these resources are shared. Thank you so much. And we'll put those, we'll have a page on Patreon at bootcamp.org for those and share those. Ray Antonino had a comment and raised a recent winner of $50,000 of funding. So he's got the time, my guess, Ray, are you out there? Yes, but man, I don't know if I want the securities and exchange commission to know. I told you, we're here now. We're not the tax office. No, so first I want to say incredible workflow that the SEC has provided. Super easy to navigate. I was making a comment that the Interstate offerings is something that we learned, like South Carolina will offer tax incentives to its investors within the state to invest in and offering for a company within the state. So those can sometimes be really great vehicles for last minute funding for anybody that wants to check out their state. I know that that's been something that myself and others have taken advantage of because people will have some money they need to find a home for before the end of the year and what better than to do that through an Interstate offering, that's all. And that's it, just great website, great navigation. Thanks for this tool. I mentor a lot of people and I'm looking forward to sharing these links with others. That's great to hear. Please share away. And then just I want to say one thing on Derek's comment. It just reiterates the importance of networking. We work with so many groups that focus on trying to mentor and support and build ecosystems, whether it's for Black, African American entrepreneurs, women entrepreneurs, women of color entrepreneurs, veteran entrepreneurs like this group here. We try and engage with a number of those groups. You can, I can't endorse anyone in particular, we love you all, but you can find some of those groups on our events page that's available through our homepage, which again, we'll share those links. You can kind of see what other groups we do things like this with. Some of those groups might be of interest to you. So that's another way to kind of see who's out there supporting, whether it's your region, your business area, your demographic group, your interests. So again, just that importance of finding networking and building those ecosystems. It's something we're very focused on what we can do to help make sure folks are feeling supported in building those ecosystems. Thank you so much, Amy. Thank you, Courtney. Very exciting also to hear that you're going to be looking more and more into segmenting out veterans and the veterans population to see how we and our families are doing in business. Thank you all so much for your time. Do have to get out of here pretty quick. Want to thank our friends at SEC's office of the advocate for small business capital formation. Great presentation. It'll live on on our social networks. So that's there. It'll also be on patriotbootcamp.org with the presentation. Just want to remind you February 9th through 11 here at DEV National Headquarters we got another Patriot Bootcamp our winter cohort. So 2023 February 9 to 11 here at DEV National Headquarters near Cincinnati. You can sign up for that at patriotbootcamp.org. I think the links are up in most of the chat sites out there. So please join us. If you're not able to attend, please share it. We need to get as many quality candidates as we can to look at this. And these are all people will continue to help. Thank you all so much for your time. Have a happy Thanksgiving and God bless you.