Jun 13 2007 by Jason

Can I Be Creative In My Financing Approaches Without Committing a Securities Violation?

Q: We are in the midst of raising capital and was trying to “Think outside the box” and come up with innovative ideas.

We thought of our website. We decided to put our fundraising efforts on our website.  For instance:  “We are raising $1.5 Million – if you’re interested “click here.”

“Click here” leads you to a form that you fill out and we would then contact you.

3 months ago we hired a consultant. Well we ran past him our idea, and told us that it would violate Blue Sky Laws is that correct? I can’t find anything that supports his theory. We aren’t trading shares or securities nor our we attempting too. we are merely getting information. Is that a crime?

A:  (Jason)  Your consultant is correct.  Merely offering unregistered securities (which yours are, as you are a private company) to the general public is a violation.  You can not use your website to solicit investment.  If you do, it should be password protected and only accredited investors should be allowed access. 

A general “hey, we are raising money” tell us about yourself, is way too close to the line to be safe.  I would never mention anything about fundraising plans on a corporate website.