latest news from
Regulation D Resources

Fee Increase – Investor Web Portal Application

Please note effective June 27, 2017 we have increased the fee for the portal application for non-RDR offering preparation clients to $5,000.  This is for a standalone portal for a non Regulation D Resources offering preparation client (a client just using the portal application technology and not our offering preparation services).

Offering Preparation clients of RDR are still provided access to the investor portal application for a $3,000 build fee.

Author: admin

Tuesday June 27, 2017

Category: Capital Formation and Regulation D

Real Estate Top Volume Sector – Private Placement Fundings For First Quarter 2017

Regulation D Resources (“RDR”) is excited to announce our Private Placement Market commentary for the first quarter of 2017.


Sector Information

Real estate led the way in the first quarter of 2017 as the top volume sector for execution and funding of private placements through RDR.  Prime sectors were multi-family acquisitions including value-add opportunities and Class A properties.  Senior care facilities and mixed-use residential/retail type developments were also high volume real estate sectors in early 2017.

While the heady days of single family value-add and “rehab and flip” type opportunities are getting more crowded in terms of competition – we still saw healthy volume in operators seeking to raise and deploy capital for these types of offerings.  Many of these operators focus on soon to be gentrified areas in urban centers or deploy capital into suburban areas in the path of growth.

Fossil fuel related offerings remained steady in terms of volume and are the second highest grossing volume sector executing private placement offerings.  With energy prices stabilizing over the last 16 months we have seen more normalized activity in the energy sector regarding execution of private placement offerings.  52% of fossil fuel offerings were acquiring existing production and 48% were either development or a mix of acquisition and development.

Technology related offerings were third in volume with a wide array of technology based opportunities that executed offerings through RDR in early 2017.


Offering Statistics

Equity offerings account for approximately 85% of executed offerings and 90%+ of RDR clients are executing under the 506(c) exemption allowing general advertising of the offering.  A significant majority of clients are also supporting the offering with the deployment of an RDR Investor Portal website to manage promotion and compliance processes.

The average offering range is between $2,000,000 and $25,000,000 and the average minimum subscription amount is between $10,000 and $25,000 per investor.


Interested in executing a Regulation D offering to raise capital?  Call us today to find out what we can do to help you Capitalize Your Vision!  (303) 984-4883

Author: admin

Tuesday May 16, 2017

Category: Capital Formation and Regulation D

Three Reasons You Should Be Using a Regulation D Resources Investor Portal to Support your 506(c) Offering

Executing a 506(c) based offering?  Here are three reasons why you should be using a Regulation D Resources Investor Portal to support your 506(c) Offering:

(1) Dedicated Web Presence

A key component to effective marketing of a 506(c) based offering is the ability to drive investor prospect traffic to a dedicated front-side portal to engage them successfully.  The ability to have a custom front-end website that can provide key details about the company and investment opportunity and generate interest in learning more is critical to properly converting investor prospect traffic.


(2) Providing all Investment Vetting, Subscription and Compliance Processes Online

Of all the feedback we receive on our investor portals – one of the primary we hear most often is that the portal “built confidence with investor prospects”.  Using a high technology tool like an investor web portal to support your offering and manage interactions and processes with investors can dramatically enhance the prospects confidence in your company.  You only get one chance to make a solid and professional first impression with investor prospects – and using an investor portal speaks volumes to prospects about your company’s commitment to them as investors and your dedication to executing the offering in a compliant manner.

Further, having a portal that is tracking all investor actions, managing all documentation, and managing investor verifications provides the comfort of knowing you have compliant and accurate securities sales being executed.


(3)  Offering Administrative Management

Managing an offering can be time consuming.  One of the major benefits of an investor portal is the ability to manage and track all processes, all users, documents, and tasks.  The RDR Investor Portal provides significant capabilities in the management of users, communicating with prospects and investors users, managing tasks, and keeping investors updated with timely investor relations updates and notifications.

When we developed the admin side of our portal – we did so with the knowledge that many of our clients have multiple businesses they are operating an time is valuable.  The ability to login as an admin and instantly access a real time offering task list was critical.  The mobile friendly aspect of our portals also ensures that clients can stay ahead of tasks and interactions on the go.


Executing or planning execution of a 506(c) offering?  You should strongly consider deploying an RDR investor portal website to support the offering and increase you capability for success.

Author: admin

Tuesday April 25, 2017

Category: Capital Formation and Regulation D

Is Now the Time for an Oil and Gas Offering?


The oil and gas sector has been through a rough year in 2015 with a significant drop in the price of oil.  The oil and gas market is, however, cyclical and many professionals in the sector are starting to feel the time is near for deploying investment funds into oil and gas assets. The oil market is currently in the midst of its most bearish down cycle in decades. That said, while times are clearly tough right now, there do appear to be better days ahead for the commodity. The current price of oil is too low to sustain production levels nor to meet growing worldwide demand.

In the United States, domestic production has nearly doubled over the last several years, creating a situation where oil imports need to find another home. Saudi, Nigerian and Algerian oil that once was sold in the United States is suddenly competing for Asian markets, and the producers are forced to drop prices. Canadian and Iraqi oil production and exports are rising year after year. The Russians have managed to keep pumping despite inherent economic issues.

There are signs, however, that production is falling in the United States and some other oil-producing countries because of the drop in exploration investments. Production needs to drop in order for prices to recover. In addition to production reductions, demand will need to stabilize or increase to assist in recovery. A potential recession in 2016 could provide the “reset” needed for economic expansion to begin anew assisting a rise in prices.

There are a number of independent oil and gas producers that are in distressed situations and oil and gas assets can be purchased at a fraction of value from 2013 and 2014 valuations.  Operators with liquid investment capital are able to deploy that capital in the coming quarters with the knowledge they are purchasing assets at well below recent historical valuations.  Many operators may even seek long term asset strategies where they purchase assets at fraction of value to only cap those assets until the price of oil returns to a more normalized market price.

Interested in raising capital for oil and gas assets? Now may be the time to be opportunistic in raising capital to purchase undervalued and distressed oil and gas production assets.

Access the capital markets for your energy company with a Regulation D Resources prepared 506(c) exempt public offering. Call us today! (303) 984-4883


Author: admin

Friday March 11, 2016

Category: Capital Formation and Regulation D

Crowdfunding with 506(c)

The term “crowdfunding” is in vogue these days and we get asked frequently why we don’t use the term more in our website and other materials.  The reality is companies have raised capital from the “crowd” since the early 1980’s under the Regulation D program – thus the term is not describing a new process to the team here at RDR.

Certainly the new 506(c) program has democratized the process considering that small and medium size companies that make up the bulk of issuers under Regulation D can now engage in general advertising and solicitation of the investment offering.  The term crowdfunding is being used to describe a process that has, for decades, been available under Regulation D: capitalizing a company or project through the investment of a number of individuals. Granted – the 506(c) general advertising upgrade is a massive advantage and we are staunch proponents of the 506(c) program.  Our clients are raising capital more efficiently and successfully with the 506(c) program advantages.

With the apparent demise of Title 3 of the JOBS Act, 506(c) has become the primary and most efficient route for companies seeking to raise capital from the “crowd” and do so with the same promotional capabilities of a public offering.

Interested in raising capital from investors through a 506(c) offering?  Call us today to discuss your company or project!  (303) 984-4883



Author: admin

Tuesday August 18, 2015

Category: Capital Formation and Regulation D

Sector Update: BioTechnology

Biotechnology companies are frequent issuers under the Regulation D program. Biotech offerings tend to be executed for earlier stage companies and are usually equity based offerings. Convertible preferred equity is a favored structure with biotech operators although the development and approval lead time for products means little revenue generation in early years so preference returns are typically paid later in the investment term.

Challenges for these offerings are related to forward execution risks for product development and related government approvals. The prospectus development can also be challenging as the prospectus should allow the average potential investor the capability to fully understand the company’s planned operations. Highly technical data and verbiage thus needs to be reformatted and explained properly so investors without biotechnology backgrounds can understand the concepts and the relevant forward plans of the company.

Serious about raising capital effectively for your company? Call us today to discuss becoming a client of Regulation D Resources. (303) 984-4883.

Author: admin

Friday May 22, 2015

Category: Capital Formation and Regulation D

QuickTip: Use Your Website to Deliver Potential Investors

Many issuers under Regulation D are mature operating companies with corporate website assets that see a significant number of visitors each day. With 506(c) these visitors can be solicited for introduction to the issuers 506(c) offering.  Most companies are still controlling access to the Private Placement Memorandum (“PPM”) until they have ascertained the accredited status of an interested party. This can be done by requiring information and contact from an interested investor prior to providing either an electronic copy of the PPM, an online flip book version, or a mailed print version of the PPM.

Many issuers have special sections of their website developed to provide potential investors some basic information on the company’s forward plans, the offering, and a contact method to inquire regarding delivery of the PPM document. Corporate websites and social media campaigns are assets that should play an integral part of a properly executed promotion strategy for a 506(c) offering.

Interested in the 506(c) program?  Call us today to discuss your company’s capitalization needs:  (303) 984-4883.

Author: admin

Monday March 23, 2015

Category: Capital Formation and Regulation D

Record Year Projected for Private Capital Raised Under Regulation D

Regulation D Resources (“RDR”) is excited to announce the culmination of a record year for our company and our clients. With 45 days left in the year, it is the projection of RDR management that the SEC Regulation D program will see its best year to date for capital raised under the Federal Regulation D exemption. This is based on our internal execution data and data from outside sources in the broker-dealer community and FINRA.

Despite a tepid economy – the new 506(c) program is providing tremendous benefits to companies seeking to raise capital from investors via a Regulation D private placement offering. The new program provides the promotion and advertising capabilities of a fully public offering while retaining the cost and compliance efficiency benefits of a traditional private placement. It is the belief of RDR management that these core benefits are the key components driving the enhanced volume and capitalization statistics.

The SEC usually releases statistics prior to mid-year for the program – so we will have to wait until 2015 to obtain final data for the Regulation D exemption total volume data for 2014.  Based on our internal data and experience in the market, and polling from other sources in the industry, it is our estimate that 2014 will exceed all prior years for capital raised under the Regulation D program.

Author: admin

Wednesday November 19, 2014

Category: Capital Formation and Regulation D

Three Lesser Known Pitfalls to Raising Capital Improperly

Any company seeking to raise capital from investors should explore the use of a proper securities offering to accomplish that task.  While compliance options vary – most small and medium size private companies will choose a Regulation D exempt offering to solicit investors and execute the resulting securities sales in compliance with State and Federal rules.  While there are many pitfalls to raising capital improperly – in this blog we will highlight three that entrepreneurs may not be aware of:

1.  Complications in Later Rounds of Funding

If you raise capital improperly – it can negatively impact executing additional rounds of funding.  An example of this would be:

Company X raises a $2mm first round of equity from individual investors that is completed out of compliance and outside of a traditional and proper offering.  Company X operates and two years later is now in need of expansion capital and seeks funding from a private equity (“PE”) firm.  The PE firm will invariably complete due diligence on the original round of capitalization and will uncover that those sales were executed improperly.  This not only points to executive mis-management of the entity (not attractive to the PE firm) but is also a capitalization and investment risk for the PE firm.  If the PE firm invests, and there is a subsequent rescission issue for the first round capital, it may well be the PE firms capital that goes to pay for the rescission.  Further, such a rescission could damage the company operations going forward and damage the returns for the PE firm (or individual investors).

2.   Lack of Concise Terms

Many times the complexities of transaction structure do not become apparent to an issuer or investor until that issuer experiences operating difficulties.  Normally investors investing into an early stage company (or, for example, a real estate project) would be provided a liquidation right that provides certain rights upon a liquidity event or dissolution of the issuer company.  This is especially true if the investors are providing the bulk of risk capital.  Raising capital improperly tends to involve poor structuring and poor documentation reflecting this structure.  Thus, many out of compliance early rounds do not have specific terms for the securities sold to investors.  Many times investors find out they have weak liquidation rights upon a liquidity event or the company failing in its operations.

3.  Leveraging Institutional Debt

This pitfall is similar to the first – except here it is an institution contemplating providing a debt facility to the company and engages in due diligence on its prior capitalization rounds.  No bank or institutional lender will want to provide leverage and credit to a company that has the potential for a rescission of equity capital that may result in damaging operations and potentially causing a default on the financing provided.

While many pitfalls of raising capital improperly are well known – there are plenty that are lesser known but just as important and just as damaging if they come to fruition.  Interested in executing your capital raise properly?  Call us today to discuss a Regulation D exempt offering for you company.

Author: admin

Tuesday June 17, 2014

Category: Capital Formation and Regulation D

Sector Highlight – The Craft Beer Industry and Regulation D

Craft beer brewing has been a high growth sector for many years. Each year we see an increase in the number of early and expansion stage craft brewing operators using the Regulation D program to raise capital for start-up and growth of operations. Craft brewers currently provide an estimated 108,440 jobs in the U.S., including serving staff in brewpubs. Growth of the craft brewing industry in 2012 was 15% by volume and 17% by dollars compared to growth in 2011 of 13% by volume and 15% by dollars (Source: Brewers Association).

Craft brewers have some advantages in executing a securities offering under 506(c) to raise capital.  Most of these operators have started as small micro-brewers and usually have a core following of fans for their brews.  In addition, many have developed solid social networking assets which can be deployed to promote the 506(c) offering. The marketing mantra of “Like our beer? Buy our stock!” can be fully exploited under a 506(c) offering with general advertising of the investment opportunity to accredited investor fans of the brewer and beer in general.

We call this a “passion play” and involves invoking the passion an investor has for the specific business or industry to attract investment. It is very similar to how our green energy clients leverage the passion for supporting environmentally friendly technologies and business models to raise capital from investors.

Call us today to discuss your company and the project of raising capital under Regulation D!  (970) 484-1109.

Author: admin

Thursday April 24, 2014

Category: Capital Formation and Regulation D

The “Dartboard Approach” to Advertising and Promoting a 506(c) Offering

Regulation D 506(c) provides issuers with the capability to engage in general advertising and solicitation of accredited investors while still retaining most of the core benefits of a traditional private placement including;

  • limited interaction with the SEC
  • greatly reduced preparation and execution expenses
  • reduced timeframe for preparation and implementation

While it may be tempting to deploy a large advertising campaign for traditional advertising mediums like television or radio ads, we typically advise a more targeted approach initially.

The staff at Regulation D Resources coined the phrase “the Dartboard Approach” in describing our typical guidance to issuers regarding promotion.  The Dartboard Approach is a strategy that focuses promotion efforts on the most likely sources for accredited investors first with subsequent tactics employed from there forward to source investors from other avenues.

The first step in the Dartboard Approach is to analyze any existing assets or promotional channels the client may have available for promotion of the offering.  This may include sphere of influence resources, affiliates, company associates, and the usual “friends and family” channels for promotion.  It can also consist of operational assets such as websites, social media campaigns, and customer base resources.  This is the “bulls eye” of the dartboard and represents people that are involved or knowledgeable about the company, its operations, and thus would tend to consist of high quality prospects for investment.

The outer “rings” of the marketing approach now focus on promoting to investors that would not be within the issuers immediate sphere of influence.  Note the issuer may use some of its existing assets (websites, social media, etc.) to introduce new investors to the company and the offering.  At this point the Company may then begin to explore more traditional ”open” advertisement to unrelated individuals in an effort to source accredited investors for the offering.

By focusing effort and energy into the center “ring” the issuer is maximizing its efforts to promote to investors that would be familiar with the company and its operations.  This may allow the Company to source most or all of its capital from the center “ring” and reduce advertising costs for a full scale open advertising campaign.

Questions about Regulation D 506(c) or our services?  Call us today to discuss your transaction: (970) 484-1109


Author: admin

Wednesday February 05, 2014

Category: Capital Formation and Regulation D

Implementing a Private Placement Offering before or after soliciting investors – which is more effective?

We have encountered many business owners and entrepreneurs over the years that decide to forgo the use of a private placement offering until such time as they have “interest” from investors.  Many are seeking to avoid the time and expense of preparing the offering until after they have secured interest from investors. In our opinion this is a critical and costly mistake that usually results in a failure to secure investor capital for the subject company.

In this post we will explore some of the problems that arise when a company seeks capital from individual investors, or even indications of interest, without a private placement offering in place.

Problem #1:  Lack of Concise Structure

Securing interest from investors requires concise, professionally developed transaction structure.  Simply using a business plan or executive summary with investors is not providing them with proposed structure that is suitable for evaluating a potential investment into your company.  Most business plans simply state an aggregate amount of capital being raised with no mention of the type of securities being offered, terms, minimum investment, investor rights and preferences, and numerous other pertinent variables.  You will find it nearly impossible to secure any interest from investors by using a business plan.  At most, an investor may express some nominal interest in the company’s vision and planned operations but will not have the capability to provide a true commitment for investment.

Problem #2:  Inability to Accept Investment

In order to accommodate the investment from an interested individual the Company will need to execute a proper private placement offering to sell the investor the equity or debt securities that will result from execution of the investment transaction.  It is far more effective to have this capability in place when you initially solicit the investor – rather than soliciting the investor and then putting the investor on hold while an offering is formulated (at which time they will have to revisit and re-evaluate the transaction again).  If an investor is interested in your company’s investment opportunity – you should have the capability to move forward and capitalize on that interest and execute processing their investment in a timely manner.  This is not possible outside of a properly prepared offering.

Problem #3:  Disclosure is Responsibility of the Company

It is the company’s responsibility to provide the investor with everything needed to properly evaluate the company’s operations, the investment transaction, terms of the investment, and the risks involved.  A business plan or executive summary does not provide for these requirements.  Thus, initial interaction with an investor outside of a structured offering does not accommodate the disclosure needed for proper vetting of the investment.  In turn, investors are typically unable to provide an indication of commitment to the investment opportunity.

Problem #4:  First Impressions Count

You never get a second chance to make a quality first impression with an investor. We ensure our clients provide an impressive first impression with investors because we develop Tier 1 grade Presentation Grade PPM documents that showcase the company’s vision, products, services, and the investment opportunity in an ultra-high specification prospectus package.

Providing an investor with a professionally prepared, accurate private placement offering tells the investor the following about your company:

  1. You are serious about raising capital properly
  2. You intend to comply with all rules and regulations in handling their investment into your company
  3. You are sophisticated and savvy to the requirements of soliciting investors and accepting their investment
  4. Using a private placement offering from the outset of interaction provides investors the positive perception that you will manage the company’s planned operations in the same manner as you are managing soliciting their investment into the company – with professionalism and in accordance with applicable regulations.
  5. You want to provide full disclosure to the investors about the company and risks so they may make an accurate decision regarding participation in the investment

Is it worthwhile to prepare a proper private placement offering and related prospectus materials prior to soliciting investors?  The answer to that question is simple:  how serious are you regarding raising capital for your company properly and effectively?

Call us today to find out how we can assist you in executing a professional private placement offering: (970) 484-1109.

Author: admin

Thursday December 05, 2013

Category: Capital Formation and Regulation D

The Use of Warrants to Attract Investor Capital

Raising private capital successfully depends on numerous variables:  solid company fundamentals, compelling risk – reward, experienced management, and attractive transaction structure. Capital formation is typically based on two primary structures:

(1) equity (common equity, preferred equity, convertible preferred) or;

(2) debt (debentures, convertible debentures)

Successful capital formation is heavily reliant on utilizing the appropriate structure for the specific business, industry, state of operations, and risks involved in a specific offering.  One additional option in developing attractive structure is utilizing warrants.  A warrant is a contract that provides the holder with the option to purchase equity in the Company at a future date and at fixed terms.  Why are warrants an attractive alternative to investors and in what situations are they best employed?

Warrants provide investors the capability to increase their exposure to the company’s equity without initially putting the capital at risk.  This provides the investor the capability to monitor their initial investment with the issuer company, analyze the company’s operational progress, and execute a decision to invest additional capital via the warrants at a later date.  This allows the investor to participate with a larger investment and allows the investor to monitor company progress and only commit more capital when the investor is confident the company is executing properly.

The warrants typically offer compelling terms for the investor allowing them to increase their investment in the Company at an attractive share or unit price.  The warrants will have an exercise period that provides the term for execution of the warrant.  This time frame should provide the investor ample opportunity to monitor the company’s progress and evaluate whether they should participate with additional capital via the warrants.

Warrants work well in situations where the subject company has significant growth potential but also some increased execution risk that makes it daunting for an investor to participate with a significant amount of capital in the early stages of growth.  It provides a compelling incentive for the investor allowing them the capability to leverage significant additional return from the company, assuming it executes properly, without putting all of the investor’s capital at risk early in the execution and growth phase of the company.  When executed properly – adding warrants to your transaction structure can greatly enhance your capability to raise capital from investors.

Interested in raising capital successfully?  Call us today and learn how a properly structured Regulation D offering can help your company capitalize its operations.

Author: admin

Wednesday October 09, 2013

Category: Capital Formation and Regulation D

Why Business Plans Fail at Raising Capital

The path most private companies follow when attempting to raise capital from investors typically involves developing a business plan or executive summary and then promoting that document to investors.  This is also the primary reason why the vast majority of those companies fail at raising capital for their business or project.

Business plans have significant limitations regarding accommodating investment from individual investors:

Issue #1 – Regulations:  There are regulations that apply to a private company raising capital from investors.  Unless you can claim that the investor is a founder in the business or project – and was inherently involved in the development of the business – that investor will be deemed an “outside” investor. Raising capital from that individual, even if they are a friend or family member, will require the use of a proper securities offering.  We have seen numerous instances of companies that raised capital improperly to only have it cause significant problems later including fines and forced recission of the investors capital.  A Regulation D offering ensures you are raising capital in compliance with State and Federal rules.

Issue #2 – Lack of structure:  Raising capital from investors involves far more complexities than simply providing them a summation of your business plans. Are the investors purchasing equity or debt securities?  If equity – are the shares or units preferred or common?  Are they convertible?  Do they have voting right?  Do they have a liquidation right or other security attached to the securities?  You will fail at raising capital unless you provide concise and proper structure to investors. Sophisticated investors will expect and demand this from you as it is your responsibility to provide investor these critical transaction particulars. Even soliciting an indication of interest from an investor will require that you provide them specific transaction structure and data.  Without this information they are incapable of vetting the investment opportunity and expressing interest.

Business plans serve an important function for certain businesses – but they should not be utilized as a means to solicit investment or accommodate investment from investors. A Regulation D private placement provides the needed structure to properly interact with investors, solicit interest, and accept investment.


Author: admin

Wednesday May 22, 2013

Category: Capital Formation and Regulation D

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