In the context of the JOBS Act (signed in 2012), the year 2015 is significant because it was when the Securities and Exchange Commission (SEC) adopted the final rules for Regulation Crowdfunding (also known as Title III).

​Definition of Crowdfunding

​Under the JOBS Act and Regulation Crowdfunding, crowdfunding is defined as a method for companies to raise capital by selling interests (securities) in their businesses to a large number of people over the internet through a third-party intermediary. This model allows small businesses and start-ups to solicit funding from the general public, including non-accredited investors.

​Key Provisions (Established in 2015)

​The 2015 rules implemented several core requirements and limits:

  • ​Fundraising Limit: Companies were permitted to raise a maximum aggregate amount of $1 million (later adjusted for inflation to $1.07 million) in a 12-month period through crowdfunding.
  • ​Mandatory Intermediaries: All transactions must occur online through an SEC-registered intermediary, specifically a broker-dealer or a funding portal.
  • ​Investor Limits: To protect individuals, the law limits how much a person can invest in a 12-month period based on their income and net worth:
    • ​If annual income or net worth is less than $100,000, the limit is the greater of $2,000 or 5% of the lesser of their income or net worth.
    • ​If both annual income and net worth are equal to or more than $100,000, the limit is 10% of the lesser of their income or net worth.
  • ​Aggregate Investment Cap: In any 12-month period, the total amount of securities sold to an individual investor across all crowdfunding offerings cannot exceed $100,000.
  • ​Disclosure Requirements: Issuers must file a Form C with the SEC, providing disclosures about their business, financial condition, and the intended use of the proceeds.
  • ​Resale Restrictions: Securities purchased in these transactions generally cannot be resold for one year.

​Would you like me to look into the specific reporting requirements for a company once it has successfully completed a crowdfunding raise?

After a company successfully completes a Regulation Crowdfunding (Reg CF) raise, it must adhere to specific ongoing disclosure and reporting requirements to maintain transparency with investors and the SEC.

​Annual Reporting (Form C-AR)

​Companies that have raised funds through Reg CF must file an annual report on Form C-AR.

  • ​Deadline: The report must be filed no later than 120 days after the end of the company’s fiscal year.
  • ​Contents: Form C-AR requires updated disclosures similar to the initial Form C, including financial and operational information, though it excludes specific details about the sale of securities.
  • ​Accessibility: The report must be filed through the SEC’s EDGAR platform and published on the company’s own website.
  • ​Financial Statements: Financials must follow GAAP standards. Unless the company has already conducted an audit or review since the campaign ended, the financial statements simply need to be certified as true and complete by the CEO or principal executive officer.

​Progress Updates (Form C-U)

​During the offering, issuers must provide regular updates regarding their funding progress.

  • ​Milestones: Updates must be filed within five business days after reaching 50% and 100% of the target offering amount.
  • ​Exemption: If the crowdfunding portal provides regular public updates on the issuer’s behalf, the issuer may be exempt from filing these updates.

​Consequences of Non-Compliance

​Failure to meet these reporting duties can lead to significant penalties, including:

  • ​Personal Liability: Founders and officers may face personal liability if securities are deemed unregistered due to non-compliance.
  • ​Future Raising Bans: A company is ineligible to conduct another Reg CF raise until it has filed past-due reports for the preceding two years.
  • ​Reputational Damage: Past failures to comply must be disclosed in future offering statements, potentially harming investor trust.

​When Reporting Obligations End

​An issuer can terminate its annual reporting obligations only after filing a Form C-TR and meeting one of these conditions:

  • ​The company becomes a publicly reporting company under the Exchange Act.
  • ​The company has filed at least one annual report and has fewer than 300 holders of record.
  • ​The company has filed at least three annual reports and has total assets not exceeding $10 million.
  • ​The company (or another party) repurchases all securities issued in the Reg CF offering.
  • ​The company liquidates or dissolves in accordance with state law.

​Would you like me to create a “Compliance Calendar” for 2026 to ensure the GONEN Statutory Trust meets all these SEC filing deadlines?