The Oculus Rift is now the poster child of the crowdfunding revolution.
Using Kickstarter, a group of nearly 10,000 people ponied up $2.4 million to transform the virtual reality headset from a rough prototype into a very real product that's on the verge of hitting the commercial market, and after the headset caught the eye of Facebook founder and CEO Mark Zuckerberg, the social networking giant paid a whopping $2 billion to acquire the tiny startup that built the thing. It was a great moment for Oculus and the future of virtual reality, but also for crowdfunding, pushing Kickstater even further into the limelight. No Kickstarted project had ever sold for such an enormous price.
The only trouble is that those 10,000 backers didn't benefit from the Facebook sale. They weren't actually investors in the company -- current federal laws don't allow such as a thing on crowdfunding sites -- but after the big acquisition, many backers still felt betrayed. "I did not chip in ten grand to seed a first investment round to build value for a Facebook acquisition," wrote Markus Persson, an early Oculus backer and the founder of the game Minecraft.
>They weren't actually investors in the company -- current federal law don't allow such as a thing on crowdfunding sites -- but after the big acquisition, many backers still felt betrayed.
There's no recourse for disgruntled Oculus backers. But next year, when some other wildly innovative project gets bootstrapped on a crowdfunding site, the backers may actually root for a massive sale to Facebook, Google, or Apple. That's because, under SEC rules currently in the works, crowdfunders will have the option of getting company shares in return for their cash. Equity-based crowdfunding was authorized by the JOBS Act way back in April 2012, four months before Oculus Rift even existed as a Kickstarter project. But the official rules aren't yet in place. In February, a month before Oculus sold to Facebook, the SEC was still soliciting public comment on 585 pages of proposed regulations, and now it's digesting all those comments.
Chairman Mary Jo White has called crowfunding "an important priority in 2014," which means that, by next year, the commission may actually put final regulations in place, greenlighting crowd equity platforms that are already ramping up, such as Alphaworks or Fundable. Using these platforms will never be as simple as donating via a system like Indiegogo or Kickstarter. The regulations will be more strict even for small equity investments -- and for good reason. Equity backers are much more likely to get fleeced, since they can be lured with the possibility of huge returns. Nonetheless, you will have the option of securing a share in the next Oculus Rift. Here's how it will work.
The Funding Portals
You won't be able to do this sort of thing on any old website. Sites that want to aggregate investment opportunities the way Kickstarter aggregates donation programs will have to register with both the SEC and the private Financial Industry Regulatory Authority. These "funding portals," as the retro SEC staff call them, will be barred from offering investment advice or handling investor funds. And they can't kick individual projects off the site, since that constitutes offering investment advice. Pretty much all they can do to distinguish themselves is set listing fees and focus on a particular part of the market.
The Campaign Cap
At these portals, each startup will be capped at $1 million per year in crowdfunding -- a limit exceeded by Kickstart's 60 most-funded projects, including Oculus Rift. But startups can take as much additional money as they want from venture capitalists and even go public, raising dough on the stock market.
The Personal Cap
Your annual contributions to equity crowfunding campaigns will be capped. But the cap is very liberal, at least under proposed rules. A net worth of just $100,000, or even an annual income of $100,000, entitles you to invest up to 10 percent of that net worth or income, whichever is largest. Even if you're worth less than $100,000, you can still invest 5 percent of your income or net worth, and everyone is allowed to invest at least $2,000 per year in equity crowdfunding, no matter how little they make.
There's also an annual investment cap of $100,000, but if you've got that kind of money to throw around, why are you playing in the bush leagues? It's also worth pointing out that no one is actually going to check your bank accounts. You'll just tick a box promising to stay within the limits.
The Launch Plan
When seeking crowdfunding, project creators needn't provide a complete written business plan. The SEC will just require a rough idea of what the creators want to do -- "project descriptions," "articulated ideas," "business models" -- and specific plans for how much money they want to raise, how long they will take to raise the money, and what they'll do if they raise more than their goal.
Financial Disclosures
Startups with large campaigns, meaning those seeking $500,000 or more, must provide their most recent tax returns, plus two years of audited financials. Smaller campaigns have to provide the same data, but with decreasing levels of oversight. Campaigns between $100,000 and $500,000 don't need an audit, just a certified public accountant who will review their numbers, while campaigns smaller than that just need to be certified by a company executive.
Startups must also disclose their debt under the proposed rules, and they must describe their ownership structure, so investors know what sort of equity they're buying and how they might benefit (or get screwed) down the road when others invest or the company is sold. Startups must also give the names of all officers and directors, plus anyone controlling more than 20 percent of the company. They also have to give resumes going back at least three years for all officers and directors.
Only on the Web
With a few exceptions for local community projects, a crowdfunding campaign must be contained in a single funding portal. All investments, without exception, must be made online. So you'll never find yourself trapped in a hotel conference room with a sweaty salesman trying to get at your checkbook, as so many prospective time-share condo buyers have.
The Termination Report
After taking your money, startups must file reports with the SEC every year, updating the financial and other information they shared in their crowdfunding campaign. These disclosures only stop when the startup files a "termination report." This means the company has sold all its crowdfund shares in a Facebook-Oculus-style bonanza -- or it has gone out of business.
Get Ready to Lose Money
Hopefully, you'll end up backing the next Oculus Rift and make a fortune. But face it: Odds are, you're going to end up with mediocre returns or a loss on your crowdfunding, particularly when you account for the fact that equity crowdfunding comes with an overhead of fees and compliance costs that could make credit card interest look reasonable by comparison. Only invest in crowdfunding what you're ready to lose. Any money you're serious about should probably be in an index mutual fund with low fees. But that's not as fun.
