• Emily A. Georgiades, Esq.

Raising Millions in the U.S. Market.

If you are an SME and thinking of growing your company by raising capital, there are a number of ways it can be done! Firstly, it is worth noting that the U.S. market has a population of approximately 330 million people and is home to the financial capital of the world- New York City! With such bright financial prospects, it is no wonder why venture capital raising laws have evolved rapidly and given the opportunity to SME’s to grow exponentially.

Selling Your Securities

In order to raise capital in the Unites States, you must register your securities with the Securities and Exchange Commission (“SEC”), unless an exemption applies.

Regulation D (“Reg D”) is a common way to raise venture capital through the sale of debt (public or private stock shares) or equity securities. Essentially, you are conducting a private placement. Under Reg D, you can sell your securities without registering with the SEC because it provides an exemption. This means it is a cheaper and faster way to raise millions.

Moreover, you can choose to do a first round of financing at a lower level (like $500,000 or $1 million for example) and then each consecutive year after that raise higher amounts at a time (like $10 million or more). Under Reg D, the sky is the limit when deciding how much money you want to raise in a financing round!

Debt vs. Equity

Under Reg D, you can seek to offer either equity or debt, or a mix of both (or mezzanine financing). The following are considered securities:

· Stock shares

· Debentures

· Options

· Warrants

· Real estate

· Memberships in an LLC or Partnerships

· Any percentage of ownership sold to another person or entity

· Promissory Notes

Equity offerings are where the company raises capital by selling ownership in the company. Debt offerings are loans- where the company raises capital by selling promissory notes to the investors with a certain annual rate of return (“interest”) and a date for when the investors will get their funds back.

Reg D offerings have become quite popular for companies that are located not just within the U.S., but also companies domiciled abroad or using the capital they raise to invest in projects abroad.

Considering there are many options to help your business tailor its capital raising goals, an experienced securities attorney should be consulted to help you structure the best method for your circumstances and to help you navigate the securities regulations.

Companies can become very creative in structuring their financing rounds and there are rules to follow in the deal structure. For legal advice on any of the above, please contact our experienced U.S. licensed securities attorneys at

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