Getting to the Bag: SBA Puts $20 Million Up for Small Businesses

The U.S. Small Business Administration (SBA) recently launched its 2026 Critical Suppliers Prize Competition, putting up to $20 million in non-dilutive funding to U.S. small businesses. The initiative targets businesses positioned to strengthen critical supply chains and level up domestic production. With only four to six winners expected to make the cut and individual awards potentially reaching $6 million, the stakes—and the opportunity—are high.

Shark Tank Deals That Fell Apart: The Importance of Due Diligence After the Handshake

Longtime entreVIEW readers will know that my colleague and fellow author, Dan Tenenbaum, has been an avid fan of “Shark Tank” since at least 2014 when he wrote this post. Fans of the show have seen it dozens (or even hundreds) of times: the entrepreneur and the shark shake hands and agree to a deal on national television. Deal done, right…not even close. 

Reportedly, roughly 40-50% of Shark Tank deals made on camera never actually close. A 2016 Forbes analysis found that 73% of deals from the show’s first seven seasons either fell apart or were renegotiated after filming—only 27% closed on the original terms. 

Latest from the Office of Small Business Advocacy

I’ve written previously about the SEC’s catchily-titled Office of the Advocate for Small Business Capital Formation (OASB). In summary, the OASB was created to support emerging companies through education and guidance on capital raising and other formation/start-up issues, to provide analysis and policy recommendations, and (as the name suggests) to advocate on behalf of emerging companies and their investors, with an eye to the perspectives of, and impacts on, small businesses. 

In January 2026, the OASB released its Staff Report[1], required as part of the Office’s statutory mandate, summarizing its work and presenting research and information on capital formation and

Corporate Formalities: A Necessary Long Game

A common pitfall of many entrepreneurs and startups is a failure to adhere to even minimal corporate “formalities” or good governance practices that can contribute to their long-term upside (positively or negatively). Corporate formalities entail things like entity formation, taking minutes at meetings, keeping reasonably detailed and up-to-date records, and the like. 

For entrepreneurs, the most important place to start is choosing the appropriate type of business entity and filing the necessary documents to legally form that entity with the appropriate state authority.

Chiefs Touchdown for Kansas?

On Monday, December 22, shockwaves were sent through the City of Kansas City, Missouri, as the City’s beloved Chiefs announced that they were headed to Kansas beginning with the 2031 NFL season. The reaction around the news was split on social media, and for good reason. The Chiefs have been located in Kansas City – and the iconic Arrowhead Stadium – since 1963, when the legendary Lamar Hunt moved the Dallas Texans to Kansas City. Since that time, the Chiefs have been a staple in Kansas City. As someone who grew up in the area (and as a humongous Chiefs fan), I know how much of a stronghold the team has in the area.

The Startup Hunger Games: Survival Tips for Entrepreneurs

In 2025, building a startup feels more like surviving The Hunger Games than building a business. Venture capital has been tight, interest rates are high, and only the most resourceful founders emerge from the arena with funding intact. But the tide may be turning, according to Crunchbase data: global venture funding climbed to $97 billion in Q3 2025, up from $92 billion in Q2 closing up 38% year over year. AI startups dominated, capturing over 46% of total funding, with just eighteen companies securing one-third of all capital deployed. This intense capital concentration favors founders who are disciplined, legally sound, and ready to scale. History backs them: Airbnb, Uber, and Slack were all born in downturns. The entrepreneurs who survive 2025’s volatility are not riding the wave —they are building enduring businesses that will thrive when the market rebounds.

Bootstrapping or Capital Raising: The Founder’s Funding Dilemma

One of the primary issues the founders of a company face is determining how to fund the business. On the one hand, the founders could use their own personal funds and “bootstrap” the company. On the other hand, the company could raise capital through external sources like venture capitalists, crowdfunding, angel investors, or friends and family. Each of these options comes with its own pros and cons, ultimately leading young companies to ask its advisors, “which option is best for us”? Unfortunately, the usual answer is “it depends,” because there is not a one-size fits all solution.

At the outset, companies should consider the advantages and disadvantages of both options. Generally, the primary advantages of bootstrapping a startup are, among other things, (i) maintaining complete ownership and control of the business since all the equity is held by individuals who are (usually) actively involved in the business; and (ii) the potential for long-term profitability and M&A attractiveness, because of the company’s limited debt, low overhead, and minimal investor obligations. 

Maybe You Should File That Form D After All?

As a lawyer who frequently works with entrepreneurs raising capital, we are often called on to assist with compliance with state and federal securities laws. For those who don’t know, when you sell a “security” in a private offering, you need to have exemptions from both state and federal registration requirements for offerings of securities. In case you were wondering, a “security” is any instrument that has a future value tied to the success of the enterprise (e.g. common or preferred stock, promissory notes (convertible or otherwise), or SAFEs).

While there are other exemptions available in certain situations, by far the most common exemptions used are those under Regulation D. The SEC’s fiscal 2023 report indicates that $2.7 trillion has been raised in Rule 506(b) offerings, with an additional $169 billion in Rule 506(c) offerings (using general solicitation and verification of accredited status of investors), and $258 million in Rule 504 offerings.

The Latest on Equity Crowdfunding

We’re excited to share that Lathrop GPM lawyers have again worked with an entrepreneurial client to successfully launch a crowdfunding offering. This time with a company specializing in products and related services for producing non-alcoholic offerings in the craft beverage industry. As always, we are constantly amazed at the level of originality, energy, effort, and, to state the obvious, entrepreneurship that infuses these endeavors at every level!

Our latest crowdfunding client success made us realize that it’s been a while since we’ve written about Equity Crowdfunding; so I think we’re well overdue for an update! As we have written before, prior to the 2021 SEC rule changes (the “2021 Rule Changes”), crowdfunding was limited to offerings of up to only $1.07 million, and investment by the “crowd” through “special purpose vehicles” (which has the practical effect of listing potentially hundreds of “crowd” investors as a single shareholder on your cap table) was not permitted. As a result, crowdfunding at that time did not present a very attractive capital-raising mechanism for most entrepreneurs; few such offerings had been initiated and most of them had not been unsuccessful. The 2021 Rule Changes, among other things, increased the maximum raise to $5 million, and permitted the use of a special purpose vehicle, organized and operating for the sole purpose of acquiring, holding and disposing of securities issued pursuant to a crowdfunding offering, and into which all “crowd” members made their investment. Three years on, how have the 2021 Rule Changes affected the use of crowdfunding as a productive means of raising capital?

Let’s roll the tape! *

Open AI Raises Record Capital

Venture capital is an industry fed by ambition and optimism. There is no better example than Open AI’s recent investment round which raised a record $6.6 billion, while also reportedly turning down billions in potential oversubscriptions.

To provide some context, $150 billion is approximately what the entire U.S. venture capital industry had under management in 1999 to fuel the internet bubble. Just ten years ago, the states of New York, Texas and Florida raised about $6.5 billion—combined.

Women Who Mean Business

In previous posts, we’ve talked about the unpleasant but inescapable reality that an entrepreneur needs money to get a new business up and running, and to keep it running. Friends and family, crowdfunding, Shark Tank—all good possibilities.

Today, though, I’d like to remind all the women entrepreneurs out there of the numerous resources available to women-owned businesses. And out there you are! The 2023 Annual Report of the National Women’s Business Council estimates that women own more than 14 million companies, around 39% of privately held businesses, representing an increase of 13.6% from 2019 to 2023. Check out these:

Updated Resource for Entrepreneurs and their Lawyers

The National Venture Capital Association (NVCA) sets the standards, quite literally, on the forms used by most emerging businesses looking to raise capital. Founded in 1973, the NVCA is a research, advocacy, and professional development network—a non-profit organization supporting the venture capital industry and the various players that make up the community.

Can You Use Someone Who Isn’t a Registered Broker to Help Me Raise Capital?

Tackling a question that so often entices entrepreneurs – can I pay someone to help me find investors? When funding a new enterprise, how can a scrappy small business owner break into those upper echelons and c-suites where high-dollar investors are presumably just looking for the right start-up to fund – folks who would recognize the brilliance of your vision and gladly sink capital into your enterprise…if only they were aware of it!

It’s about at this point that many an entrepreneur remembers they have a rich relative, or a deep pocketed friend or business connection, or maybe just know a high roller that knows a bunch of other high rollers that can be convinced to invest. And this high roller – let’s call him Rich Uncle Pennybags – not only knows all the Sharks (see this post and this post by fellow entreVIEW authors if you’re interested in more about the “Tank”), he will be happy to find investors for you in exchange a fee that’s based on the amount of capital he successfully raises for you, so you’re not out of pocket one dollar! Brilliant, right?

And now we’re reached the point where the buzzkilling entrepreneur’s attorney weighs in – in most cases you can’t do this (well, at least legally anyway…). Unfortunately, Uncle Pennybags’ efforts would likely be deemed “broker-dealer activity”, which is subject to regulation and requires licensure.

Both federal (SEC) and state rules prohibit a person from acting as a “broker” unless that person is registered with the SEC and the state in which the person conducts business. A “broker” is defined as “any person engaged in the business of effecting transactions in securities for the account of others.” Unfortunately, the rules do not define what constitutes “effecting transactions in securities for the account of others,” but the SEC has identified certain activities that will generally be deemed to “effect” securities transactions, including:

• assisting in structuring a transaction,
• identifying potential purchasers,
• soliciting transactions,
• participating in taking orders for purchase of the subject securities,
• advising investors on the merits of the investment, or
• receiving commission or other transaction-based compensation in exchange for their services.

Well, so what if Uncle Pennybags just introduces you to potential investors? Unlike a broker, someone just acting as a “finder” does not need to be registered, although the line between “broker” activities and “finder” activities is at least a little blurry. In general, a “finder” is someone who merely provides a prospective investor’s contact information to the company that’s raising capital. But remember, by far the biggest red flag for securities regulators is the payment of commission-based compensation; that is, paying a fee based on the number of investors or a percentage of the amount of money invested. We here at entreVIEW urge caution if you want to go down the “finder” road – there’s a possibility it can be done, but only if you really pay close attention to the structure and compensatory arrangements.

Why should you care? You, the entrepreneur, are not the one engaging in unlicensed activity – isn’t that just a problem for Rich Uncle Pennybags? Unfortunately, no – the entrepreneur’s association with an unregistered broker in prohibited by state and federal law, violation of which can lead to fines, penalties, and sanctions. Worse, an investor whose investment was solicited by an unregistered broker may be able to force you to return any money invested. In addition, it could negatively impact your ability to raise future capital and or sell your Company in the future!!

If you still believe Uncle Pennybags and his rolodex can be really helpful, the safest thing to do is to try and work out a compensation arrangement that is not commission-based, such as a flat fee, and limiting his activities to only providing introductory information. And don’t forget other sources of funding that may be available to you—family, friends, and your own connections, small business loans or grants, angel investors, and crowdfunding platforms as discussed in this post.

Next Up in the Tank – Lessons from Watching the “Sharks”

Acknowledging up front that “Shark Tank” is not exactly breaking news (the show premiered in 2009 and one of the other authors of entreVIEW wrote a post about it back in 2014), I still like to point out how helpful it can be to entrepreneurs, even those who don’t make it into the “Tank”. In initial consultations with start-ups and early-stage companies looking to raise capital, I often bring up Shark Tank and the lessons that can be learned from watching it (I generally recommend casual viewing – my husband can watch for hours, which drives me crazy).

Seriously – learn from watching often-hapless people pitch often-ridiculous products and concepts to a bunch of millionaire/billionaires, frequently subject to brutal ridicule? Actually, entrepreneurs can incorporate many lessons from the show when making their own pitches to potential real-life investors.

The Minnesota Angel Tax Credit Program – good news for startups; good investment in Minnesota.

The Minnesota startup community received good news to begin 2023 as Gov. Tim Walz proposed $20 million in funding for the Angel Tax Credit Program in his biannual budget.

The Minnesota Angel Tax Credit Program, started in 2010, provides a refundable 25% tax credit to investors and angel investment funds that make equity investments in emerging—primarily high-tech—Minnesota businesses. The tax credit, worth up to $125,000 per individual or $250,000 for taxpayers filing jointly, incentivizes a rather low risk investment in capital-needy businesses, fueling their growth, and, in turn, creating more jobs, tax revenue, and vibrant Minnesota communities.

I’m From the SEC, and I’m Here to Help!

Most entrepreneurs (okay, actually pretty much most people) don’t typically think of industry regulators as their friends, but the Securities and Exchange Commission’s Office of the Advocate for Small Business Capital Formation is here to change that!

Let’s take a moment to conceptualize the SEC for most entrepreneurs and start-ups: they’re the ones that burden you with those complex (and pricey!) registration requirements for offerings of your securities, and those pesky licensure requirements for anyone who wants to help you sell them. Yeah, yeah, there are a number of exceptions, but if you miss a step or try to get too creative, the SEC may be waiting with sanctions, penalties, or hefty fines (just ask Kim Kardashian what Section 17(b) of the Securities Act has to say about undisclosed payments for touting a security). And trying to do everything by the book generally requires filing of multiple notices and sometimes ongoing reports, all of which can get complicated and run up expenses and legal fees. So yeah…entrepreneurs might not think of the SEC as their best friend.

Digital Assets: Lathrop GPM Takes on Consensus

Author: Julian Sansano 

I recently attended the largest cryptocurrency, non-fungible token (“NFT”), and digital asset conference in the world. Consensus by Coindesk attracts tens of thousands of people from around the world, in a variety of fields and sectors, who either participate in the world of digital assets or are looking to build their knowledge and network in the digital asset world. Incredible buzz and excitement—think trade show meets rock concert, but the rockstars were the largest players and influencers in the digital asset game. For example, the founder of Cardano, a cryptocurrency, presented in jeans and a tee-shirt about his optimistic views on the future of cryptocurrency and their utility in the modern world, while the Chairman of the U.S. Commodity Futures Trading Commission presented in a suit about incoming crypto regulation.

Crowdfunding the Entrepreneurial Spirit!

Author: Patricia Garrigner-Strickland

We had a bit of a snowy winter here in Kansas City and after every storm, I had at least one teenage boy ring my doorbell and ask to shovel off my driveway (for a price). On a recent trip to the grocery store, I encountered a group of Girl Scouts selling cookies (I bought three boxes of Thin Mints and ate an entire sleeve on my way home). A new client, a photographer and graphic designer, is looking to expand her business to include art shows and more event bookings. Another client is looking to develop an interactive video game based on martial arts instruction.

Can’t Afford a New Robot for Christmas? How about the SEC Navigator?

I recently came across this article from earlier this year regarding the “Coolest Robots in 2021.” This isn’t just about robots that can vacuum your carpeting, although I understand that Roomba now has built in Artificial Intelligence to avoid having a pooptastrophe when it smears your dog’s feces all over the place. These robots can help do laundry, unload your dishwasher, eliminate germs (something that remains top of mind almost two years into a global pandemic), or replace your companion animal.

Yuval Noah Harari, Sapiens: A Brief History of Humankind (Harvill Secker, 2014)

Is it really possible to fit the history of mankind into a mere 500 pages? Yuval Harari gives it a shot and, while understandably a little light on a granular level, it’s a pretty enlightening journey, even to a history buff like me.

Take, for instance, money — a topic near and dear to every entrepreneur’s heart. Most of us think we know what it is, but really, as Harari tells us, money is an illusion, a social artifact that we all have agreed, consciously or not, will have a certain meaning. Money has no value except that which we give it. It’s all based on trust. 

Harari traces the development of money from ancient times, when bags of grain were used as a means of exchange, to the silver coins used during the biblical era. The silver itself had no inherent value. Unlike the grain, you couldn’t eat it, nor did this soft metal serve any other useful purpose, but it was a great deal easier to carry around and store. Fast forward to today, when most money is actually in the form of electronic data (not just credit cards, but Bitcoin!). Even easier to use!

The amazing thing is that this system based on trust is, and always has been, a global phenomenon. Harari says it all: “Money is the only trust system created by humans that can bridge almost any cultural gap, and that does not discriminate on the basis of religion, gender, race, age, or sexual orientation. Thanks to money, even people who don’t know each other and don’t trust each other can nevertheless cooperate effectively.”