What do you mean I need to audit financial statements for their property?
When it comes to Regulation A and Regulation CF, the SEC puts a lot of focus on the financial statements being provided to investors. And that makes sense. Financial statements can tell a lot about a company, and the financial position of that company could be one of the primary reasons for investing (even if […]
The SEC files its first enforcement action for Reg CF
The SEC today decided to make a statement against companies considering using Regulation CF for fraudulent offerings, and funding portals that facilitate the fraud. A copy of the complaint can be found here, https://www.sec.gov/news/press-release/2021-182. On September 20, 2021, the SEC filed in federal court a complaint against sponsors of a marijuana real estate venture, and […]
Effective Date of the Amendments to Reg CF and Reg A
The amendments to Reg CF, Reg A, and other rules relating to capital formation utilizing exempt offerings have finally been published in the Federal Register, with an effective date of March 15, 2021. See, https://www.federalregister.gov/documents/2021/01/14/2020-24749/facilit….
CrowdCheck’s Analysis of the New Exempt Offerings Rules: Reg CF investment vehicles, what are they good for?
In its recent rulemaking, the SEC added new Rule 3a-9 under the Investment Company Act to allow for the use of “crowdfunding vehicles” for Reg CF investments. It is important to recognize that crowdfunding vehicles are quite limited, and not at all similar to the special purpose vehicles (“SPVs”) used to aggregate accredited investors in […]
CrowdCheck’s Analysis of the New Exempt Offerings Rules: Testing the Waters comes to Reg CF
While the costs of preparing an offering under Reg CF are significantly lower than other types of securities offerings, they can still be expensive in terms of professional and marketing fees prior to having any sense of whether the offering will be successful. The SEC heard the complaints from issuers on this point and have […]
CrowdCheck’s Analysis of the New Exempt Offerings Rules: Reg CF Financial Statements
Big news out of the SEC yesterday with the adoption of its amended rules covering various types of offerings exempt from registration under the Securities Act.[1] These rule changes impact the way in which issuers will be able to use Reg CF, Reg A, Reg D, and their ability to communicate about funding requirements without […]
Upcoming deadlines for calendar year Reg CF and Reg A ongoing reports
After undertaking an offering under Regulation Crowdfunding or Tier 2 of Regulation A, issuers are required to file ongoing reports with the SEC. Regulation Crowdfunding requires an annual report, while Tier 2 of Regulation A requires an annual report and semi-annual report. Regulation Crowdfunding also requires companies to make the annual report available on its own […]
August 2019 update to our issuer-dealer memo
Following our update in March of this year, the Nebraska legislature has taken action to provide an exception to the requirement for a company to register as an issuer-dealer in the state when making offers and sales of securities under Tier 2 of Regulation A so long as no commission or other remuneration is paid […]
Reg A really is different than an IPO
Regulation A is an exemption from registration of securities under the Securities Act of 1933. At the same time, it is a public offering of securities. This puts Reg A in an odd place when it comes to SEC review. For the most part, the operating companies utilizing Reg A are early stage companies. This […]
Recent updates to our Issuer-Dealer Memo
Since our last update in September 2017, we have learned a lot about the process for companies to register as issuer-dealers in certain states when making offers and sales under Regulation A without a broker-dealer. As a reminder, while states are preempted from requiring qualification or registration of offerings of securities under Tier 2 of […]