CF countdown: auditing and review requirements
Issuers of securities under Regulation CF will be required to provide financial statements prepared in accordance with US Generally Accepted Accounting Practices (U.S. GAAP) covering the two most recently completed fiscal years (or shorter period since inception). The type of review that these financial statements have to undergo depends on the amount sought, the amount […]
MayDay is a fine time for a financial revolution
As we all know by now, the SEC on Friday voted in favor of adopting the regulations that will permit securities-based crowdfunding. The rules will go into full effect 180 days after publication in the Federal Register, which may mean just around May 1. Which seems like a very fine time for a fundamental change in the […]
Preparing for an A+ grade: Regulation A and “material contracts”
We’ve discussed previously the fact that in a Regulation A offering the SEC gets to see all your stuff. Of course, it’s not just the SEC who gets to see stuff, but anyone with an internet connection. And some of the stuff that they get to see in a Regulation A filing consists of your “material […]
“Free market disclosure” under Regulation A
I had a great conversation with a member of the SEC Staff the other day in which he referred to the type of disclosure to be made under Regulation A as “free market disclosure.” I think that’s a great term and much better than the way I was thinking of disclosure under Regulation A, which […]
Preparing for an A+ grade: the SEC gets to see all your stuff!
There’s an increasing amount of publicity out there from companies that are “testing the water” (TTW) before deciding to make a Regulation A offering. At CrowdCheck, we love the idea of TTW. It’s an efficient way of making sure that it’s going to be worth a company’s time to hire lawyers and accountants and go […]
Preparing for an A+ grade: the need for a clean audit
Pretty much everyone knows by now that audited financial statements are required for offerings under Tier 2 of Regulation A. While the SEC doesn’t require audited financials (or any kind of review by outside accountants) for Tier 1, some states do require audited financials in Tier 1 offerings. But do you know what the audit […]
The case of the vanishing Form 1-A filings
Those of us keeping an eye on filings under revised Regulation A (“Regulation A+”) have noted that, as of today’s date, there have been six public filings and five of those have apparently been withdrawn. [Correction: they weren’t withdrawn, they were required to be amended prior to review.] I don’t think the chances of the […]
SEC provides guidance on Regulation A questions
The Staff of the SEC’s Division of Corporation Finance has posted some Compliance and Disclosure Interpretations (“CD&Is”) here (scroll down to Section 182). Nothing surprising, but some useful stuff there. Possibly the most important interp is the one relating to Twitter (Q 182.09), which says if you can’t fit the disclosure required by Rule 255 into a […]
Regulation A: what just happened?
Good lord, there is a lot of nonsense being written about revised Regulation A, which went into effect this morning. People are saying the SEC has opened up investment to a whole new class of investors and companies. People are saying that companies were never able to publicly solicit from non-accredited investors before. People are […]
Preparing for an A+ grade: are you sure you want to do this?
Less than a week to go before the revisions to Regulation A go into effect and many companies are making plans to make an offering. It’s not too late to back out, though! It may seem odd that I’m saying this as both I personally and CrowdCheck as a company are very much in favor […]