CrowdCheck’s New TradeCheck
While Regulation A and Regulation CF have been effective tools for early stage companies to raise funds from investors across the country, secondary trading in those securities can often be a challenge, in part due to state-by-state securities regulations – often referred to as “Blue Sky” laws – that restrict which stocks brokers can discuss […]
Comments on SEC Exempt Offerings Proposing Release
This is the third in a series of blog posts on the topic of the SEC’s proposed changes to the exempt offering matrix. Below are earlier posts: SEC exempt offerings: process SEC exempt offerings proposal: no relief from offering circular delivery requirements Well, CrowdCheck finally got our comment letter on the proposals filed. It took the SEC a […]
Crowdfunding annual filing season: still getting it wrong!
So May 2 marked the due date for most companies in the crowdfunding world to file their annual reports on Form 1-K or C-AR. And many companies didn’t. Do I need to remind you that in order to make an offering under either Reg A or Reg CF, if you have made offerings under that […]
Entanglement with third-party communications
Lawyers and finance peeps who practiced around the turn of the millennium will recall many of the issues that were raised by the misbehavior of investment banks’ research departments. I-bank analysts would take company executives golfing and, somewhere round the fourth hole, would ask “So, Executive, how is the distribution channel for the next quarter […]
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 […]
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 […]
Foreign issuers using Reg A and Reg CF
For some reason, this issue has been coming up a lot lately. Our usual response to the question “Can non-US issuers make a Reg A or Reg CF offering?” is to point to the rules: Rule 251(b)(1) says Reg A can only be used by “an entity organized under the laws of the United States […]
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 […]
Reg A and Reg CF issuers: time to count your shareholders!
Reg A and Reg CF have been around for a few years now and we are finding that some of our clients, especially those that have made multiple offerings, are getting to the point where they need to consider the implications of Section 12(g) of the Securities Exchange Act, which requires companies to become registered […]
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….