Warrant issuers, keep your offering statement evergreen
An increasing number of issuers have been using Regulation A to make continuous offerings of units, consisting of a combination of equity, often common stock, and warrants to purchase the same equity at a future date. Under the Securities Act, the units, the shares of stock, the warrants and the shares of stock issuable upon […]
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 […]
SEC proposes relief for “finders”
I have long (oh so long) been one of those urging the SEC to give some clarity with respect to the status of “finders.” See here for the latest piece. Early-stage companies raising funds very often reach out to a guy who knows some guys who have money and have invested in startups in the […]
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 […]
Where do you work?
And by that I mean the geographic location of your place of business, if you have one. The pandemic has accelerated the existing trend of people working remotely and running their businesses from pretty much anywhere. Crash any Zoom call these days. Josh appears to be calling in from a desert island but it’s a […]
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 […]
The dead chipmunk in the wading pool is undermining economic recovery
This isn’t specifically commentary on crowdfunding, but some thoughts on some of the issues that the broader economy is facing. I was pleased to see this article in the NYT highlighting the challenges parents are facing. Parents and people who work with parents (and that’s pretty much everyone in the working world) do not care […]
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 […]