A few years ago, we spent a lot of time with the Staff of the Division of Corporation

This is mostly a classic run-away-with-the-money case, combined with a bunch of misleading statements and omissions. But there

I was thinking of calling this series “Fraud of the Month” but didn’t want to go that far.

On September 13, 2024, the SEC settled charges against Zymergen Inc. for misleading investors in its IPO by

Understanding Reg CF Resale Restrictions General rule: if you read the SEC rules with blinders on, you are

One of the exciting things about securities law is that rules can and do change in response to

A long time ago in what seems like a different universe, I was working on an IPO for

There’s an interesting contrast between Regulation A and Regulation CF in terms of disclosure. Reg A requires that

Anyone who knows me knows my link with the SEC’s Regulation S. While folks sometimes refer to it

This came up no less than three times last week, so I figured it was worth a blog

Since the increase in the maximum offering amount to $5 million a couple of years ago, we’ve seen

We keep hearing this question. To be honest, it’s not clear why a crowdfunding issuer would want to

This is a question we often get from companies as they are trying to organize their cap table,

Companies often wonder, does it make sense to do a Reg CF offering rather than a Reg A

We are often asked by companies, “why can’t I do [fill in the blank]? I see this other

Hi everyone; a reminder that we are just over a month away from the deadline to file Form

That picture probably isn’t an emoji, because emojis aren’t detailed enough for a message of that size. But

We’ve been having a lot of “why can’t we do what they are doing?” conversations recently. Potential issuers

A regulation crowdfund, it seems, Is a way for small firms to raise some green, Without need for

When it comes to Regulation A and Regulation CF, the SEC puts a lot of focus on the

We’ve heard from some of our clients that potential investors are getting spooked by the crypto winter and

It’s 1-SA filing season again for Regulation A filers, and time to make some observations about the consequences

So May 2 marked the due date for most companies in the crowdfunding world to file their annual

One of the great benefits to issuers under the SEC’s rules for offerings under Tier 2 of Regulation

When do companies need to tell investors about criminal proceedings that allege their officers and directors have engaged

If you work with us, you will hear it many times that we strongly advise against financial projections

The Theranos jury’s fraud convictions of Elizabeth Holmes, former CEO and founder of the now defunct Theranos, Inc.,

Well, I thought I’d better blog something before people think we’ve vanished. We’ve just been too busy. But

The SEC today decided to make a statement against companies considering using Regulation CF for fraudulent offerings, and

Startup investors all hope for a great “exit.” Most startups, of course, will never get to that point,

Reg A and Reg CF have been around for a few years now and we are finding that

A while back, one of our favorite start-up clients called me and asked me to speak to a

The amendments to Reg CF, Reg A, and other rules relating to capital formation utilizing exempt offerings have

An increasing number of issuers have been using Regulation A to make continuous offerings of units, consisting of

For some reason, this issue has been coming up a lot lately. Our usual response to the question

I have long (oh so long) been one of those urging the SEC to give some clarity with

In its recent rulemaking, the SEC added new Rule 3a-9 under the Investment Company Act to allow for

While the costs of preparing an offering under Reg CF are significantly lower than other types of securities

Big news out of the SEC yesterday with the adoption of its amended rules covering various types of

And by that I mean the geographic location of your place of business, if you have one. The

Lawyers and finance peeps who practiced around the turn of the millennium will recall many of the issues

This isn’t specifically commentary on crowdfunding, but some thoughts on some of the issues that the broader economy

While Regulation A and Regulation CF have been effective tools for early stage companies to raise funds from

This is the third in a series of blog posts on the topic of the SEC’s proposed changes to

This is the second in a series of blog posts on the topic of the SEC’s proposed changes

On March 26, 2020, the SEC adopted temporary amendments to the rules governing the filing of periodic and current reports

This will be the first in a series of blog posts on the topic of the SEC’s proposed

One aspect of Regulation A that does not seem to be getting the attention it should is the

After undertaking an offering under Regulation Crowdfunding or Tier 2 of Regulation A, issuers are required to file

I love it when SEC Commissioners quote (arguably even cite in support) the Boss. This is Hester Peirce,

We’ve had this question come up a couple of times in recent deals, so it’s worth flagging. Under

The SEC has proposed amending the definition of “accredited investors.” Accredited investors are currently defined as (huge generalization

Look, there’s a whole shed-load of stupid out there. Some people will believe anything they read on the

Following our update in March of this year, the Nebraska legislature has taken action to provide an exception

Most of the scams and schemes from the lower end of the public markets eventually make it over

In an earlier blog post, we mentioned that while Regulation A preempts state review of offerings under Tier

The SEC has published a Concept Release on the Harmonization of Securities Offering Exemptions. The SEC summarizes the

Well, I already blogged about the zombies of the crowdfunding world, so let’s look at the vampires too.

Online securities platforms should be paying attention to the Lorenzo case, which the Supreme Court decided last month concerning the

Regulation A is an exemption from registration of securities under the Securities Act of 1933. At the same

April is coming, when Reg A filing companies must file their annual reports. And, as has happened in

With the recent SEC proposal that would permit all companies, as opposed to just “emerging growth companies,” to talk to

Since our last update in September 2017, we have learned a lot about the process for companies to

The ongoing government shutdown is hurting startups. Regulation A was amended in 2015 to give early-stage companies a

Deviating from its standard rulemaking procedures, the SEC issued final rules on December 19, 2018 to expand the

I wrote this and posted it on my personal blog at the time of the Christmas 2012 Shutdown.

On December 7, 2018, FINRA released its 2018 Report on Examination Findings. This is the second annual report FINRA has

Confucius had some thoughts on precision of language: Tsze-lu said, “The ruler of Wei has been waiting for

We’ve noticed something interesting recently: Regulation A filings by companies that used to be SEC-reporting companies with quotes

Part of the whole point of crowdfunding is that you leverage the “wisdom of the crowd.” That is,

Well, actually nothing of the sort, but did I get your attention? The SEC is continuing to bring

We love crowdfunding here at CrowdCheck, and we really believe it is a great opportunity to invest in

We are seeing a lot of references to KYC/AML in the ICO/STO space. Lots of shops include this

Often, companies are started with just an idea. A founder may decide to quickly form a limited liability

Early-stage companies often fail. They often get acquired, too, sometimes in distressed circumstances and sometimes in circumstances leading

I’ve never been a fan of the “the SAFT is a security but the token isn’t” theory. As

With the approval by the House of Representatives of the Senate version of S. 2155, a number of financial

As of Friday night, when the SEC’s EDGAR system went to bed, there had been 61 filings of

As previously identified in a CrowdCheck investor alert here, a significant number of companies that have raised funds under

All companies that accept investments under Reg CF need to provide an annual update to their investors, to

We are doing a new series on Investor Alerts, focusing on what investors should pay particular attention to

No, not a novel by Gabriel Garcia Marquez, but some musings on an aspect of the more complicated

CrowdCheck CEO Sara Hanks spoke with Adam Gower of the NREForum Crowd Fund Project Podcast to talk compliance

We keep saying that ICOs have not changed the securities laws and there’s no real magic to how

While Section 4(a)(6) of the Securities Act and Reg CF preempt state regulation of offerings under Reg CF,

Following the release of the “Simple Agreement for Future Tokens” or “SAFT” documentation by Protocol Labs and Cooley LLP,

Here’s another issue addressed in our ever-expanding memo on the securities laws raised by ICOs. Some founders and company insiders,

(This is the first of what will be a series of blogs addressing ICO offerings made in compliance

Every company offering securities to investors under Regulation Crowdfunding (“Reg CF”) is required to provide financial statements that

Our memo regarding issuer-dealer registration for companies considering an offering under Tier 2 of Regulation A has been

Some folks, especially traditional securities lawyers, have recently been startled by flashy ads on the TV and radio

You are almost at the home stretch in your Regulation CF offering; however, there are still a few

There’s a right way to do everything, even failing to file with the SEC. We experienced this recently,

So, one year ago today, Regulation CF went into effect. Small companies can make offerings up to $1

Since Regulation CF went live in May 2016, there have been approximately 280 companies that have made offerings

If you are about to launch a crowdfunding offering under Regulation CF, you should make sure you know

So far, Regulation Crowdfunding appears to be doing what it was always intended to do. Small businesses are

One of the great benefits to issuers under the SEC’s rules for offerings under Tier 2 of Regulation

If you raise capital online, you’re probably a New Economy, Internet 4.0 type of company, right? Leverage the