Considerations in doing a Reg CF offering….

Companies often wonder, does it make sense to do a Reg CF offering rather than a Reg A offering? Keep in mind that although selling securities using Reg CF may at first blush seem faster, cheaper and may have some advantages for marketing purposes, it is not always an easy calculation to make. There are […]

Are state notice filings for Regulation A issuers still important?

One of the great benefits to issuers under the SEC’s rules for offerings under Tier 2 of Regulation A, effectively created by the JOBS Act, is the preemption of state requirements for registration of the offer and sale of securities. Known as “Blue Sky Laws”, these state specific rules added considerable cost to qualifying an […]

How to get sued…

If you work with us, you will hear it many times that we strongly advise against financial projections …  as they can get you in trouble. However, companies always seem to want to include projections that start from zero, and grow exponentially. This type of financial projection that is untethered to reality is a primary […]

Do you really have permission to use those logos?

The Theranos jury’s fraud convictions of Elizabeth Holmes, former CEO and founder of the now defunct Theranos, Inc., should give pause to startups seeking to build their reputation by touting their relationships with other companies.  In the press to find financing, it can be tempting to use the logos of other companies, especially those that […]

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 […]

Preparing for an A+ grade: State antifraud authority and your notice filings

In an earlier blog post, we mentioned that while Regulation A preempts state review of offerings under Tier 2 of Regulation A, states are still given the authority under Section 18 of the Securities Act to require issuers selling securities under Regulation A to make notice filings and pay filing fees before they can offer […]

Buyer beware: securities are not always what they seem…

We love crowdfunding here at CrowdCheck, and we really believe it is a great opportunity to invest in some interesting, novel and amazing companies.  And you may have sorted through the companies to discover what you believe will be the next Facebook or Google.  And you may be right and may have found your pink […]

Filing a Form C – Who is signing?

You are almost at the home stretch in your Regulation CF offering; however, there are still a few more formalities that need to occur. First, you will need to identify who will be signing on your Form C.  The SEC requires the following individuals to sign: Individual who will sign on behalf of the company […]