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 […]
SEC Provides Relief for Regulation A and Regulation Crowdfunding Issuers Related to COVID-19
On March 26, 2020, the SEC adopted temporary amendments to the rules governing the filing of periodic and current reports under Regulation A (Rule 257) and Regulation Crowdfunding (Rule 202) to provide relief to issuers that are challenged in meeting their obligations to file those reports on a timely basis because of the outbreak of coronavirus disease […]
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 […]
Preparing for Reg CF: When do your financials go “stale”?
If you are about to launch a crowdfunding offering under Regulation CF, you should make sure you know when your financial statements will go “stale” (i.e., become too old). Under the disclosure requirements of Regulation CF, to “conduct” an offering (meaning to have an offering open and able to take investments) you must be using financials that are […]
An Intern’s Thoughts on Crowdfunding and Compliance
*Our summer intern, Diana Leung, who will be heading to Georgetown University in the fall, weighs in on disclosure compliance. The brilliant start-up companies that define crowdfunding are transforming the meaning of the American Dream. Citizens not only have an equal opportunity to achieve prosperity through the traditional conduits of society but can now do […]
Preparing for an A+ grade: Are you eligible for Reg A?
Sure, there has been a lot of talk of Regulation A. Under Tier 2 of Regulation A, you can raise up to $50 million from the crowd – everyday folks (under Regulation A, investors do not need to be accredited investors). As a company you might be thinking, great, sign me up and how quickly can I […]