Why IPO Candidates Should Consider Regulation A First
Financial newsletters are coalescing around the idea that 2026 will be the year of IPOs. To their credit, a number of high-profile offerings look likely to occur—SpaceX, AI players OpenAI and Anthropic, fitness app Strava, and others have already filed confidentially or announced plans for IPOs later in the year. However, especially for consumer-based companies, […]
AI and Fraudsters are Upending Indicia of Trust in Online Investments
The SEC recently brought an enforcement action against persons who created a fake trading platform for crypto, in which investors were contacted through messaging apps and encouraged to deposit funds in exchange for the crypto products being offered. See, https://www.sec.gov/newsroom/press-releases/2025-144-sec-charges-three-purported-crypto-asset-trading-platforms-four-investment-clubs-scheme-targeted. While investment scams are not new, this scam brings together new elements that upend some […]
SEC Announces Examination Priorities.
On November 17, 2025, the SEC released its annual examination priorities covering all categories of entities under its supervision. These include broker-dealers, investment advisers, FINRA, as well as funding portals operating under Regulation Crowdfunding. Although the list of priorities specific to funding portals is shorter than those for other regulated entities, it still signals the […]
Integration Pitfalls: Navigating Rule 152 When Moving from Reg CF to Reg A
Integration of securities offerings can be a tricky and often frustrating challenge. You may plan to conduct an offering one way, only to discover that you now have to comply with rules and restrictions that are different, or more severe than you were expecting. This is the situation for companies transitioning from a Regulation Crowdfunding […]
Tokenization Isn’t Magic: Compliance Still Matters in the Digital Asset Space
With recent Congressional developments like the GENIUS Act and the CLARITY Act, the digital asset space appears to be entering a second wave following the initial frenzy of 2021 and 2022 (remember the Bored Ape Yacht Club?). Yet amid the changing landscape, one belief has persisted among some players: the idea that turning an existing […]
Crowdfunding is for everyone.
One thing I will never get tired of working in this space is the variety of companies that have been able to effectively utilize offerings under Regulation CF and Regulation A. These exemptions are versatile, and allow for companies to raise funds whether they have no interest in being more than a neighborhood restaurant, or […]
SEC Form D Filing Requirements, Deadlines & Penalties (2025)
On December 20, 2024, the SEC announced enforcement actions against multiple companies for failure to file Form Ds on a timely basis. As a quick refresher, under federal securities laws, any offering of securities must be registered or exempt. A registered offering is like an IPO, whereas relying on an exemption will mean you don’t […]
Reg CF Resale Restrictions: When & How You Can Sell Crowdfunding Securities
Understanding Reg CF Resale Restrictions General rule: if you read the SEC rules with blinders on, you are probably well on your way to getting yourself in trouble. Rule 501 of Regulation Crowdfunding states that shares issued in a Regulation Crowdfunding offering “may not be transferred by any purchaser of such securities during the one-year […]
CrowdCheck provides additional updates to issuer-dealer registration requirements for sales of securities under Reg A without a broker
One of the exciting things about securities law is that rules can and do change in response to concerns raised by companies and investors. We have seen this first hand in regards to the requirements for companies to register themselves as dealers of securities to sell their own securities in offerings qualified under Regulation A. […]
We took the money, and signed the subscription agreement, so when are the shares issued?
This is a question we often get from companies as they are trying to organize their cap table, or provide information to a transfer agent. Many companies seem to be of the belief that shares are not actually issued until a certificate is prepared, or that the shares are recorded on the company’s internal ledger, […]