Understanding Reg CF: “Financial Condition of the Issuer”
In a rather innocuous requirement, the SEC requires that a company offering securities under Regulation Crowdfunding “describe [its] financial condition…” However, the short directive masks a rather tall order for companies. The discussion of the financial condition of the company will be one of the most analyzed parts of the Form C, both by prospective […]
The Need for Uniform Reg A Tier 2 Filing Requirements
Since the SEC’s adoption of its Regulation A+ rules, creating two tiers of Reg A offerings and two sets of procedures to follow, CrowdCheck has worked with a few companies seeking to qualify offering under Reg A. These companies have found themselves to be guinea pigs for state regulators. In the case of Tier 1, […]
Preparing for an A+ grade: Whether Tier 1 or Tier 2, you will need audited financial statements
One seemingly critical difference between conducting a Regulation A offering under Tier 1 or Tier 2 at the federal level is the requirement to provide audited financial statements. The SEC does not require audited financial statements for Tier 1 offering, whereas audited financial statements are required for Tier 2. However, this difference is merely a […]
Preparing for an A+ grade: be prepared for a time commitment
Regulation A is a public offering of securities. Even though it is not a full blown IPO, it still takes a substantial amount of time to prepare and to have a successful offering. At CrowdCheck, we have been approached by a handful of companies that are excited about Regulation A and want to start selling […]
CrowdCheck memo on final Crowdfunding rules
CrowdCheck has put together its definitive summary of Regulation Crowdfunding as adopted by the SEC. The memo can be found here, http://bit.ly/1XE8c44
Big news for testing the waters under Tier 2 of Reg A+
Here at CrowdCheck, we have been worried about how state regulators would respond to the SEC’s new testing the waters rules for Tier 2 Offerings under Regulation A. As we previously addressed on this blog, the new rules exempted testing the waters communications from federal securities registration requirements, but left some ambiguity with respect to the application […]
Preparing for an A+ grade: We had a great testing the waters campaign, can we do Tier 1 offering under Regulation A?
Short answer, no. Long answer, maybe, but only after you wait for an extended period of time to ensure that no state would consider your testing the waters campaign to be integrated with your current offering. Why is this important? At CrowdCheck, we have heard advice making the rounds that seems to forget that the […]
Preparing for an A+ grade: Protect yourself
Don’t fool yourself. While an offering under Regulation A+ is not an IPO on a stock exchange or full registration under the Securities Act, it is a big deal. Your company is preparing for a public offering of securities and will be taking on investors with whom you do not have any previous relationship. Those […]
Rescission, disqualification, and aiding and abetting, oh my…
Online investment platforms and the EB-5 Visa investment community have been abuzz lately following the June 23 announcement by the SEC that is has issued a final order against Ireeco, LLC and Ireeco Limited for acting as unregistered brokers in violation of Section 15(b) of the Securities Exchange Act. The practices by Ireeco, LLC included the establishment […]
Preparing for an A+ grade: planning your offering to be able to terminate reporting
A common theme that CrowdCheck is hearing from potential issuers looking into using Regulation A+ is that they are not certain they want to take on the obligations of the ongoing reporting for an indeterminate length of time. While understandable, the worries about the ongoing reporting requirements do not appear to fully take into account […]