If you aren’t current in your Reg A reporting, you could still be violating securities laws even if qualified by the SEC
It’s 1-SA filing season again for Regulation A filers, and time to make some observations about the consequences of not filing. We have encountered more than three companies in the last three months that have not filed all (or in one case, any) of their ongoing filings, and yet have requalified their offerings or qualified […]
Crowdfunding annual filing season: still getting it wrong!
So May 2 marked the due date for most companies in the crowdfunding world to file their annual reports on Form 1-K or C-AR. And many companies didn’t. Do I need to remind you that in order to make an offering under either Reg A or Reg CF, if you have made offerings under that […]
Trolls and touts
Well, I thought I’d better blog something before people think we’ve vanished. We’ve just been too busy. But recently something happened that tied together two previous blog posts. Trolls have become an increasing problem in the online space. The whole point of the crowdfunding regs is to give voice to the crowd, to enable retail […]
Rule 145: An issue for crowdfunding company exits
Startup investors all hope for a great “exit.” Most startups, of course, will never get to that point, but for the successful ones, the principal ways that investors get repaid for their faith in a high-growth early stage company is an eventual IPO, hopefully at a price much higher than the price they paid, or […]
Reg A and Reg CF issuers: time to count your shareholders!
Reg A and Reg CF have been around for a few years now and we are finding that some of our clients, especially those that have made multiple offerings, are getting to the point where they need to consider the implications of Section 12(g) of the Securities Exchange Act, which requires companies to become registered […]
How a member of the crowd made crowdfunding easier
A while back, one of our favorite start-up clients called me and asked me to speak to a potential investor. Paul Efron, a resident of Arizona, wanted to invest in the company’s Regulation A offering. However, when he went onto the company’s website to invest, his subscription was rejected. The company was accepting subscriptions from […]
Foreign issuers using Reg A and Reg CF
For some reason, this issue has been coming up a lot lately. Our usual response to the question “Can non-US issuers make a Reg A or Reg CF offering?” is to point to the rules: Rule 251(b)(1) says Reg A can only be used by “an entity organized under the laws of the United States […]
SEC proposes relief for “finders”
I have long (oh so long) been one of those urging the SEC to give some clarity with respect to the status of “finders.” See here for the latest piece. Early-stage companies raising funds very often reach out to a guy who knows some guys who have money and have invested in startups in the […]
Where do you work?
And by that I mean the geographic location of your place of business, if you have one. The pandemic has accelerated the existing trend of people working remotely and running their businesses from pretty much anywhere. Crash any Zoom call these days. Josh appears to be calling in from a desert island but it’s a […]
Entanglement with third-party communications
Lawyers and finance peeps who practiced around the turn of the millennium will recall many of the issues that were raised by the misbehavior of investment banks’ research departments. I-bank analysts would take company executives golfing and, somewhere round the fourth hole, would ask “So, Executive, how is the distribution channel for the next quarter […]