Preparing for an A+ grade: What happens if I don’t use a broker?
Many small companies considering undertaking an offering under Tier 2 of Regulation A may find it advantageous to conduct their offering without the use of a registered broker-dealer. Perhaps they have a core base of supporters that would be interested in investing, or they have the ability to undertake their own online, and offline, marketing […]
CrowdCheck releases comprehensive memo on Regulation CF communications
After extensive time spent reviewing the communication rules under Regulation CF and their interplay with other securities laws, as well as consulting with the SEC, CrowdCheck has released its comprehensive memo on communications and publicity by issuers prior to and during a Regulation CF offering. The communication rules for Regulation CF differ substantially from corresponding communication […]
Understanding Reg CF: Discussing financial results
As we have previously discussed, the Regulation CF disclosure requirement for the financial condition of the issuer has the potential to get inexperienced companies in trouble. It is in this section of the disclosure that optimistic entrepreneurs may provide misleading information by not providing the full details of performance measurements, or by not including information on the […]
Understanding Reg CF: Know your advertising limits
Being in the crowdfunding space, my Twitter feed regularly fills up with “how-to” information on promoting crowdfunding campaigns, and who to hire for their experience running social media campaigns. While these outfits may know what they are doing when it comes to donation/rewards crowdfunding, much of what they offer is not compliant with Regulation CF. […]
Understanding Reg CF: even “certified” financial statements need to be in GAAP
With one week to go we are hearing that a number of companies are realizing their financial statements are not going to be reviewed in time by their accountants. But they really want to launch on May 16! So they are planning to file on Form C for amounts less than $100,000 and “certifying” the […]
Understanding Reg CF: Keeping your “backers” informed
One of the best practices that has developed in the realm of donation/reward crowdfunding is to provide regular updates to campaign backers over email in addition to publishing them on the crowdfunding platform. These updates are important — they keep backers informed about the status of the campaign, and provide information about company events relevant […]
Preparing for an SEC filing? Don’t forget your CIK codes.
With all the work that surrounds preparing to file with the SEC (whether you are making a Regulation A or a Regulation CF filing) it can be easy to overlook one of the simplest things you need in order to file. A CIK code is your company’s distinct fingerprint on the SEC’s filing site EDGAR, […]
Journalists, bloggers, pundits and advisers: please stop making companies break the law!
Four weeks out from Regulation CF’s go-live date, and journalists, researchers, bloggers and anyone with access to the internet (including my cat) are asking small companies to comment on their plans to raise money under Regulation CF (“Title III”). Please quit. Y’all are getting CrowdCheck’s clients into trouble. For the third time in the last […]
Understanding Reg CF: you need to get your financial statements reviewed NOW!
We’re 4 weeks out from Regulation CF (Title III of the JOBS Act) going live. This is exciting, right? Are you going to be one of the first companies filing a Form C? If you haven’t got your financial statements sorted out yet, you probably aren’t. Any company looking to raise more than $100,000 must […]
Understanding Reg CF: Remember, don’t say anything until May 16
Regulation Crowdfunding becomes effective on May 16 of this year. What can you say now about your crowdfunding campaign that you plan to launch on May 16? Nothing. Not a word. Otherwise, you blow your exemption from registration and may no longer be eligible to use Reg CF. Recall, Reg CF is an exemption from […]