Form C-AR filing time again!

Hi everyone; a reminder that we are just over a month away from the deadline to file Form C-AR by May 1.* We wanted to flag some issues: If you sold any securities under your Form C, even if you didn’t sell them until this year, and even if you didn’t sell them until April […]

When a picture tells a thousand words . . .

That picture probably isn’t an emoji, because emojis aren’t detailed enough for a message of that size. But they do convey some information, which is why, we assume, people use them. And since emojis are capable of conveying information, they are also capable of conveying misinformation, even misleading information that violates the securities laws. For […]

The SEC is not your mom

We’ve been having a lot of “why can’t we do what they are doing?” conversations recently. Potential issuers have asked: Why can’t they structure a Reg A real estate offering where the issuer invests in minority holdings in other real estate companies? Why can’t they file a 1-Z to exit the Reg A reporting system […]

What do you mean I need to audit financial statements for their property?

When it comes to Regulation A and Regulation CF, the SEC puts a lot of focus on the financial statements being provided to investors. And that makes sense. Financial statements can tell a lot about a company, and the financial position of that company could be one of the primary reasons for investing (even if […]

No, this is not crypto!

We’ve heard from some of our clients that potential investors are getting spooked by the crypto winter and the FTX meltdown. Yes, you can invest in crypto online, just like you can invest in online exempt public offerings under Regulations A, CF and D. But that’s pretty much where the similarity ends. There are a […]

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 […]

Are state notice filings for Regulation A issuers still important?

One of the great benefits to issuers under the SEC’s rules for offerings under Tier 2 of Regulation A, effectively created by the JOBS Act, is the preemption of state requirements for registration of the offer and sale of securities. Known as “Blue Sky Laws”, these state specific rules added considerable cost to qualifying an […]