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 […]
ChatGPT explains regulation crowdfunding in the form of a sea shanty
A regulation crowdfund, it seems, Is a way for small firms to raise some green, Without need for a broker, or lots of red tape, Through the power of the crowd, and a site to escape. With a cap on the amount that can be raised, And a limit on who can invest and be […]
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 […]
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 […]
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 […]
Criminal Proceedings Against Officers and Directors: Disclose now or wait for a conviction?
When do companies need to tell investors about criminal proceedings that allege their officers and directors have engaged in fraud? According to some state regulators, it may be sooner than companies expect. In a recent settlement, an issuer was found liable for failing to disclose in its Reg A offering the ongoing criminal proceeding involving […]