Warrant issuers, keep your offering statement evergreen
An increasing number of issuers have been using Regulation A to make continuous offerings of units, consisting of a combination of equity, often common stock, and warrants to purchase the same equity at a future date. Under the Securities Act, the units, the shares of stock, the warrants and the shares of stock issuable upon […]
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 […]
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 […]
CrowdCheck’s New TradeCheck
While Regulation A and Regulation CF have been effective tools for early stage companies to raise funds from investors across the country, secondary trading in those securities can often be a challenge, in part due to state-by-state securities regulations – often referred to as “Blue Sky” laws – that restrict which stocks brokers can discuss […]
Comments on SEC Exempt Offerings Proposing Release
This is the third in a series of blog posts on the topic of the SEC’s proposed changes to the exempt offering matrix. Below are earlier posts: SEC exempt offerings: process SEC exempt offerings proposal: no relief from offering circular delivery requirements Well, CrowdCheck finally got our comment letter on the proposals filed. It took the SEC a […]