Why Reg S doesn’t work with online offerings
Anyone who knows me knows my link with the SEC’s Regulation S. While folks sometimes refer to it as an exemption from registration under the Securities Act, it’s not. Reg S provides that the registration provisions of the Securities Act simply do not apply to offers and sales made outside the United States, and then […]
Subsidiaries using Reg CF
This came up no less than three times last week, so I figured it was worth a blog post. Subsidiaries can raise funds under Reg CF, even if they are subsidiaries of companies who cannot use Reg CF themselves, because they have a class of securities registered with the SEC, or they are not US […]
Why Reg CF doesn’t work for many VC-backed companies
Since the increase in the maximum offering amount to $5 million a couple of years ago, we’ve seen more interest in Reg CF offerings by venture-backed companies. Sadly, it doesn’t work for a lot of them. This is because of what we refer to as the “issuer aggregation rule”. Rule 100(c) explains that “issuer” for […]
I’m crowdfunding. Do I really need a transfer agent?
We keep hearing this question. To be honest, it’s not clear why a crowdfunding issuer would want to have to deal with the recordkeeping for what could be thousands of investors (and even if the issuer uses a Reg CF SPV, that itself is an issuer whose many shareholders have to be wrangled). But are […]
We took the money, and signed the subscription agreement, so when are the shares issued?
This is a question we often get from companies as they are trying to organize their cap table, or provide information to a transfer agent. Many companies seem to be of the belief that shares are not actually issued until a certificate is prepared, or that the shares are recorded on the company’s internal ledger, […]
Considerations in doing a Reg CF offering….
Companies often wonder, does it make sense to do a Reg CF offering rather than a Reg A offering? Keep in mind that although selling securities using Reg CF may at first blush seem faster, cheaper and may have some advantages for marketing purposes, it is not always an easy calculation to make. There are […]
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 […]
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 […]