Crowdcheck Blog

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 campaign to get investor interest. However, one potential pitfall of this strategy is that a handful of states require the company to register with the state as an issuer-dealer — essentially the company itself must be registered like a broker-dealer in the state.  CrowdCheck has put together a helpful summary of the…

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 rules for offerings under Regulation A and Rule 506(c) of Regulation D, and from IPOs. We hope this memo will bring some clarity to the communications rules for platforms and issuers.

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 assumptions underlying any financial projections. Such statements may be misleading in their own right, or may omit information necessary to make the provided information not misleading – also known as securities fraud (see paragraph (c)). As we have also previously discussed,…

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. Social media campaigns and promoting the offering are very important for a successful raise under Regulation CF, but there are strict rules about what can be said and issuers need to be careful to not turn their entire website into an offer of securities. The underlying rationale for the advertising rules…

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 financials, with a view to filing an amendment later. Think about this carefully before you do it. The financial statements (for any level of raise) are required to be prepared in accordance with Generally Accepted Accounting Principles (GAAP), reflecting all the requirements of GAAP with respect to revenue recognition, capitalization or expensing, and all that other…

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 to the success of the idea. When it comes to Regulation CF, however, this practice can’t be adopted for equity backers (otherwise known as investors) in exactly the same manner as for donation/reward crowdfunding. Title III of the JOBS Act is not very friendly to communications being made by individual issuers…

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, and it will be the public number used to track your filings. You or a filing agent will need to use your CIK code to log into the EDGAR system from your first to final filing and any amendments and correspondence that come in between. This is also where your company’s basic information that is presented to the public, such as your primary address, FEIN and telephone number…

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 couple of days, I've seen an article or blog post in which a company that we are working with is asked to comment about their plans to raise money under Reg CF. These companies, being (a) super-enthused about crowdfunding and the ability to give their friends and fans the ability to share in any future success and (b)…

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 have their financial statements reviewed by a CPA. You'll need a balance sheet, profit and loss statement and cashflow statement covering 2014 and 2015 (or a shorter period if you haven't existed that long) and they have to comply with Generally Accepted Accounting Principles (GAAP). GAAP requires that your financial statements be prepared on an accrual, not a cash…

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 registration of securities. Any offer of securities must be registered or exempt. Reg CF is not effective until May 16. So any communication about your offering made before you file your Form C on May 16 is an offer of securities that does not meet the requirements for any available exemption. This could result in a violation of Section 5 of the Securities…