Crowdcheck Blog
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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 exercise of the warrants are separate securities whose offer and sale must be registered on a registration statement or covered by an exemption from registration such as Regulation A. That is why offering statements under Regulation A list each of these individually and why the SEC requires the validity opinion filed as an exhibit to the…
This entry is filed under Regulation A, SEC, Securities Law
On March 26, 2020, the SEC adopted temporary amendments to the rules governing the filing of periodic and current reports under Regulation A (Rule 257) and Regulation Crowdfunding (Rule 202) to provide relief to issuers that are challenged in meeting their obligations to file those reports on a timely basis because of the outbreak of coronavirus disease 2019 (COVID-19). If an issuer is not able to meet a filing deadline that falls during the period from and including March 26, 2020 to May 31, 2020 (the “Relief Period”), the issuer will have 45 days from the date that the report was due to file the report, subject to certain conditions (the "Extension Period…
This entry is filed under Crowdfunding, Regulation, Regulation A, SEC
In an earlier blog post, we mentioned that while Regulation A preempts state review of offerings under Tier 2 of Regulation A, states are still given the authority under Section 18 of the Securities Act to require issuers selling securities under Regulation A to make notice filings and pay filing fees before they can offer securities in the states. Section 18 also preserves the states’ authority to enforce their respective antifraud statutes.
Since our last blog post, 40 states and the District of Columbia have adopted notice filing requirements. CrowdCheck assists many issuers in making their notice filings. Historically, once a filing was submitted, we…
This entry is filed under Regulation, Regulation A, State Law