USDA Releases Draft of Interim Final Rule on Hempmaking

On December 20, 2018, the 2018 Farm Bill was signed into law by the federal government. The 2018 Farm Bill “requires USDA to promulgate regulations and guidelines to establish and administer a program for the production of hemp… Read More

Regulation A Direct Listing: Tier 2 Status A+

An increasing number of small companies seeking public company status are using Tier 2 of Regulation A also known as Regulation A+  to go public.  This is also known as a Regulation A direct listing. Regulation A provides… Read More

Recent Court Dissent Shows Progress for Marijuana Companies

Currently, although many states have legalized marijuana, it is still illegal to sell the drug under federal law. Because of this, under tax code Section 280E, cannabis companies are not allowed to make any deductions in their filings… Read More

Does Regulation A+ Allow Testing the Waters?

Issuers utilizing Regulation A+ are permitted to “test the waters” with potential purchaser and use solicitation materials both before and after the offering statement is filed, subject to compliance with SEC rules on filing and disclaimers.  Using Regulation… Read More

Do Blue Sky Laws Apply to Regulation A Resales and Secondary Trading?

A sometimes overlooked aspect of Regulation A+ is the impact of state blue sky laws on liquidity and resales also known as secondary sales. State blue sky laws are applicable to resales by purchasers in Regulation A Offerings and vary… Read More

Finra Investigates BNP Paribas

On October 24, 2019, the Financial Industry Regulatory Authority (FINRA) announced a settled enforcement action involving BNP Paribas Securities Corp. and BNP Paribas Prime Brokerage, Inc.  A lengthy FINRA investigation found that although the firms did a brisk… Read More

Does Offering Integration Apply in a Regulation A Offering?

The Regulation A + offering integration rules prevent companies from improperly avoiding the SEC’s  registration statement requirements by dividing a single securities offering into multiple securities offerings to take advantage of exemptions that would not be available for the combined offerings. Regulation… Read More

Regulation A+ Now Available For Public Reporting Companies

Benefits of Regulation A+ Amendments On December 19, 2018, the Securities and Exchange Commission (the “SEC”) adopted amendments to Regulation A informally referred to as Regulation A+. The amendment allows companies that are subject to SEC reporting requirements under… Read More

SEC Halts Alleged $1.7 Billion Unregistered Token Offering

Beginning in January 2018, Telegram Group Inc. and its wholly-owned subsidiary TON issuer began raising capital to finance their business. This included development of their own blockchain and mobile messaging application. According to the SEC, “Defendants sold approximately… Read More

Nasdaq’s Regulation A Seasoning Requirement

Posted by Brenda HamiltonNasdaq’s Regulation A Proposal The Nasdaq Stock Market LLC (“Nasdaq”) proposed a rule that would impose listing requirements for Regulation A companies pursuant to pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934… Read More