Expedited Regulation Crowdfunding Offering Rules For Coronavirus Impacted Issuers

The SEC’s Regulation Crowdfunding temporary rules are intended to expedite the crowdfunding offering process for smaller, previously established companies directly or indirectly affected by COVID-19.

Section 4(a)(7) Resale Exemption – FAST ACT

Section 4(a)(7) provides an exemption for  private resales from the SEC’s (“SEC”) registration statement requirements if certain conditions are met.  One of the benefits of Section (a)(7) is that unlike the Section 4(a)(1½) exemption, state blue sky laws are preempted.

The Section 4(a)(2) Exemption – Exempt Offerings

Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) provides an exemption from the SEC’s registration statement requirements for transactions by an issuer and do not involve a public offering of securities. Section 4(a)(2) is the most widely used exemption for securities offerings in the U.S. Shares sold in reliance upon Section 4(a)(2) are restricted securities and may not be resold absent SEC registration or an exemption therefrom.

Rule 12b-25 Q & A – SEC Reporting Requirements

Form 12b-25 and Rule 12b-25 provide relief for issuers unable to meet SEC reporting requirements on time. Rule 12b-25 grants..

What Is SEC Form 5 – SEC Reporting Requirements- Securities Lawyer 101

Section 16 insiders must file an Annual Statement of Changes in Beneficial Ownership on Form 5 if there are any transactions in the company’s equity securities that were not previously reported on a Form 4, other than transactions that are exempt from Form 5’s SEC reporting requirements. Form 5 is a mandatory SEC Form that should not be …

Form S-1 Selling Shareholders Disclosures – Going Public Lawyers

Securities Lawyer 101 Blog Companies going public have a variety of structures for their transactions. Companies can sell shares in reliance upon Rule 506 of Regulation D and file a selling shareholder registration statement with the Securities and Exchange… Read More

What Is a Seed Stockholder? Going Public Lawyers

One requirement of a going public transaction is that the issuer obtain sufficient stockholders to establish a trading market. These initial investors are commonly referred to as “Seed Stockholders” or “Seed Shareholders”. Seed Shareholders play an important role in the capital raising and going public process.

Why Form 10 Shells Are High Risk – Form 10 Reverse Mergers

Many issuers seeking to raise capital often attempt to go public using a reverse merger with a Form 10 public shell company. Shell companies that file a Form 10 have pitfalls for unsuspecting private companies.

CAN-SPAM Issuers and Investor Relations – Securities Lawyer 101

If you use email in your business, you should be aware of the requirements of the CAN-SPAM Act (“CAN-SPAM”). Investor relations providers often attempt to remain anonymous.

What SEC Reporting Requirements Apply to a Direct Public Offering?

  Exchange Act Reporting After SEC Effectiveness of a Registered Direct Public Offering Upon completion of a registered direct public offering, the Exchange Act imposes periodic reporting obligations. If the issuer is a domestic issuer subject to SEC reporting… Read More

Rule 506-c Accredited Crowdfunding Direct – Securities Lawyers

Rule 506(c) of Regulation D under the Securities Act of 1933, as amended, allows a company to use general solicitation and advertising to raise an unlimited amount of money from accredited investors.

Deadlines for SEC Reporting Requirements Extended Due to COVID-19

On March 25, 2020, the Securities and Exchange Commission (the “SEC”) issued an order (the “SEC Order”) providing extensions to SEC reporting requirements deadlines for issuers affected by COVID‑19, further extending the deadlines set forth in a March… Read More

What are the Requirements of Regulation CF Crowdfunding?

SECTION 4(A)6 OF THE SECURITIES ACT Section 4(a)(6) of the Securities Act of 1933, as amended (the “Securities Act” is also known as Regulation CF. These rules have made it easier for companies to raise money from a… Read More

Regulation A Reporting Obligations – Crowdfunding with Regulation A

Regulation A, also known as Regulation A+, provides investors with more investment choices and issuers with more capital raising options during their going public transactions. The rules adopting Regulation A+ are mandated by Title IV of the Jumpstart… Read More

Regulation A and Crowdfunding Issuers granted SEC Extensions

The SEC recently granted issuers using Regulation A and Regulation Crowdfunding known as Regulation CF have been granted extensions  to their SEC reporting obligations. Last month, the SEC published new temporary final rules extending the due dates for… Read More

What is Accredited Investor Verification? Crowdfunding Lawyers

Rule 506(c) verification of accredited investor status is only required where the issuer engages in general solicitation and/or advertising.  The SEC provided guidance as to acceptable accredited investor verification methods.  

Crowdfunding During Coronavirus – COVID-19 Securities Lawyer 101

Crowdfunding Offerings in the Time of Coronavirus In the past few months, the COVID-19 outbreak has caused quarantines and closures, and has restricted the movement of people and goods between countries and within the United States. It has… Read More

Short Sale – Q & A – Short Seller Rules – Regulation SHO Lawyers

A short sale transaction can be part of a legitimate trading strategy if done legally. Illegal  Short selling… 

The SEC Addresses COVID-19 Disclosure Requirements – Securities Lawyer 101

  The SEC Addresses COVID-19 Disclosure Requirements Earlier this month, the Securities and Exchange Commission (the “SEC”) addressed COVID-19 disclosure requirements in a release reminding companies subject to the SEC’s reporting requirements of their disclosure obligations regarding their… Read More

SBA Offers Small Business Loans in Response to Coronavirus – COVID-19

U.S. Small Business Administration Offers Funding in Response to COVID-19. The Coronavirus Preparedness and Response Supplemental Appropriations Act (the “Act”), passed with near unanimous support in both the House and Senate and was signed into law on March 6, 2020. The Act provides $20 million for the Small Business Administration (“SBA”) disaster loans program to support SBA’s administration of loans to entities financially impacted as a result of the coronavirus. Individual businesses may apply for up to $2 million of working capital loans.

What Is an Accredited Investor Verification Provider?

Accredited Investor Verification – Accredited Crowdfunding Under Rule 506(c) Accredited investor verification is a critical part of the Rule 506(c) also known as the Accredited Crowdfunding exemption. Rule 506(c) of Regulation D of the Securities Act of 1933,… Read More

Short Sale and Short Seller Rules – Regulation SHO Lawyers

Understanding the Games that Issuers and Short Sellers Play When a manipulated stock’s price declines, it has become common practice for penny stock issuers and their disciples to scream foul play and claim their company is the victim… Read More

What Is A Form 10 Registration Statement? Form 10 Securities Lawyers

Form 10 shells are used as inventory for reverse merger transactions that take a company from private to public company status.

SEC Reporting After a Form 10 Goes Effective – Form 10 Registration Statements

If a company files a registration statement on Form 10 under Section 12 of the Exchange Act, it becomes an SEC reporting company and the company becomes subject to the same annual, quarterly, and current reporting obligations that result… Read More

Crowdfunding JOBS Act, Crowdfunding Portals, Platforms and Intermediaries

What You Need to Know About Crowdfunding Portals and Intermediaries The JOBS Act includes provisions to allow crowdfunding intermediaries known as “Crowdfunding Portals”, or “Crowdfunding Platforms” to assist companies with raising capital using the internet.  Crowdfunding Portals will serve as attractive… Read More

Form S-1 SEC Review Process – S-1 Requirements Going Public

The Division of Corporation Finance of the Securities and Exchange Commission (SEC) reviews filings and provides companies going public with comments on filings to ensure that its disclosure requirements are being met. This is particularly common for a… Read More

Form S-1 Registration Statement Quiet Period – Going Public

Private companies going public should consider Form S-1 filing requirements when contemplating their securities offering.  The most commonly used registration statement form is Form S-1. Private companies seeking to raise capital often file a registration statement on SEC… Read More

CBD Oil for Pain: FDA Approves Over-the-Counter Cannabidiol Topical

The FDA recently approved an opioid-free pain-relieving cream from Honest Globe, a plant-based wellness company specializing in alternative health care. This over-the-counter topical is infused with cannabidiol (CBD) oil, an ingredient found in cannabis, originally derived from the hemp plant.

According to the company, Elixicure may be able to help those manage chronic pain without the use of narcotics.”We are ecstatic to announce that Elixicure’s Registration has been Certified by the FDA,” Elixicure’s Chief of Business Development, Yaniv Kotler said. “The FDA’s certification provides customers with an alternative to opioids for pain relief.”

This is what you need to know.

FINRA Addresses Digital Securities – Regulatory Notice 19-24

FINRA Encourages Member Firms to Provide Notice of Activities in Digital Securities Last year, FINRA took several steps to engage with its members regarding their current and planned activities relating to digital assets. These efforts included the issuance… Read More

SEC Charges Attorney Ben Bunker with Fraudulent Scheme

On January 23, 2020, the Securities and Exchange Commission (SEC) issued a cease and desist order against attorney Ben Bunker (Benjamin L. Bunker). Bunker is a 42 year old lawyer based in Las Vegas, Nevada. Bunker was working… Read More