Busted!  SEC Targets Reg A+ Marijuana Company, Med-X, in Administrative Proceeding.

By Samuel S. Guzik, CrowdFundBeat special guest editor,  Guzik & Associate

The Regulation A+ industry was buzzing this week – not with excitement, but with a healthy dose of trepidation.  One of the first, high (no pun intended) profile Regulation A+ offerings, launched in November 2015, after a seemingly successful “Testing the Waters” campaign, was for a company called Med-X, a startup formed to participate in the newly burgeoning marijuana industry – the so called “Green Rush.”

c0b9d2b6-ea54-47a5-a803-0cb4ab3b61a6-large16x9_potleaf

But this month’s headline for Med-X was a bit more sanguine, enough to counteract even the most potent dosage of THC:  “REGULATION A EXEMPTION OF MED-X, INC. TEMPORARILY SUSPENDED.”  The story that followed was not the kind of publicity any company is looking for – especially when it is in the throes of raising money under Reg A+. Actually, it was not a story. Rather, it was an Administrative Order issued by the SEC on September 16, 2016, temporarily suspending the exemption of Med-X under Regulation A+.

Why? Well, it seems that this company failed to notice, or at least heed, the requirement that Reg A+ issuers file periodic informational reports as a condition of maintaining their status as Reg A+ issues. The basic requirement calls for a company, at the least, to file a semi-annual and annual report with the SEC following the “qualification” of the offering.  Seems that Med-X failed to file its annual report, which would include audited financial statements, when due back in the Spring of 2016.

Some have speculated that the SEC was targeting a disfavored industry – marijuana. I doubt it. The SEC  has approved the registered sale of other companies in this industry long before Regulation A+ was adopted.

Others have speculated that this action reflects an uneven hand towards Regulation A+ issuers. After all, this type of swift action is rare for fully reporting companies which are delinquent in their filings. One more time: I think not.

The Staff at the SEC has been remarkably supportive of the rollout of Regulation A+, as measured anecdotally in terms of the efficiency in which it has been processing the review of Regulation A+ offerings.

Rather, I think back to one of the more notable sound bytes I coined in a Webinar back in April 2015: “Regulation A+ is not your daughter’s Kickstarter campaign.”  Raising capital from outside investors is serious, heavily regulated business.  And as indicated by some of the early Regulation A+ participants, the level of sophistication of the management of some of these issuers has hardly met the bar required to file and prosecute a Regulation A+ offering.

Yes, Regulation A+ is a little more complex than the pipedream: filling out a form, waiting for SEC approval, and then crowdfunding your way to $50 million.  Apart from detailed disclosure rules, including audited financial statements, and the always difficult task of raising capital – especially for early stage companies – there is an ongoing SEC reporting requirement. Yes, the requirement is lighter than a fully reporting public company, to be sure, but enough to quickly overload an early stage company, with limited financial and human resources.

So if nothing else, this is one SEC enforcement action can be expected to inject a dose of reality into the Regulation A+ capital raising process.  As our President might say, “A Teachable Moment.”

samuel guzik

Samuel S. Guzik has more than 35 years of experience as a corporate and securities attorney and business advisor in private practice in New York and Los Angeles, including as an associate at Willkie Farr and Gallagher, a major New York based international law firm, a partner at the law firm of Ervin, Cohen and Jessup, in Los Angeles, and in the firm he founded in 1993, Guzik & Associates.

Mr. Guzik has represented public and privately held companies and entrepreneurs on a broad range of business and financing transactions, both public and private. Mr. Guzik has also successfully represented clients in federal securities litigation and SEC enforcement proceedings. Guzik has represented businesses in a diverse range of industries, including digital media, apparel, health care and numerous high technology based businesses.
Guzik is a recognized authority and thought leader on matters relating to the JOBS Act of 2012 and the ongoing SEC rulemaking, including Regulation D Rule 506 private placements, Regulation A+, and investment crowdfunding. He has been consulted by Congressional members, state legislators and the U.S. Small Business Administration Office of Advocacy on matters relating to the JOBS Act and state securities matters.

Guzik & Associates

1875 Century Park East, Suite 700

Los Angeles, CA 90067

Telephone: 310-914-8600

www.guziklaw.com

www.corporatesecuritieslawyerblog.com

@SamuelGuzik1

 

Tags: , , , , , , ,

HEADLINE NEWS

Telegraph.co.ukWellesley to freeze crowdfunding campaign as it courts City investorsTelegraph.co.ukPeer-to-peer property lender Wellesley is suspending its crowd-funding efforts as it courts City investors to help fund its expansion. Wellesley is set to pause its campaign that asked s [...]

UC BerkeleyCrowdfunding expands innovation financing to underserved regionsUC Berkeley“But crowdfunding has opened up funding to everyone else.” The article was published in a recent edition of the journal Science. For the study, researchers analyzed data from 2009 to 2015 on successf [...]

Crowdfunding Helps Little Red Feather Buy Horse Share ...BloodHorse.com (press release) (registration) (blog)Little Red Feather Racing (LRF) announced Jan. 13 that under their recently established LRF Thoroughbred Fund ("Fund"), they have acquired a minority ...and more » [...]

VentureBeatHere's how regulation crowdfunding performed in 2016VentureBeatIn May, the third and final part of the 2012 JOBS Act, Regulation Crowdfunding, went into effect and 2016 ended with much promise for entrepreneurs seeking funding and our government seeking jobs. Regulatio [...]

NBC 10 PhiladelphiaTrenton Bakery Raises $6 Thousand From CrowdfundingNBC 10 PhiladelphiaA brand new bakery in Trenton is launching its grand opening on Saturday, but the grand opening – or even the bakery – wouldn't be possible without crowdfunding. Studio B received six thousan [...]

EntrepreneurHow Will Donald Trump's Presidency Affect Crowdfunding?EntrepreneurDonald Trump will soon be inaugurated as the country's 45th president and will potentially impact the burgeoning crowdfunding industry in a "yuge" way. Before ...and more » [...]

Chicago startups now can use crowdfunding to raise equity fundingChicago Business JournalIndiegogo, one of the most popular rewards-based crowdfunding platforms, announced late last year that project supporters will be able to make equity investments after the Securities and Exchange [...]

Forbes'Star Citizen' Lumbers Into 2017 With $141 Million In CrowdfundingForbesWhile HL3 is more a question if Valve ever feels like making video games again, Star Citizen is another animal entirely, a game that's very publicly in development with a practically unlimited [...]

Popular MechanicsWhy You Shouldn't Trust a Crowdfunding Project: Volume InfinityPopular MechanicsThis, unfortunately, is not an unheard of end for crowdfunding campaigns. Kickstarter has done its best to mitigate these failures by requiring folks who wish to run a project to show [...]

Crowdfund InsiderCrowdfunding a Sports Car: Dubuc Motors Seeks up to $20 Million on StartEngineCrowdfund InsiderCrowdfund Insider originally covered Dubuc's crowdfunding project a year ago when the company commenced “testing the waters” for investor interest. Today, they are well [...]

CFB Finance

Marketwired

  • Crowdfunding
  • Crowdfund
  • Peer to Peer Lending
  • FinTech
  • Reg A+
  • Reg CF
  • Crowdfunding USA

Press Release

Live Crowdfunding .tv

What's Next Step in Regulation A+ JOBS ACTS Title IIII :L Interview : Steve Cinelli with Brian Korn Securities and Crowdfunding/Peer-to-Peer Lending Lawyer, Watch more video library | Conference | Interview | Campaign Showcase | Research | Education |