NASAA and Members of Congress Come Together on the Need for the SEC to Expand Intrastate Crowdfunding Rules


By Samuel S. Guzik, CrowdFundBeat special guest editor,  Guzik & Associate It is rare that I am able to find agreement with the publicly stated positions of the North American Securities Administrators Association (NASAA). Equally rare – members of Congress who are traditionally strong advocates for “smart” regulatory reform of capital formation by SME’s to find themselves on the same page as NASAA.  However, there appears to be a growing, even overwhelming, consensus that the SEC’s proposed rules to modify current federal restrictions on the intrastate sale of securities – are on the one hand a step in the right direction.  But on the other hand,…

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By Samuel S. Guzik, CrowdFundBeat special guest editor,  Guzik & Associate Many have railed against what can be argued is the irrationality of protecting non-accredited investors from themselves, i.e. the accredited investor definition.   The definition was crafted by the SEC back in the early 1980’s as the centerpiece of what has been the most utilized method for companies to raise capital in an offering not registered with the SEC, Regulation D. In simple terms, if a company wishes to raise capital without registering its offering with the SEC, it can utilize the Regulation D “safe harbor” created by the SEC to sell securities to both accredited…

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Issuer-Dealer and Agent Registration Requirements for Issuers Not Utilizing a Registered Broker-Dealer for Offers and Sales of Securities under Tier 2 of Regulation A


By Sara Hanks , CrowdFundBeat  Sr.contributing Guest Editor  CEO/Founder, CrowdCheck, Inc. The Securities and Exchange Commission’s (“SEC”) amendments to Regulation A went into effect on June 19, 2015. Those amendments provided companies not just with greater access to capital through the ability to raise up to $50 million, but also a greater ability to communicate with investors through novel communication rules previously unavailable to issuers in a public offering of securities. Whereas previously, communications for public offerings were limited to the information contained in an offering prospectus or offering circular, the amendments to Regulation A instead allow issuers to freely communicate before any filing or qualification with…

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Evaluating Crowdfunding’s Potential for Investing Platforms

Top 5 Crowdfunding Platforms 370

By Rachael Everly, CrowdfundBeat Guest Post, Crowdfunding is now being viewed as a financial innovation for entrepreneurial projects or other investment prospects. The true success stories can be examined from the Silicon Valley projects as many entrepreneurs made their start-up plans into successful businesses. The initiative created focus for entrepreneurs and the tech ecosystems which ignited the drive for innovation and sustainability. There are a number of factors which lead to Crowdfunding such as lack of mobile/web infrastructure, high cost for the implementation of high end technology, developmental costs and restrictive financial regulations. For most students who become entrepreneurs after graduation, it is more challenging…

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Attorney Sanctioned by SEC for Unregistered Broker-Dealer Activity

Attorney Sanctioned by SEC for Unregistered Broker-Dealer Activity

By  Bret Daniel ,, CrowdfundBeat Guest Post, The SEC crackdown on unregistered entities continues to grab headlines. Recently, we wrote about the importance of complying with the broker-dealer registration requirement under Section 15(a) by highlighting the latest violations by portfolio managers, online platforms, and individuals. We suggested that anyone that helps to facilitate a securities offering, even in the broadest sense, should consult a lawyer about the necessity of registering as a broker. The most recent SEC enforcement action, however, demonstrates that even lawyers can get tangled up in the wide net cast over unregistered broker-dealers. EB-5: Visa or Security? Mark Ivener was a…

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Regulation A Timeline


By Mark Roderick CrowdFunding Beat  Sr. contributing editor and crowdfunding attorney with Flaster/Greenberg PC. “How long will it take?” That’s one of the two questions I’m asked most often about Regulation A. The answer is that if everything goes smoothly, it should take about 20 – 24 weeks from the day an issuer decides to raise money using Regulation A until it begins selling securities. Every company is different, of course, and lots of things can delay the process, but 20 – 24 weeks is a good rule of thumb. With this Regulation A Timeline, I hope to provide issuers and their advisors with a framework for conducting…

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Understanding the 1031 Exchange and How it Affects Investors

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By David Wieland, CrowdFund Beat Guest Post, The following is a guest post written by Realized Holdings, a valued WealthForge partner who helps investors reinvest their 1031 equity. With commercial real estate values at an all-time high, there’s been a lot of buzz about 1031 exchanges. Why all the excitement? For starters, investors can save 30% to 40% in taxes on the sale of their investment property by completing a 1031 exchange. While tax code may be boring, saving money is not. A 1031 exchange allows investors to defer payment of capital gains taxes when they sell properties by reinvesting or “exchanging” their equity into “like-kind” replacements.…

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SEC: Investment Adviser Boasted

SEC: Investment Adviser Boasted

FOR IMMEDIATE RELEASE 2016-161 SEC: Investment Adviser Boasted Phony Assets and Track Record, Stole From Client Washington D.C., Aug. 11, 2016 — The Securities and Exchange Commission today announced fraud charges against a San Francisco man and his investment advisory firm accused of pretending to manage millions of dollars in assets and then stealing money from the first client who invested with them based on their misrepresentations. The SEC alleges that Nicholas M. Mitsakos and Matrix Capital Markets, which is a state-registered investment adviser in California, solicited investors in a purported hedge fund while falsely marketing themselves as experienced money managers with a highly successful…

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Understanding Reg CF: Discussing financial results

Understanding Reg CF: Discussing financial results

By Sara Hanks , CrowdFundBeat  Sr.contributing Guest Editor  CEO/Founder, CrowdCheck, Inc. As we have previously discussed, the Regulation CF disclosure requirement for thefinancial 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(link is external) (see paragraph (c)). As we have…

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Death to the Accredited Investor Rules


By Jorge Newbery,  CrowdFundBeat contributing Guest Editor,  Founder and Chief Executive Officer of American Homeowner Preservation LLC The American Dream is dying. Social mobility in America has all but perished for the majority of Americans. With an extraordinary concentration of wealth amongst the richest, working-class Americans are often shut out of opportunities that could allow them to rise. Investments enable citizens to bolster their incomes and plan their financial futures. But, while rules and regulations prohibit most Americans from participating in higher yielding ventures, our society’s wealth gap will continue to widen. The inequality of investment possibilities can be largely attributed to the Security and Exchange…

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“REG CF” An Analysis of the First 50 Crowdfunding Offerings


By Marc A. Leaf, Robert T. Esposito, and Abigail Luhn, The Securities and Exchange Commission (SEC) is now accepting Form C filings from private companies seeking to sell securities through registered crowdfunding portals. We have been following the nascent crowdfunding space closely and will continue to monitor the adoption of crowdfunding as a new method of financing private companies. In this alert, we will analyze offerings conducted through crowdfunding portals, offer tips for those thinking of entering the space, and provide a summary of the SEC’s final rules and forms for equity crowdfunding (“Regulation Crowdfunding”). The Drinker Biddle Crowdfunding Report, an open data set providing…

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A Reflection of Online Money Lending


By Steve Cinelli , CrowdFund Beat Sr. Editor, @stevecinelli Some many months back, in fact prior to their listings, I wrote a piece questioning the lofty valuations of the marketplace lending platforms (LC and ONDK) as they entered the public markets.  The basic thesis was recognizing the fundamental business these platforms engaged, i.e., money lending, and how others in the same space, albeit not as “technology positioned”, delivered the same product and/or service, and I thus intimated that the newbies should be valued with similar metrics to the incumbent financial institutions. In observing the platforms’ performances over the last year, as well as evolving market conditions,…

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Mountain XpressFaces in the crowd: WNC crowdfunding initativesMountain XpressON THE SPOT: The scenes in Luke & Jo will be shot chronologically, which will allow for more improvisation in the dialogue, according to the feature film's crowdfunding page. Andie Morgenlander and E [...]

AZCentral.comTiny companies lure investors under Arizona crowdfunding lawAZCentral.comInvestors who make bets under the state's one-year-old crowdfunding law certainly have the potential to get in on the ground floor, but they must be patient and might not receive any returns. Th [...]

BloombergCouples Desperate For Children Turn to Crowdfunding FertilityBloombergCrowdfunding has become a popular mechanism for many couples who can't afford the high costs of IVF, or adoption and surrogacy. “It's not an easy thing to share publicly,” says Crystal Barrett, 33 [...]

MarketWatchWhy a crowdfunding site is giving out $10000 scholarshipsMarketWatchCrowdfunding site GoFundMe announced Thursday that it will award $10,000 to 10 students with pages on their site that fundraise for education. The award is part of a contest the site held throughout Septemb [...]

Huffington PostReal Estate Crowdfunding's Pathway of ChangeHuffington Post“Crowdfunding is just the Internet,” stated Attorney Mark Roderick as he opened last month's RealCap Chicago. RealCap is an annual conference that joins crowdfunding leaders and innovators to propel th [...]

BBC NewsNHS trust 'relies' on crowdfunding to equip wardBBC NewsAn NHS trust has launched a crowdfunding appeal to buy equipment for a new hospital unit because "it cannot get started without donations". The Royal National Orthopaedic Hospital (RNOH) in Stanmore, n [...]

MottoIVF: More Couples Crowdfunding to Pay for Procedure - MottoMottoMore and more couples are turning to crowdfunding to fund costly in vitro fertilization (IVF) treatments, Bloomberg reports.More Couples Who Can't Afford IVF Are Turning To Crowdfunding For HelpRomperCouples des [...]

EntrepreneurIs Crowdfunding Right for You? Answer These 7 Questions to Find Out.EntrepreneurCrowdfunding is a popular and increasingly accessible way to put your prospective product or business in front of millions of people. And, thanks to the visibility of massive success stories, t [...]

Boing BoingCrowdfunding a bike-lock that squirts vomit-inducing antipersonnel gas when cutBoing BoingThe Skunklock is a $109 crowdfunded gadget that contains pressurized vomit-inducing gas the creators call "Formula D_1," and which is intended to induce immediate vomiting wh [...]

WestwordProgressive-Rock Band Marillion Pioneered CrowdfundingWestwordThat was the beginning of crowdfunding for us — and for every band, really.” When it came time for the recording and release of the followup to the 1999 record, Kelly and the band realized that one of [...]

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