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California Cannabis Proposed Regulations

Posted on November 22, 2018 at 12:30 AM Comments comments (0)

CALIFORNIA BUREAU OF CANNABIS CONTROL 

The California Bureau of Cannabis (the Bureau) has said that it will finalize proposed regulations in December 2018. Details about how to comment on the proposed regulations are available here: https://cannabis.ca.gov/public-comment.

Cannabis Commerce Reporter selected, parsed, paraphrased or copied everything below. All mistakes are ours. 

Applicants and licensees must use their legal business names on all documents related to cannabis business activity. No more DBAs.

License applicants must buy a different bond for each license they receive.

Permitted: 3% variance for moisture loss in dried flower instead of a 2.5% variance. “The Bureau has conducted additional research and determined that 3% is right for retail sales.”

In addition to not being transferable, licenses are not assignable.

“ … cannabis businesses are seeking alternative methods to acquire capital … due to lack of traditional business loans ... ”

An cannabis business owner includes “ … an individual who will be participating in the direction, control, or management of the business, including anyone who assumes responsibility for the license, or someone who is managing or directing the cannabis business in exchange for some of the profits; or someone who is responsible for debts of the business; or someone responsible for non-plant-touching portions of the cannabis business such as branding or marketing; or any individual who is “determining what cannabis goods the business will cultivate, manufacture, distribute, purchase, or sell.”

If an entity has a financial interest in a cannabis business, all individuals who own any of that entity are considered to have a financial interest in the busines.

A licensed premise cannot be in a location that requires persons to pass through the licensed premises order to access a business that sells alcohol or tobacco or provides access to a private residence.

Licensees may not use advertising likely to be appealing to anyone under 21 and only be displayed where at least 70 percent of the audience is reasonably expected to be 21 years of age or older.

15 miles is a “necessary and appropriate distance” from the California border for a licensee to operate.

Licensees must submit a written request to the Bureau for approval to sell specific items of branded merchandise together with photographs of the branded merchandise.

The requirement to record point-of-sale areas does not apply to all microbusinesses. It only applies to microbusinesses that have been authorized by the Bureau to engage in cannabis retail.

In order to transport cannabis goods to another licensee with the certificate of analysis, the certificate of analysis must be less than 12 months old.

A 3% variance for moisture loss in dried flower is now permitted, instead of a 2.5% variance. Variances for cannabinoid and terpenoid content from the labeled amount and the actual amount allows for a plus or minus 10%.

In order to transport cannabis goods to another licensee the certificate of analysis must be less than 12 months old.

Cannabis goods must be labeled with content for cannabinoids, terpenoids,Total THC, and/or Total CBD.

Cannabis goods that have not been transported to retail within 12 months of the date on the certificate of analysis must be destroyed or retested.

Details about how to comment on the proposed cannabis regulations are available here: https://cannabis.ca.gov/public-comment/

Cheat Sheet for Early-Stage ICO Sponsors

Posted on September 24, 2018 at 11:10 PM Comments comments (0)

Here are the questions you will be asked.


                                                For Starters

Does the ICO or ITO platform already exist?

Is the issuer doing a direct offering or a broker-dealer offering?

In what U.S. states and foreign countries will the issuer be doing business?

What is the purpose of the offering? What is the issuer’s business?

What exemptions will the issuer rely on for each jurisdiction: Rule 506(c, Rule 506(b, Rule 504, Regulation S, or Regulation A+.

What statements, representations, or comments have been made to third parties about future value?

Has the whitepaper been written? Released?

Is the white paper also an offering memorandum with prescribed disclosures and notices?

Has the smart contract code for the token been audited by a code audit firm?

Is there an exit strategy?

Does the issuer have a shareholders agreement?

Does the issuer have a board of directors?

Does the issuer have financial auditors?

Has the issuer worked with a transfer agent before?

Is the issuer comfortable with KYC and KYC best practices? 


                           Blockchain ( distributed ledger technology)

Does the blockchain facilitate transparency?

Does it provide guaranteed legal finality for securities transactions?

Does it provide recourse by means of technical intervention in case of errors or fraud?

Is there a published governance document?

Does the blockchain have financial institution recognition?

Has the issuer specifically determined that the blockchain does in fact prevent cryptocurrency fraud or unauthorized use? 



                                           Protocol

Which Protocol will the issuer use? 

Is the Protocol implemented on an enterprise-class technology platform? 

Does the Protocol manage the custodianship requirements of the security token? 

Does the Protocol have the capabilities to be managed by a regulated transfer agent?


                                     Investors/Purchasers

Will this be for accredited investors only?

How will the issuer confirm or verify accredited investor status?

Will the purchasers be seeking a return on their investment or are they buying the token for other purposes?

If other purposes, what are they?

What are the rights of token holders? Voting? Dividends? 



                                           Tokens 

Is the token coupled with a crypto-currency?

Will the tokens be immediately delivered to the purchasers? 

Is the number of tokens fixed or unlimited? •

Is there a release schedule for the tokens?

Will the tokens have a fixed value?

Does the issuer intend to list the tokens on any secondary markets? 

What are the lock-up periods?

Is the issuer using legends to satisfy re-sale requirements? 

Is the issuer planning on a bounty of free tokens?

____________________________________________________________

This article is not a legal advice, is not written by a lawyer, and is written for general informational purposes only. If you have questions or comments or are interested in learning more about these topics, feel free to email Doug Slain at [email protected] Doug is a securities regulation advisor and author who coaches ICO-sponsors and their advisors on JOBS Act best practices—especially Rule 506(c), Rule 506(b, Rule 504, and Regulation S. Doug authored the 21-volume Exempt Offering Series of audiobooks on Audible.com. He is the founder and sponsor of the 8 year-old LinkedIn discussion group, State Securities Regulation.


Crypto Fund using Regulation S

Posted on September 22, 2018 at 6:45 PM Comments comments (0)

A self-described “crypto-blockchain and ICO-focused investment research fund and media portal” has announced that its Regulation S securities token offering (STO) will begin shortly. The startup, XResearch, claims it is building a “community commons for crypto investors” offering institutional-quality research services and content. 

Token holders will be entitled to “institutional-quality research” and share in 5% of the equity of the company (all token holders in aggregate).

Using Regulation S, issuers can raise large amounts of capital with without the cost and delay of a Regulation D exemption, while purchasers benefit from the ability to resell in a secondary market.

Using either Rule 144 and Regulation S, issuers can use two separate exemptions for the same time period offering the same assets. Also, since a Regulation S issuer may make an offering within the U.S. to a “Qualified Institutional Buyer” (QIB) or to anyone outside the U.S., U.S. broker-dealers can purchase the securities and market them, whether or not any non-U.S. investors purchasing under them would qualify as QIBs, to large institutional buyers both inside and outside of the U.S.

Issuers using Regulation S can take advantage of the fact that the SEC and FINRA deem sales outside of the U.S to be regulated, whether or not those sales are in fact regulated. 

XResearch is led by Charles Wyman, who is working with Steven Wasserman, Barry Cohen, and Neil Benedict, among others.

______________________


Real Estate Funds and Rule 506

Posted on August 7, 2018 at 10:40 PM Comments comments (0)

The overwhelming majority of real estate funds rely on Rule 506 under Regulation D of the Securities Act to raise capital.

Previously, Rule 506 required hedge fund managers to have a pre-existing relationship with investors and it placed a firm prohibition on general solicitation and advertising practices. Under Rule 506(c), issuers may engage in general solicitation and advertising practices when offering securities, although purchasers of the securities must be verified as accredited investors.

Under an expanded Rule 506 framework, issuers have the option to continue to rely on the original Rule 506 exemption—now found under Rule 506(b)—which still prohibits general solicitation and advertising practices. Although Rule 506(c) removes the general solicitation and advertising prohibition—effectively freeing fund managers to advertise fund offerings through television, newspapers, websites, etc.—surprisingly few issuers have taken advantage of it.

In 2016, SEC Chair Mary Jo White stated that from September 2013 through late 2015, 506(c) offerings only had a $71 billion market as opposed to the $2.8 trillion market for 506(b) offerings. This is partially due in part to the heightened verification requirement of Rule 506(c): whereas Rule 506(b) allows potential investors to self-certify their accredited status, Rule 506(c) requires issuers to take reasonable steps to verify the accredited status of each investor.

Rule 506(c) sets out three primary methods of verification: Income: Issuers can review any I.R.S. form that reports the investor’s income for the two most recent years. This includes Form W-2, Form 1099, Schedule K-1 to Form 1065, and Form 1040. In addition to I.R.S. forms for the two most recent years, an investor must represent that she or he has a reasonable expectation of reaching the income level necessary to qualify as an accredited investor.

Net worth: Issuers review documents dated within the prior three months to determine whether an investor meets the requisite net worth.

For assets, issuers review bank statements, brokerage statements, certificates of deposits, tax assessments, and appraisal reports. For liabilities, issuers can use a consumer report from a consumer reporting agency.

Professional Verification: Issuers can obtain written confirmation from persons or entities that have taken reasonable steps to verify the investor is an accredited investor within the prior three months and has determined that the investor is an accredited investor. This includes: a) a registered broker-dealer; b) an investment adviser in good standing with the SEC; c) a licensed attorney, or d) a CPA.

The SEC has indicated issuers may be able to satisfy verification obligations through other means. Accordingly, there has been an increase in independent, third party verifiers who conduct accredited investor status verification and certification.

Please feel free to contact Private Placement Advisors LLC if you have any questions about exempt offerings under Rule 506(c) or other aspects of Regulation D.

Cannabis Appellations

Posted on July 31, 2018 at 10:30 PM Comments comments (0)

Cannabis Appellations? 

CalCannabis Cultivation Licensing, a division of the California Department of Food and Agriculture (CDFA), will host public workshops this September to provide information and gather feedback from workshop participants on the development of the new CalCannabis Appellations Program.

CalCannabis is being tasked to develop a process to license California cannabis and to establish state cannabis appellations.

What is a cannabis appellation?

Think wine. An appellation is a certified designation for standards, practices, and varietals of cannabis grown in given geographical area. The term refers to the “appellation of origin” which identifies geographical origin and sometimes how a product was produced.

If you have questions, send an email to [email protected]

Rule 506(c & Regulation S

Posted on June 7, 2018 at 3:55 PM Comments comments (0)

The ideal exempt offering is offered globally with online general solicitation. In the U.S., it is illegal to sell securities that are not registered or exempt. The most popular exemption, Rule 506(c, covers accredited investors who are U.S. persons and whose accreditation status can be verified. Regulation S exempts offerings made to non-U.S. persons.

If an issuer only uses Regulation S, sales can only be made to non-U.S.persons. Launching two side-by-side offerings with one relying on Regulation S and the other on Rule 506(c, therefore, has compelling advantages to most issuers.

Note: If an issuer only uses Rule 506(c, it must verify every investor as accredited, even non-U.S. investors.

Take care to treat each offering as a separate offering.

• Insure best practices for a 506(c offering, including third-party verification of your investors’ accredited status.

• Insure best practices for a Regulation S offering, including qualification of its investors.

The dual offerings must clearly delineate between U.S. and foreign investors. Practice tip: Before launching a dual offering, set up two separate websites.

Resale Restrictions

Both Rule 506(c and Regulation S have important resale restrictions; they are different and they are state and fact distinct.

Douglas Slain https://www.linked com/in/douglasslain/

ISOs using Regulation S

Posted on May 31, 2018 at 8:40 PM Comments comments (0)

ISOs using Regulation S

What type of documentation is typically involved in a Regulation S offering of debt securities? What are the holding periods for the sale of Regulation S securities? How is the distribution compliance period measured for different types of securities? How are Regulation S transactions structured? What are the holding periods for the sale of Regulation S securities? What is the due diligence process for initial purchasers in a Regulation S offering? 

What type of documentation is typically involved in a Regulation S offering of debt securities?

A Regulation S offering is often combined with a Rule 144A and/or a Rule 506(c offering. The same disclosure package is used with debt and equity offerings, with or without Regulation S. Documents include: The PPM or private placement memorandum for a Regulation D [Rule 144A and/or Rule 506(c] must stress restrictions on re-sales. The SAFT (simple agreement for future tokens) documents the transaction and serves as a form of purchase agreement. The Operating Agreement contains representations, warranties, and covenants specific to each offering. The Subscription Agreement commits the investor to the investment. Practice Note: The Regulation S offering may be conducted using documents that are based on the country‐specific practices of the relevant non‐U.S. jurisdiction or jurisdictions. With equity securities offered by U.S. issuers, the legend must state that hedging transactions may not be conducted. The same legend must also be printed in any advertisement made or issued by the issuer, any distributor, and their respective affiliates or representatives. All investors must be given the same “disclosure package.” Only changes in the issuer’s business, financial condition, or other circumstances need to be reported to the SEC, following the initial Form D filing.

What are the holding periods for the sale of Regulation S securities?

Securities cannot be offered or sold to a U.S. person during the distribution compliance period. But there is no distribution compliance period in connection with securities sold in a Category 1 transaction, and the distribution compliance period for Category 2 transactions for both equity and debt, and for Category 3 transactions involving debt securities, is only 40 days. The distribution compliance period for Category 3 offerings of equity securities is six months if the issuer is a reporting company, and one year if not.

How is the distribution compliance period measured for different types of securities?

Medium‐Term Notes. In the case of continuous offerings, the distribution compliance period is deemed to begin at the completion of the distribution. • Warrants. Securities underlying warrants are considered to be subject to a continuous distribution as long as the warrants remain outstanding. A sample Rule 903 legend reads, “These securities will be offered only outside of the United States to non‐U.S. persons, pursuant to the provisions of Regulation S of the U.S. Securities Act of 1933, as amended. These securities will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.”

How are Regulation S transactions structured?

If there is no SUSMI in a foreign issuer’s debt securities, the issuer need only comply with the general Regulation S requirements (i.e., offshore transaction and no directed selling efforts). A SUSMI in debt securities exists if the issuer’s debt securities are held of record by 300 or more U.S. persons, and U.S. persons hold of record at least 20% and at least $1 billion or more of the principal amount of debt securities, plus the greater of 14 liquidation preference or par value of non‐participating preferred stock, and the principal amount or balance of asset‐backed securities. Foreign issuers of debt securities (and U.S. issuers of non‐convertible debt securities) may rely on the Category 1 safe harbor if the transaction qualifies as an overseas directed offering. An offering of non‐convertible debt securities of a U.S. issuer must be directed into a foreign country in accordance with that country’s local laws and customary practices, and the securities must be non‐U.S. dollar denominated or linked securities in order to qualify as an overseas directed offering. T

The provisions of the issuer safe harbor specific to offerings of equity securities are summarized below.

(A) Category 1 Safe Harbor The Category 1 safe harbor is available for equity offerings if a foreign issuer reasonably believes at the beginning of the offering that there is no SUSMI in the equity securities. A SUSMI in equity securities exists if, during the shorter of the issuer’s prior fiscal year or the period since incorporation, either: • The U.S. securities exchanges and inter‐dealer quotation systems in the aggregate, constituted the single largest market for a class of the issuer’s securities; or • At least 20% of all trading in a class of the issuer’s securities occurred on the facilities of U.S. securities exchanges and inter‐dealer quotation systems, and less than 55% of such trading occurred on the facilities of the securities markets of a single foreign country. If there is no SUSMI in a foreign issuer’s equity securities, the issuer need only comply with the general Regulation S requirements to make offers and sales.

(B) Category 2 Safe Harbor The Category 2 safe harbor is only available for equity offerings by a reporting foreign issuer. Even if there is a SUSMI in the securities, reporting foreign issuers who implement the Category 2 offering and transactional restrictions for the distribution compliance period may rely on the safe harbor. This is the issuer safe harbor available to foreign issuers (both reporting and non‐reporting) and reporting U.S. issuers of debt securities.

(C) Category 3 Safe Harbor The issuer safe harbor is available to non‐reporting U.S. issuers of debt securities, provided that the debt securities are not offered or sold to a U.S. person, other than a distributor, during the 40‐day distribution compliance period, except pursuant to the registration requirements of the Securities Act or an exemption from registration. Issuers must comply with the offering and transactional restrictions applicable to Category 2 offerings and Rule 903(b)(3)’s additional transactional restrictions during the distribution compliance period. Only changes in the issuer’s business, financial condition, or other circumstances need to be reported to the SEC, following the initial Form D filing.

What is the due diligence process for initial purchasers in a Regulation S offering?

Modest due diligence is more acceptable in standalone Regulation S offerings that do not involve financial intermediaries. Due diligence can be divided into financial, business and management due diligence, and into documentary or legal due diligence. Necessary due diligence varies by whether the issuer is a new entity, whether the business of the issuer is risky, and based on the nature of the tokens or securities offered. Practice tip: The PPM and other offering documents are not subject to SEC review. File the Form D, use it to “notice file” state regulators, and otherwise just follow rules. 

Cryptocriminals & State Regulators

Posted on May 27, 2018 at 9:45 PM Comments comments (0)

The North American Securities Administrators Association (NASAA) last week announced a large crackdown on fraudulent Initial Coin Offerings and cryptocurrency offerings.

State regulators identified hundreds of ICOs in the final stages of preparation before being launched to the public. These pending ICOs were advertised and listed on ICO aggregation sites to attract investor interest. Many have been and are being examined; some are under active investigation, and some have already resulted in enforcement actions.

State regulators found approximately 30,000 crypto-related domain name registrations, almost all of which made in 2017 and 2018. For more information about ICOs and cryptocurrencies, watch NAASA’s video “Get in the Know About ICOs” or read NASAA’s Investor Advisories: “What to Know About ICOs” and “Be Cautious of the Crypto Investment Craze.”


ISOs using Regulation S

Posted on May 25, 2018 at 10:45 PM Comments comments (0)

What type of documentation is typically involved in a Regulation S offering of debt securities?

What are the holding periods for the sale of Regulation S securities?

How is the distribution compliance period measured for different types of securities?

How are Regulation S transactions structured?

What are the holding periods for the sale of Regulation S securities?

What is the due diligence process for initial purchasers in a Regulation S offering?

___________________

What type of documentation is typically involved in a Regulation S offering of debt securities? A Regulation S offering is often combined with a Rule 144A and/or a Rule 506(c offering. The same disclosure package is used with debt and equity offerings, with or without Regulation S. Documents include:

The PPM or private placement memorandum for a Regulation D [Rule 144A and/or Rule 506(c] must stress restrictions on re-sales.

The SAFT (simple agreement for future tokens) documents the transaction and serves as a form of purchase agreement.

The Operating Agreement contains representations, warranties, and covenants specific to each offering.

The Subscription Agreement commits the investor to the investment.

Practice Note: The Regulation S offering may be conducted using documents that are based on the country‐specific practices of the relevant non‐U.S. jurisdiction or jurisdictions.

All investors must be given the same “disclosure package.”

Only changes in the issuer’s business, financial condition, or other circumstances need to be reported to the SEC, following the initial Form D filing.

What are the holding periods for the sale of Regulation S securities?

Securities cannot be offered or sold to a U.S. person during the distribution compliance period. But there is no distribution compliance period in connection with securities sold in a Category 1 transaction, and the distribution compliance period for Category 2 transactions for both equity and debt, and for Category 3 transactions involving debt securities, is only 40 days.

The distribution compliance period for Category 3 offerings of equity securities is six months if the issuer is a reporting company, and one year if not.

How is the distribution compliance period measured for different types of securities?

Medium‐Term Notes. In the case of continuous offerings, the distribution compliance period is deemed to begin at the completion of the distribution. 

Warrants. Securities underlying warrants are considered to be subject to a continuous distribution as long as the warrants remain outstanding.

A sample Rule 903 legend reads, “These securities will be offered only outside of the United States to non‐U.S. persons, pursuant to the provisions of Regulation S of the U.S. Securities Act of 1933, as amended. These securities will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.”

How are Regulation S transactions structured?

If there is no SUSMI in a foreign issuer’s debt securities, the issuer need only comply with the general Regulation S requirements (i.e., offshore transaction and no directed selling efforts). A SUSMI in debt securities exists if the issuer’s debt securities are held of record by 300 or more U.S. persons, and U.S. persons hold of record at least 20% and at least $1 billion or more of the principal amount of debt securities, plus the greater of 14 liquidation preference or par value of non‐participating preferred stock, and the principal amount or balance of asset‐backed securities.

Foreign issuers of debt securities (and U.S. issuers of non‐convertible debt securities) may rely on the Category 1 safe harbor if the transaction qualifies as an overseas directed offering.

An offering of non‐convertible debt securities of a U.S. issuer must be directed into a foreign country in accordance with that country’s local laws and customary practices, and the securities must be non‐U.S. dollar denominated or linked securities in order to qualify as an overseas directed offering.

The provisions of the issuer safe harbor specific to offerings of equity securities are summarized below.

(A) Category 1 Safe Harbor The Category 1 safe harbor is available for equity offerings if a foreign issuer reasonably believes at the beginning of the offering that there is no SUSMI in the equity securities. A SUSMI in equity securities exists if, during the shorter of the issuer’s prior fiscal year or the period since incorporation, either: • The U.S. securities exchanges and inter‐dealer quotation systems in the aggregate, constituted the single largest market for a class of the issuer’s securities; or • At least 20% of all trading in a class of the issuer’s securities occurred on the facilities of U.S. securities exchanges and inter‐dealer quotation systems, and less than 55% of such trading occurred on the facilities of the securities markets of a single foreign country.

If there is no SUSMI in a foreign issuer’s equity securities, the issuer need only comply with the general Regulation S requirements to make offers and sales.

(B) Category 2 Safe Harbor The Category 2 safe harbor is only available for equity offerings by a reporting foreign issuer. Even if there is a SUSMI in the securities, reporting foreign issuers who implement the Category 2 offering and transactional restrictions for the distribution compliance period may rely on the safe harbor. This is the issuer safe harbor available to foreign issuers (both reporting and non‐reporting) and reporting U.S. issuers of debt securities.

(C) Category 3 Safe Harbor The issuer safe harbor is available to non‐reporting U.S. issuers of debt securities, provided that the debt securities are not offered or sold to a U.S. person, other than a distributor, during the 40‐day distribution compliance period, except pursuant to the registration requirements of the Securities Act or an exemption from registration.

Issuers must comply with the offering and transactional restrictions applicable to Category 2 offerings and Rule 903(b)(3)’s additional transactional restrictions during the distribution compliance period. Only changes in the issuer’s business, financial condition, or other circumstances need to be reported to the SEC, following the initial Form D filing.

What is the due diligence process for initial purchasers in a Regulation S offering? Modest due diligence is more acceptable in standalone Regulation S offerings that do not involve financial intermediaries. Due diligence can be divided into financial, business and management due diligence, and into documentary or legal due diligence. Necessary due diligence varies by whether the issuer is a new entity, whether the business of the issuer is risky, and based on the nature of the tokens or securities offered.

Practice Note: The PPM and other offering documents are not subject to SEC review. File the Form D, use it to “notice file” state regulators, and otherwise just follow rules.

_______________________

More questions? Contact [email protected]


With equity securities offered by U.S. issuers, the legend must state that hedging transactions may not be conducted. The same legend must also be printed in any advertisement made or issued by the issuer, any distributor, and their respective affiliates or representatives. All investors must be given the same “disclosure package.”

ICOs & Regulation S

Posted on May 5, 2018 at 3:55 PM Comments comments (0)

Outside the United State, ICO issuers can offer securities in reliance on Regulation S.

When a U.S. company relies on Regulation S, there is a period during which the securities cannot be transferred to “U.S. persons” which is a year for equity securities and 40 days for debt securities. This means that it is important to establish whether the securities are equity or debt. As with Regulation D, issuers must reflect these requirements in the smart contracts that govern trading.

Regulation S securities cannot be “offered” to U.S. persons. There cannot be an open-to-everyone website that describes Regulation S securities, even if the site says, “We must not and cannot sell these to U.S. persons.” That is still an offer (hard to believe but true).

It is best to put the website that describes Regulation S securities behind a firewall that requires investors to certify their non-US status before allowing them to view the offering. Some use Geofencing technology to block all US IP addresses.

Investors should certify that they are not “U.S. persons” and that they promise not to resell to U.S. persons. Those certifications should be made in the investor’s real name, not as a “check the box” entry. Additionally, while initial sales under Regulation D and Regulation A+ are “pre-empted” from state regulation, that is not the case for Regulation S. There are some states that regulate offerings made from those states.Check on those requirements before undertaking a Regulation S offering.

Regulation S only instructs on how to deal with U.S. Federal and state regulations. Issuers need to make sure that they comply with the regulations of the countries where the investors are located. They should block IP addresses from any jurisdictions where the securities cannot be sold.

__________

Join the State Securities Regulation LinkedIn discussion group and go down the crypto rabbit hole with us to learn 1) what will constitute securities in the eyes of state regulators and the SEC, and 2) what will constitute best practices for exempt offerings of ICO offerings. Members of the discussion group are entitled to any of 21 audio handbooks on exempt [email protected] https://www.audible.com/search/ref=a_hp_tseft?advsearchKeywords=Douglas%20Slain&filterby=field-keywords


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