|Posted on March 12, 2019 at 10:30 PM||comments (0)|
Under Rule 903 additional restrictions are calibrated to the level of risk that the Regulation S securities will flow back into the United States.
Rule 903 sets forth three categories of transactions.
Transactions by Category Category 1 transactions include offerings of securities by foreign issuers or, in the case of non-convertible debt securities, a U.S. issuer, in an “overseas directed offering.” There is no Category 1 distribution compliance perio...Read Full Post »
|Posted on March 12, 2019 at 9:55 PM||comments (0)|
General partnership with a specific purpose for real estate private placements
Use a template for a general partnership with a specific purpose that allows borrowers to find interim or medium term financing without reliance on exemptions from Federal and state registration requirements. This strategy requires a lender who is willing to assume joint liability for your acts and omissions in the execution of the general partnership’s business, but only for those acts and omi...Read Full Post »
|Posted on March 6, 2019 at 3:30 PM||comments (0)|
Startups and fast-growing businesses are increasingly turning to Crowdfunding exemptions to raise capital in Seed Rounds and Pre-Seed Rounds. They are relying on JOBS Act exemptions from SEC registration, primarily Regulation D, to make equity and debt offerings to accredited investors and non-accredited investors. And they are quickly learning how to use other exemptions created by the JOBS Act, especially Regulation S and Registration A.
➢ Q: What is a Pre-seed Round?Read Full Post »
|Posted on February 15, 2019 at 3:30 PM||comments (0)|
First, we are talking equity. No notes or other debt is welcome unless convertible and even then probably not. Early stage investors demand partial ownership. It is too early for debt. Valuation is the rub.
Valuation is often not transparent to say the least. Valuation is subjective, based on management, track record, market size, competition and risk.
Stages of Seed or Early-Stage Funds
...Read Full Post »
|Posted on January 26, 2019 at 11:15 PM||comments (0)|
There are several ways to raise capital for your cannabis business using exemptions using JOBS Act exemptions Reg CF, Regulation A+, Regulation D, or Regulation S.
1. Regulation Crowdfunding (Reg CF)
Think Kickstarter with equity (or debt) being offered.
Reg CF or Regulation Crowdfunding is relatively new and makes it legal for private placements to be marketed to non-accredited investors. Securities purchased under the Reg CF exemption cannot be resold within ...Read Full Post »
|Posted on January 25, 2019 at 1:20 AM||comments (0)|
Some startups try to engage a registered broker-dealer to help them raise capital in a private placement offering.
Who is a registered broker-dealer?
A registered broker-dealer is a financial intermediary registered with the SEC and Financial Industry Regulatory Authority (FINRA). “Broker” means that the firm can sell securities for clients and “dealer” means the firm can sell securities for itself....Read Full Post »
|Posted on January 17, 2019 at 6:50 PM||comments (0)|
Cannabis Securities Compliance
The touchstone of what constitutes a security is whether or not it is a “passive investment.”
If the investment requires active management engagement by the investor, it is not a security.
If it is a passive investment where the investor relies on others, it is a security.
Investors often have the right to give input into management decisions but do not exercise this right. The trend in securities ...Read Full Post »
|Posted on January 16, 2019 at 1:40 AM||comments (0)|
Using phrases like “the first” or “the only” can be problematic. Issuers should avoid any statements that can be construed as guarantees. When outlining the investment opportunity, cut to the chase. Less is more. Back up claims with references to reputable sources. Impress with thorough research and summaries of recent information from reputable sources. Use concise language. Avoid revisions that cause delay.
Offerings of operating companies rise and fall on the...Read Full Post »
|Posted on January 14, 2019 at 6:40 PM||comments (0)|
Cannabis Capital Raise LLC / Marijuana Private Equity
We work with marijuana entrepreneurs to raise early stage capital.
We publish a confidential monthly newsletter with customized template language for cannabis offerings in a variety of venues and jurisdictions.
We show private issuers how to quickly and cheaply raise capital from U.S. residents under SEC Regulation D and simultaneously raise...Read Full Post »
|Posted on November 22, 2018 at 12:30 AM||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 ...Read Full Post »