Exempt Offerings  JOBS Act Solutions

advising on exempt offerings to find investors.  


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Explaining Seed Round Funding

Posted on February 15, 2019 at 3:30 PM Comments 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


Pre-Seed Round


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How to raise cannabis capital using JOBS Act exemptions

Posted on January 26, 2019 at 11:15 PM Comments 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 ...

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Private Placements for Broker-Dealers

Posted on January 25, 2019 at 1:20 AM Comments 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....

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Cannabis Securities Compliance

Posted on January 17, 2019 at 6:50 PM Comments 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 ...

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Common missteps when structuring a private offering

Posted on January 16, 2019 at 1:40 AM Comments 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...

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Cannabis Capital Raise / Marijuana Private Equity

Posted on January 14, 2019 at 6:40 PM Comments 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...

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California Cannabis Proposed Regulations

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


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 ...

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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 busine...

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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 (al...

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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 accredite...

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