Category: SEC

by Hannah Melotto

Tokenization in RegA+

As the private capital market continues to undergo a digital transformation, ideas like blockchain, digital securities, and tokenization continue to be discussed by regulators, issuers, and investors. “Tokens” represent actual ownership in a security and is a registered investment vehicle. However, when the term was coined in the mid-2010s, tokens became thought of as unable…

by Hannah Melotto

Why do I need Blue Sky registration for Secondary Trading?

Through the Regulation A+ exemption, securities issuers can raise up to $75 million as of March 2021. This creates a significant opportunity for the everyday investor to make investments in private companies and for the companies to benefit from the large number of investors that exist within this space. Unlike securities purchased on a national…

by Hannah Melotto

How often do I need to hold an AGM?

Every year, Warren Buffet hosts the Berkshire Hathaway Annual Shareholders Meeting. This meeting is an Annual General Meeting (AGM), widely viewed with many people in attendance. The reason for this is that it is often more than the typical AGM, which we will detail below, as Buffet often talks about more than just Berkshire Hathaway….

by Hannah Melotto

How to Select a Crowdfunding Platform for Your Capital Raise

One of the significant advancements brought to the financial sector in recent years was the enaction of the JOBS Act signed into law by President Obama on April 5th of 2012. Within that legislation contained a form of raising capital for private companies available to any American, whether they were accredited investors or not. This…

by Hannah Melotto

What is KYP?

Previously, we have talked about KYC or Know Your Client. KYC is a rule from the non-profit Financial Industry Regulatory Authority (FINRA), created in the United States in 2007, in response to the growing fears of economic collapse that could come from underregulated securities firms. One part of the FINRA rule set created in 2012…

by Hannah Melotto

What is the Difference Between Fiduciary Responsibility and Regulatory Requirement?

By definition, a fiduciary is a person or an organization who holds a legal or ethical relationship of trust with another person or organization. Typically, this has to do with the responsibility or duty in a financial sense. As an adjective, it gets defined by the Oxford dictionary as “involving trust, especially with regard to…

by Hannah Melotto

Why are Background Checks Important?

Money laundering is a global issue, with the United Nations estimating that between $800 billion and $2 Trillion are laundered each year, with 90% of this estimation remaining undetected. Money laundering is the act of taking money obtained through illegal activities and then introducing it into the system to legitimize or clean it and then make…

by Hannah Melotto

What are Options?

Like warrants, options are a form of security called a derivative. As a derivative’s name suggests, these securities gain their value from an underlying asset. In the case of options, this is the underlying security.    There are typically two primary forms of options; call options and put options. Both are governed by contracts; a…

by Hannah Melotto

What is KYC?

In 2007, the SEC approved the founding of the non-profit Financial Industry Regulatory Authority (FINRA). FINRA was created in the wake of a failing economy to consolidate the regulation of securities firms operating in the United States. The authority’s responsibilities include “rule writing, firm examination, enforcement, arbitration, and mediation functions, plus all functions previously overseen solely by…

by Oscar Jofre

What is Regulated Crowdfunding

On April 5th of 2012, President Obama signed into law legislation called the JOBS Act. Four years after that act was signed, Title III of the JOBS Act was enacted. This was Regulation CF, which allows for private companies in their early stages to use crowdfunding to raise money from any American, not just accredited…

by Oscar Jofre

What is a RegA+ Annual Shareholder Meeting?

With Regulation A+ allowing companies to raise up to $75M USD, the regulation enables many great investors to support an issuer’s journey. From the everyday person to accredited investors, people can claim their stake in companies they foresee to be long-term successes. However, with shareholders come significant responsibilities issuers must uphold to maintain compliance with…

by Sara Hanks

Reg A and Reg CF Issuers: Time to Count Your Shareholders!

Reg A and Reg CF have been around for a few years now and we are finding that some of our clients, especially those that have made multiple offerings, are getting to the point where they need to consider the implications of Section 12(g) of the Securities Exchange Act, which requires companies to become registered…

by Hannah Melotto

What Impact Will Blockchain Have on Private Markets?

Blockchain has become a familiar buzzword, especially as things such as cryptocurrency grow in popularity. Currently, 46 million Americans now own Bitcoin. However, blockchain has many more industry-changing applications. Nearly any asset, both tangible and intangible, can be tracked and traded through blockchain.    Blockchain, also known as distributed ledger technology, is a database where transactions are continually…

by Oscar Jofre

What is the Role of a Corporate Secretary?

A Corporate Secretary is a required position set forth by state corporation laws and is part of the ‘check and balance’ on board members and offers the board advice and support. While providing the company with advice on the state laws, they are also tasked with ensuring that board members maintain their fiduciary duties to…

by Oscar Jofre

What is the Estimated Budget for RegA+ Issuance?

Navigating the fundraising process and understanding how much to budget from a financial standpoint is one of the most frequent questions we receive. In the process of conducting a RegA+ offering ourselves, KoreConX has researched the estimated budget for a RegA+ offering.   While the budget varies based on several factors, you need to keep…

by Oscar Jofre

Shareholder Rights and Why They’re Important to Know

The first thought that comes to mind when someone says “shareholder,” is Wall Street, understandably, as Wall Street is home to the New York Stock Exchange and NASDAQ, the two largest stock exchanges in the world. In this sense, becoming a shareholder is dependent on owning stock. A common word in the financial industry, a…

by Oscar Jofre

What are the Benefits of Digital Securities for Issuers and Investors?

With the emergence and development of blockchain technology, digital securities have seen wider adoption by investors and investment firms. Arising from the need for protection against fraud and as a way for investors to ensure asset ownership, digital securities are a digital representation of traditional securities and follow the same regulatory rules. Since their first…

by Oscar Jofre

What is Due Diligence?

When it comes to investments of any kind, due diligence is essential for both issuers and investors alike. Do so what exactly is due diligence?   Due diligence is ensuring that a potential investment comes with the accurate disclosure of all offering details. The Securities Act of 1933, a result of the stock market crash…

by Hannah Melotto

Are You Ready to Raise Capital?

Whether you’ve raised capital in the past or are preparing for your first round, being properly prepared will help your company secure the funding it needs. Proper preparation will make investors confident that you are ready for their investments and have a foundation in place for the growth and development of your company. So if…

by Sara Hanks

How a Member of the Crowd Made Crowdfunding Easier

A while back, one of our favorite start-up clients called me and asked me to speak to a potential investor. Paul Efron, a resident of Arizona, wanted to invest in the company’s Regulation A offering. However, when he went onto the company’s website to invest, his subscription was rejected. The company was accepting subscriptions from…

by Hannah Melotto

Managing Your Investments in Private Companies

For investors, investing in private companies can be a beneficial way to diversify their investment portfolios. Whether the investment was made through private equity or RegA+, proper management can contribute to long-term success. However, once the investment is made, investors need to ensure that they are correctly managing their shares. With this in mind, how…

by Hannah Melotto

KorePartner Spotlight: Jonny Price, Vice President of Fundraising at Wefunder

With the recent launch of the KoreConX all-in-one platform, KoreConX is happy to feature the partners that contribute to its ecosystem.   Jonny Price has always had an interest in economic development and a passion for economic justice and equity. In his first role in the fundraising sector, he worked for a company called Kiva,…

by Hannah Melotto

Conducting a Successful RegA+ Offering

If your company is looking to raise funding, you’ve probably considered many options for doing so. Since the SEC introduced the outlines for Regulation A+ in the JOBS Act, the amount companies are able to raise was increased to $75 million in January 2021 during rounds of funding from both accredited and non-accredited investors alike. If…

by Mark Roderick

Tax Alert for Sponsors and Fund Managers: IRS Issues Final Regulations for Carried Interests

Every real estate syndication and private investment fund involves a “carried interest” for the sponsor, also known as a “promoted interest.” The IRS just issued final regulations on how those interests are taxed. A carried interest is what the sponsor gets for putting the deal together. For example, a typical waterfall might provide that on…

March 19, 2021

by Hannah Melotto

The State of the Jobs Act 2021 KoreSummit Webinar

The JOBS Act was signed into law just nine years ago, in April of 2012. Since then, thousands of companies have taken advantage of the Act’s exemptions to raise capital for their companies.  More than half a million investors have participated, providing funding to these companies—and it’s just getting started!   The JOBS Act’s fundamentals…

March 12, 2021

by Lahdan Rahmati

Regulation A+ Is Even Better After Passage Of The Economic Growth Act

On May 24, 2018, President Trump signed the Economic Growth, Regulatory Relief and Consumer Protection Act (the Act) into law. The Act was introduced by Senator Mike Crapo, a Republican Senator from Idaho, in the United States Senate Committee on Banking, Housing and Urban Affairs on November 16, 2017. The 73-page-long Act contains a short…

by Mark Roderick

Using a Transfer Agent Doesn’t Mean You Have a Single Entry on Your Cap Table

Many issuers are concerned that “Crowdfunding will screw up my cap table.” In response, several Title III funding portals offer a mechanism they promise will leave only a single entry on the issuer’s cap table, no matter how many investors sign up. The claim is innocuous, i.e., it doesn’t really hurt anybody. But it’s also false….

by Hannah Melotto

Why Does My Company Need a 409(a)?

Whether your company is a new startup or an established private company, understanding and proper use of a 409(a) is essential to your company’s success. Thinking about it early will help you avoid potential setbacks and challenges later on, giving you more time to focus on growing your company, rather than tackling penalties. If that…

by Hannah Melotto

KorePartner Spotlight: Sara Hanks, CEO of CrowdCheck

With the recent launch of the KoreConX all-in-one RegA+ platform, KoreConX is happy to feature the partners that contribute to its ecosystem.   With over 30 years in the corporate and securities law field, Sara Hanks has a wealth of experience. Before CrowdCheck began, Sara and one of the firm’s co-founders (whose husband became the…

by Hannah Melotto

What is the Estimated Budget for RegA+ Issuance?

Navigating the fundraising process and understanding how much to budget from a financial standpoint is one of the most frequent questions we receive. In the process of conducting a RegA+ offering ourselves, KoreConX has researched the estimated budget for a RegA+ offering.   While the budget varies based on several factors, you need to keep…

by Hannah Melotto

KorePartners Spotlight: Rod Turner, Founder, Chairman, and CEO of Manhattan Street Capital

With the recent launch of the KoreConX all-in-one RegA+ platform, KoreConX is happy to feature the partners that contribute to its ecosystem. Rod Turner is the founder, chairman, and CEO of Manhattan Street Capital, an online fundraising platform allowing companies to cost-effectively raise capital using Regulation A+, Regulation D, and other regulations, supporting them throughout…

by Lee E. Saba

Bringing Private Placements into the Digital Age

How blockchain-based technology will transform private markets   Remember the first time you drove a car with a rear-facing camera? The first time you streamed an on-demand movie at home via the Internet, or used GPS instead of a fold-out paper map to find your way on a trip? Similarly, emerging digital technologies have the…

by Hannah Melotto

How Can a Company Raise Capital?

For companies looking to raise capital, there are many different options. While not every option may be best suited for every company, understanding each will help companies choose which one is best for them.   In the early stages of raising capital, seeking investments from family and friends can be both a simple and safe…

by Hannah Melotto

What is Regulation A+?

Regulation A+ (RegA+) was passed into law by the SEC in the JOBS Act, making it possible for companies to raise funding from the general public and not just from accredited investors. With the implementation of Title IV of the act, the amount that companies can raise was increased to $50 million (since increased to…

by Andrew Stephenson

Effective Date of the Amendments to Reg CF and Reg A

The amendments to Reg CF, Reg A, and other rules relating to capital formation utilizing exempt offerings have finally been published in the Federal Register, with an effective date of March 15, 2021.

by Hannah Melotto

Meet the KorePartners: Andrew Corn, CEO of E5A Integrated Marketing

With the recent launch of the KoreConX all-in-one RegA+ platform, KoreConX is happy to feature the partners that contribute to its ecosystem.   From the first project he worked on while still in college, Andrew Corn has been involved in financial marketing. After his first analyst’s presentation, “and then second, and then fifth, I decided…

by Jeanne Campanelli

Warrant Issuers, Keep Your Offering Statement Evergreen

An increasing number of issuers have been using Regulation A to make continuous offerings of units, consisting of a combination of equity, often common stock, and warrants to purchase the same equity at a future date.  Under the Securities Act, the units, the shares of stock, the warrants and the shares of stock issuable upon…

by Sara Hanks

Foreign Issuers Using Regulation A and Regulation CF

For some reason, this issue has been coming up a lot lately. Our usual response to the question “Can non-US issuers make a Regulation A or Reg CF offering?” is to point to the rules: Rule 251(b)(1) says Regulation A can only be used by “an entity organized under the laws of the United States…

by Hannah Melotto

What is the Role of a Transfer Agent for a Private Company?

For companies issuing securities to investors, a transfer agent plays an important role in the process. If your company has yet to issue securities but will be doing so soon, a clear understanding of the purpose of a transfer agent is necessary when choosing the best one to fit your company’s needs.   Throughout a…

by Hannah Melotto

How to be Ready for Raising Capital

Whether you’ve raised capital in the past or are preparing for your first round, being properly prepared will help your company secure the funding it needs. Proper preparation will make investors confident that you are ready for their investments and have a foundation in place for the growth and development of your company. So if…

by Hannah Melotto

What are Blue Sky Laws and Why are They Important?

Originating in the aftermath of the Great Depression, “blue sky laws” were made possible by the Uniform Securities Act of 1956. Leading up to the stock market crash of 1929, the SEC did not exist to regulate offerings and many investment deals offered great profits to increase their sale. Today, blue sky laws play a…

by Hannah Melotto

Can I Use My IRA for Private Company Investments?

Individual retirement accounts (commonly shortened to IRAs) allow flexibility and diversity when making investments. Whether investing in stocks, bonds, real estate, private companies, or other types of investments, IRAs can be useful tools when saving for retirement. While traditional IRAs limit investments to more standard options, such as stocks and bonds, a self-directed IRA allows…

by Andrew Stephenson

Reg CF Investment Vehicles: What Are They Good For?

In its recent rulemaking, the SEC added new Rule 3a-9 under the Investment Company Act to allow for the use of “crowdfunding vehicles” for Reg CF investments. It is important to recognize that crowdfunding vehicles are quite limited, and not at all similar to the special purpose vehicles (“SPVs”) used to aggregate accredited investors in…

by Hannah Melotto

Why is a Broker-Dealer Important for Private Company Offerings?

If you’re looking to raise money for your private company, chances are that you’ve at least heard the term “broker-dealer.” However, if you’re new to the process, you might not be too familiar with what they do and why they are a key component of the fundraising process.    Simply put, a broker-dealer is an…

by Sara Hanks

SEC Proposes Relief for “Finders”

I have long (oh so long) been one of those urging the SEC to give some clarity with respect to the status of “finders.” See here for the latest piece. Early-stage companies raising funds very often reach out to a guy who knows some guys who have money and have invested in startups in the past. If…

by Hannah Melotto

Regulation A Offering Limits Increased to $75 Million

On Monday, November 2, exciting news was announced by the SEC regarding Regulation A offerings. The Securities and Exchange Commission approved long-awaited amendments to offering limits to “promote capital formation and expand investment opportunities.” These amendments, going into effect on January 2, 2021, drastically increase the amount of capital that issuers can raise through RegA+…

by Oscar Jofre

Equity Crowdfunding Platforms (RegCF)

As of 02 JUNE 2020, there are 51 active RegCF Equity Crowdfunding Platforms helping companies raise up to $1.0M USD. We are all anticipating that RegCF is going to be potentially increased to a $5 million funding cap.   The SEC has proposed this increase, along with some other changes, and many observers expect the Commission to…

by Oscar Jofre

FINRA BD Requirements for RegA+ & Digital Securities

FINRA BD Requirements for RegA+ & Digital Securities The private markets are receiving a much updated revamp by the SEC which is having a major impact on registered FINRA Broker-dealer firms.  Here are two (2) of the most common activities for which FINRA Broker-dealers (BD) are approached by companies.  Most BD’s are not aware that…

by Kendall Almerico

What is Reg A plus versus Reg A?

The simple answer is that today, Regulation A (Reg A) and Regulation A+ (Reg A+) are the exact same law. There is no difference, and the two terms may be used interchangeably. Some confusion stems from the two similar terms, and there is much misleading information about this online. I’ve even spoken at events where…

by Oscar Jofre

Why is my cap table so important for my company?

It’s never too early in the process of building a company to start managing your capitalization table (otherwise known as a cap table). As a detailed document recording all information regarding shareholders and the equity owned in the company, a well-managed cap table will become essential to long term success. Even if you’re thinking that…

by Oscar Jofre

SEC changes to RegA+ and RegCF

On 04 March 2020, the US Securities Exchange Commission (SEC) has laid out the proposed changes that are going to have a major impact on the private capital markets.  This is very positive for the market. These changes have been in the works for a number of years and many in the industry have advocated…

by Oscar Jofre

Facebook’s Libra Reboots the Crypto World

Facebook Libra Project set’s to rebook the crypto world. Since the announcement by Facebook of their Libra Project, everyone in the world came out with their take on what Facebook was up to. Thousands of articles and interviews with everyone jumping in.  It’s safe to say that what Facebook has done, no other company has…

by Oscar Jofre

Webinar sheds light on Digital Securities Terrain

The regulator’s message is clear: there’s no room for tampering with the regulation when it comes to capital raising, and many companies that invested time and energy on ICOs (Initial Coin Offering) are now facing the consequences. But that doesn’t mean that the private capital markets are dead when it comes to digital assets, on…

by Kiran Garimella

Who do you trust with your Crypto?

“The great thing about trustless cryptocurrency systems is just how many incompetents you have to trust along the way.” – David Gerard, author of Attack of the 50 Foot Blockchain. Lately, I’ve stopped reading fiction because real life drama with public blockchains is way more entertaining. The fun never stops. For example, one tragi-comedy began…

by Kendall Almerico

Lessons To Be Learned From The SEC’s Recent Penalties for ICO Companies

The Securities and Exchange Commission recently brought their regulatory hammer down on several ICO-related companies. After months of public statements from officials and rumors of numerous subpoenas and investigations, the SEC sent a strong and undeniable message to companies that have held unregulated initial coin offerings, and to those who are considering it. Don’t do it. There…

by Oscar Jofre

Difference between Crypto and Security Token

Is there a difference between cryptocurrency and a security token? The answer is yes, there is a big difference. And it is time we get these right so the thick fog around this topic can begin to clear up. It is very important to understand how each of them is very different from each other….

by Oscar Jofre

Top Questions a Securities Lawyer will Ask an STO Issuer (in USA or Canada)

Security Token Offering is a serious business. The days of the ICO are over. These are clear messages not only from the SEC and other regulatory bodies but also from thoughtful and experienced professionals. The SEC, in particular, is delivering this message mainly through regulatory actions and the position of SEC Chairman Jay Clayton. Most…

by Kiran Garimella

A Big Lesson from the Delaware Blockchain Amendments

Andrea Tinianow, the founding director of the Delaware Blockchain Initiative (and ‘Blockchain Czarina’), recently published a very insightful article on the significant gap in the mainstream protocols for security tokens. The gap is in the way the Delaware Blockchain Amendments are interpreted by the mainstream security token platforms. The Delaware Blockchain Amendments were an outcome…

by Jonathan Heymann

Capital Raising “Capital markets point of view” dealer

For private issuers, raising capital is the next natural step once you have exhausted other traditional forms of financing. It becomes even more enticing when you read about other firms doing it, and thinking why shouldn’t that be us. However, being prepared to take the issuer to the next level can be a source of…

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