# CrowdCheck ## Posts - [Good article in Fox Business on crowdfunding](https://crowdcheck.wptexan.com/blog/good-article-fox-business-crowdfunding/): Kate Rogers at Fox Business has a good article on what small businesses should be doing in anticipation of pursuing securities-backed crowdfunding. - [We have a law, so why should I wait?](https://crowdcheck.wptexan.com/blog/we-have-law-so-why-should-i-wait/): We know, we know -- it’s all so exciting! - [The 5 Ws of Due Diligence](https://crowdcheck.wptexan.com/blog/5-ws-due-diligence/): What is due diligence Due diligence is the legal term for kicking the tires before you make an investment. - [CrowdCheck is here to help everyone involved in CrowdFunding](https://crowdcheck.wptexan.com/blog/crowdcheck-here-help-everyone-involved-crowdfunding/): In the weeks since the JOBS Act was signed there has been a wonderful explosion of creativity, entrepreneurial spirit, and optimism around the exciting new way for American businesses and investors to build a stronger, more prosperous economy together. - [Hold your horses, oxen, other draft animals](https://crowdcheck.wptexan.com/blog/hold-your-horses-oxen-other-draft-animals/): Whoa, says the SEC. Crowdfunding is going to be legal but it ain't legal yet. - [Great article on crowdfunding at HispanicBusiness.com](https://crowdcheck.wptexan.com/blog/great-article-crowdfunding-hispanicbusinesscom/): Rick Romell at HispanicBusiness.com has a great article on crowdfunding today which nicely highlights how crowdfunding allows people to invest directly in their local community to support the businesses they love and want to see flourish. - [CEO Sara's blog post picked up by Politico Playbook](https://crowdcheck.wptexan.com/blog/ceo-saras-blog-post-picked-politico-playbook/): Our CEO's response to Matt Taibbi's -- shall we say less that supportive -- take on the JOBS Act has been picked up by Politico's Playbook! - [The SEC rulemaking process begins](https://crowdcheck.wptexan.com/blog/sec-rulemaking-process-begins/): The SEC today announced that it would start accepting comments from the public on the rulemaking it has to undertake under the JOBS Act, even before it proposes any rules. - [Despite Matt Taibbi's concern, the JOBS Act could suck way worse](https://crowdcheck.wptexan.com/blog/despite-matt-taibbis-concern-jobs-act-could-suck-way-worse/) - [Now the really hard work begins](https://crowdcheck.wptexan.com/blog/now-really-hard-work-begins/) - [Getting upset about bad stuff that the JOBS Act doesn't do](https://crowdcheck.wptexan.com/blog/getting-upset-about-bad-stuff-jobs-act-doesnt-do/): Yesterday on his Rolling Stone blog, Matt Taibbi took a swing at the JOBS Act, but missed and missed hard. Mr. - [We are hiring! - Web Designer](https://crowdcheck.wptexan.com/blog/we-are-hiring-web-designer/): Do you think corporate crowdfunding holds the promise of making our economy more vibrant and democratic? - [Crowdfunding sites launch a preemptive strike on fraud](https://crowdcheck.wptexan.com/blog/crowdfunding-sites-launch-preemptive-strike-fraud/) - [Are we legal yet?](https://crowdcheck.wptexan.com/blog/are-we-legal-yet/): The President has just (like, a minute ago) signed the JOBS Act of 2012, which includes the authorization for crowdfunding. - [Our Director of Entrepreneur Services in Policy Mic](https://crowdcheck.wptexan.com/blog/our-director-entrepreneur-services-policy-mic/) - [Our CEO quoted by the Associated Press](https://crowdcheck.wptexan.com/blog/our-ceo-quoted-associated-press/) - [Tips for crowdfunding entrepreneurs](https://crowdcheck.wptexan.com/blog/tips-crowdfunding-entrepreneurs/): Great article in Entrepreneur Magazine on the things Crowdfunding Entrepreneurs need to keep in mind when they pursue crowdfunding, including advice from our CEO Ms. - [Want to raise money with crowdfunding? Consider these tips](https://crowdcheck.wptexan.com/blog/want-raise-money-crowdfunding-consider-these-tips/): Want to Raise Money With Crowdfunding? - [The top seven tips for crowdfund investors](https://crowdcheck.wptexan.com/blog/top-seven-tips-crowdfund-investors/) - [How I Stopped Worrying and Learned to Love Equity Crowdfunding](https://crowdcheck.wptexan.com/blog/how-i-stopped-worrying-and-learned-love-equity-crowdfunding/): Recently there has been some concern about the risks that accepting equity crowd funding may present to a company if they were to seek Venture Capitalist or other institutional funding later. - [Read CrowdCheck's statement on the JOBS Act](https://crowdcheck.wptexan.com/blog/read-crowdchecks-statement-jobs-act/): Washington, DC- Today Sara Hanks, securities attorney and cofounder of CrowdCheck, applauded the JOBS Act for expanding crowdfunding investments to for-profit businesses, but cautioned that entrepreneurs and investors must be vigilant against possible fraud in the marketplace. - [Useful stuff in the Congressional record](https://crowdcheck.wptexan.com/blog/useful-stuff-congressional-record/): Not sure about some of the crowdfunding provisions in the JOBS Act? Well, we'll be providing a plain-language summary of the Act on this site very soon. - [CrowdCheck applauds crowdfunding provisions of JOBS Act, warns of potential fraud in emerging marketplace](https://crowdcheck.wptexan.com/blog/crowdcheck-applauds-crowdfunding-provisions-jobs-act-warns-potential-fraud-emerging-marketplace/): For Immediate Release: April 2, 2012 Contact for media inquiries: Abigail Gardner | agardner@skdknick.com | 202.464.6603 Washington, DC- Today Sara Hanks, securities attorney and cofounder of CrowdCheck, applauded the JOBS Act for expanding crowdfunding investments to for-profit businesses, but cautioned that entrepreneurs and investors must be vigilant against possible fraud in the marketplace. - [Please welcome the National Crowdfunding Association](https://crowdcheck.wptexan.com/blog/please-welcome-national-crowdfunding-association/): As CrowdFunding continues to take the country by storm it makes sense that the industry needs a trade association. Enter the National CrowdFunding Association. - [The fun ...without the fraud](https://crowdcheck.wptexan.com/blog/fun-without-fraud/): Corporate crowdfunding is the talk of the town! Our CEO Sara Hanks talks with NPR's All Things Considered about the promise and peril of crowdfunding. - [Extra Extra! Read all about it! The crowdfunding bill is here!](https://crowdcheck.wptexan.com/blog/extra-extra-read-all-about-it-crowdfunding-bill-here/): Hot off the digital presses is a copy of the JOBS Act (PDF) that is awaiting the President's signature. - [Greetings! And welcome to the new webpage](https://crowdcheck.wptexan.com/blog/greetings-and-welcome-new-webpage/): Welcome to the new Crowdcheck.biz! As many an entrepreneur has heard, if you aren't embarrassed by your first webpage you aren't moving fast enough. - [Read our articles about corporate crowdfunding and The JOBS Act](https://crowdcheck.wptexan.com/blog/read-our-articles-about-corporate-crowdfunding-and-jobs-act/): Today has been a big day for the American economy with the House passing the historic JOBS act all that is left to make Corporate Crowdfunding legal is the President's signature, which is expected we can look forward to a revolution in how young and smaller companies can raise funds. - [Getting ready for seeking investment: Part 5 -- Are you in "good standing"?](https://crowdcheck.wptexan.com/blog/getting-ready-seeking-investment-part-5-are-you-good-standing/): Here's another sad story from our "fail files" although it has a happy ending. - [The State Of The JOBS Act Crowdfunding And What Entrepreneurs Need To Know: Business Success Strategies Q&A w/ Sara Hanks](https://crowdcheck.wptexan.com/blog/state-jobs-act-crowdfunding-and-what-entrepreneurs-need-know-business-success-strategies-qa-w/): Equity and debt-based crowdfunding in the U.S. is partially up and running. - [Intrastate crowdfunding: Nice, but not a game changer](https://crowdcheck.wptexan.com/blog/intrastate-crowdfunding-nice-not-game-changer/): In recent months, a lot of excitement has built up surrounding the enactment and use of intrastate crowdfunding exemptions as an alternative to waiting for the SEC to finalize Regulation Crowdfunding at the federal level. - [Deconstructing the meta crowd: not one crowd but many](https://crowdcheck.wptexan.com/blog/deconstructing-meta-crowd-not-one-crowd-many/): How’s that for a title for a senior thesis at a liberal arts college? Point is, though, that there is no crowd in crowdfunding. - [First crowdfunding fraud enforcement action by State Attorney General](https://crowdcheck.wptexan.com/blog/first-crowdfunding-fraud-enforcement-action-state-attorney-general/): As many in the crowdfunding space are now well aware, the Washington State Attorney General has brought a case against the sponsors of the Asylum Playing Card Kickstarter campaign. - [Still do it right the first time: Delaware's new mulligan for botched issuances of securities](https://crowdcheck.wptexan.com/blog/still-do-it-right-first-time-delawares-new-mulligan-botched-issuances-securities/): An essential part of the due diligence on an offering of securities through Section 4(a)(6) crowdfunding or Rule 506(c) is ensuring that any previous issuances of securities (such as offerings to friends and family) are not defective. - [Investing in stupid stuff: our inalienable right](https://crowdcheck.wptexan.com/blog/investing-stupid-stuff-our-inalienable-right/): Lawyers will know the name of Louis Loss, one of the gods of securities regulation. - [The curious case of crowdfunding rewards as dividends](https://crowdcheck.wptexan.com/blog/curious-case-crowdfunding-rewards-dividends/): The buyout of Oculus VR has renewed interest in the possibilities of securities crowdfunding. - [What if Oculus offered securities as well as rewards?](https://crowdcheck.wptexan.com/blog/what-if-oculus-offered-securities-well-rewards/): The Facebook acquisition of Oculus VR has brought a lot of attention to crowdfunding campaigns by early stage companies. - [Oculus: Crowdfunding scam or crowdfunding success?](https://crowdcheck.wptexan.com/blog/oculus-crowdfunding-scam-or-crowdfunding-success/): I don't understand the reaction to Facebook buying Oculus by opinion writers. - [Intrastate crowdfunding offerings may not exceed 500 investors — unless you want to be an SEC reporting company](https://crowdcheck.wptexan.com/blog/intrastate-crowdfunding-offerings-may-not-exceed-500-investors-unless-you-want-be-sec/): In recent months, individual states have been jumping on board the crowdfunding bandwagon by revising their securities laws to make it simpler for companies in their states to raise capital from individual investors over the internet. - [CrowdCheck's summary of intrastate crowdfunding offering exemptions](https://crowdcheck.wptexan.com/blog/crowdchecks-summary-intrastate-crowdfunding-offering-exemptions/): With the amount of attention that intrastate crowdfunding has been getting lately, we thought it would be important to highlight the key requirements, limitations, and conditions of those various state statutes and rules. - [Crowdfund Insider report on our "Bad Actor" report service](https://crowdcheck.wptexan.com/blog/crowdfund-insider-report-our-bad-actor-report-service/) - [Getting ready for seeking investment - Part 4: Keeping track of your company’s ownership](https://crowdcheck.wptexan.com/blog/getting-ready-seeking-investment-part-4-keeping-track-your-companys-ownership/): In our previous installments of our "Getting ready for seeking investment" series, we have talked about having the right corporate form, proper incorporation and remaining in good standing, and holding and documenting board meetings. - [No securities law violation is too small for the SEC](https://crowdcheck.wptexan.com/blog/no-securities-law-violation-too-small-sec/): SEC Chair Mary Jo White is bringing the New York cop-on-the-beat attitude to the SEC's enforcement of securities law violation. - [Bad Actor, Bad Actor, Whatcha gonna do?](https://crowdcheck.wptexan.com/blog/bad-actor-bad-actor-whatcha-gonna-do/): Sorry, as a child of the 80s I couldn’t resist, but my bad version of the classic “Cops” theme does reflect a serious question: how are issuers and intermediaries going to comply with the new “Bad Actor” disqualification provisions of Rule 506, Regulation A, and Regulation Crowdfunding offerings? - [Is securities crowdfunding going to be impossible for some small businesses?](https://crowdcheck.wptexan.com/blog/securities-crowdfunding-going-be-impossible-some-small-businesses/): Got your attention? - [Entrepreneurs: Don’t get burned by the boilerplate](https://crowdcheck.wptexan.com/blog/entrepreneurs-dont-get-burned-boilerplate/): As an entrepreneur you are probably concerned about saving money. - [Bad actors! Bad actors everywhere!](https://crowdcheck.wptexan.com/blog/bad-actors-bad-actors-everywhere/): Well, maybe. The SEC doesn't like bad actors in securities offerings. - [Do it right the first time: Defective securities offerings and crowdfunding](https://crowdcheck.wptexan.com/blog/do-it-right-first-time-defective-securities-offerings-and-crowdfunding/): Securities offerings that aren’t done properly have to be undone; fixing them is a process that is expensive, time consuming, difficult to do correctly under state law, and exposes a company to fraud liability. - [Getting ready for seeking investment - Part 3: Holding and documenting board of director meetings](https://crowdcheck.wptexan.com/blog/getting-ready-seeking-investment-part-3-holding-and-documenting-board-director-meetings/): Every major action your company takes—amending the articles of incorporation, hiring company officers, authorizing the issuance of securities, entering significant contracts, etc.—requires approval by your board of directors. - [Due Diligence: It doesn’t just protect investors](https://crowdcheck.wptexan.com/blog/due-diligence-it-doesnt-just-protect-investors/): We often talk about how due diligence can help protect investors from fraudulent investments, but it is important to mention that properly done due diligence can also protect every other party to a sale of securities. - [Crowdfunding can supplement your offering to accredited investors](https://crowdcheck.wptexan.com/blog/crowdfunding-can-supplement-your-offering-accredited-investors/): One area of Title III of the JOBS Act that was rather vague was the ability of a company to offer securities through an offer relying on Regulation D at the same time as a crowdfunding offer. - [CrowdCheck mentioned in USA Today Money article on crowdfunding](https://crowdcheck.wptexan.com/blog/crowdcheck-mentioned-usa-today-money-article-crowdfunding/) - [Regulation CF: funding portals can charge commissions!](https://crowdcheck.wptexan.com/blog/regulation-cf-funding-portals-can-charge-commissions/): Not everyone outside CrowdCheck HQ has finished reading the SEC’s 6,000 page proposals for securities crowdfunding yet. - [CEO Sara Hanks interview with The Suit Magazine; Defeating Crowdfunding Fraud](https://crowdcheck.wptexan.com/blog/ceo-sara-hanks-interview-suit-magazine-defeating-crowdfunding-fraud/) - [Entrepreneurs: build your crowdfunding networks; just don’t talk to them about crowdfunding!](https://crowdcheck.wptexan.com/blog/entrepreneurs-build-your-crowdfunding-networks-just-dont-talk-them-about-crowdfunding/): The SEC’s proposals for crowdfunding are out, and entrepreneurs are getting advice about how to be ready for securities crowdfunding. - [The comment period is open, the crowdfunding period, not so much.](https://crowdcheck.wptexan.com/blog/comment-period-open-crowdfunding-period-not-so-much/): So did you watch the live feed of the SEC meeting discussing the proposed crowdfunding rules? We did. Fascinating stuff. - [Stop using the F-word!](https://crowdcheck.wptexan.com/blog/stop-using-f-word/): Fraud – lots of people talk about it, but what is it? - [506(c):The return of caveat emptor?](https://crowdcheck.wptexan.com/blog/506cthe-return-caveat-emptor/): Caveat emptor is Latin for "let the buyer beware." - [Investors: Know your online securities platforms](https://crowdcheck.wptexan.com/blog/investors-know-your-online-securities-platforms/): Exciting times, eh? - [Remember, proposed rules are not in effect](https://crowdcheck.wptexan.com/blog/remember-proposed-rules-are-not-effect/): Securities regulations are complicated and when new rules are adopted or proposed by the SEC it may be difficult for reporters and the public to grasp exactly what has happened. - [506(c): Some Perspective](https://crowdcheck.wptexan.com/blog/506c-some-perspective/): So, did you wake up this morning to find a pile of investment money, or some new shares in a great company, or a bunch of new job offers falling from the sky? - [Getting ready for seeking investment - Part 2: Proper incorporation and remaining in good standing](https://crowdcheck.wptexan.com/blog/getting-ready-seeking-investment-part-2-proper-incorporation-and-remaining-good-standing/): This article continues the series about what you need to do to get ready to seek investment online. - [Getting ready for seeking investment - Part 1: Having the right corporate form](https://crowdcheck.wptexan.com/blog/getting-ready-seeking-investment-part-1-having-right-corporate-form/): So, you are an entrepreneur considering seeking investment via new Rule 506(c), very exciting! - [Brian Knight in Crowdfund Insider](https://crowdcheck.wptexan.com/blog/brian-knight-crowdfund-insider/): Brian Knight's oped in Crowdfund Insider on how small businesses need a place at the SEC's table. - [What due diligence looks like - Part 3: Confirming waiver of preemptive rights](https://crowdcheck.wptexan.com/blog/what-due-diligence-looks-part-3-confirming-waiver-preemptive-rights/): Back in June, CrowdCheck opened up its "What due diligence looks like" series with a fundamental concept: checking whether offered shares of stock are "duly authorized, validly issued, fully paid and non-assessable." - [The queue is only growing for those waiting on equity crowdfunding](https://crowdcheck.wptexan.com/blog/queue-only-growing-those-waiting-equity-crowdfunding/): The crowdfunding industry encompasses every model of business and market you could think of. - [New crowdfunding police not simply a concern for shady operators](https://crowdcheck.wptexan.com/blog/new-crowdfunding-police-not-simply-concern-shady-operators/): Massachusetts has a new securities department devoted entirely to monitoring the investment crowdfunding industry. - [Seeking outside investors? Better think about converting your LLC into a C Corp](https://crowdcheck.wptexan.com/blog/seeking-outside-investors-better-think-about-converting-your-llc-c-corp/): Limited Liability Companies (LLCs) are a very popular form of organizing small businesses. - [Sara Hanks quoted in article on SEC proposed rule 510T, The Street](https://crowdcheck.wptexan.com/blog/sara-hanks-quoted-article-sec-proposed-rule-510t-street/) - [Ladies and Gentlemen, Start Your Engines (on September 23rd)!](https://crowdcheck.wptexan.com/blog/ladies-and-gentlemen-start-your-engines-september-23rd/): We now have final General Solicitation (pdf) and Bad Actor (pdf) rules in the Federal Registry. We also have an effective date for the rules, September 23rd. - [Breaking Down General Solicitation For Private Placements In The US](https://crowdcheck.wptexan.com/blog/breaking-down-general-solicitation-private-placements-us/): Yesterday, Crowdfund Insider facilitated a discussion on the passing of the final regulations for Title II of the JOBS Act. - [SEC passes rule allowing general solicitation – but don’t do it yet!](https://crowdcheck.wptexan.com/blog/sec-passes-rule-allowing-general-solicitation-dont-do-it-yet/): Today the SEC passed rules eliminating the ban on solicitation for certain accredited-only investments made pursuant to Section 506(c) of Regulation D. - [What due diligence looks like - Part 2: Checking the corporate form](https://crowdcheck.wptexan.com/blog/what-due-diligence-looks-part-2-checking-corporate-form/): The first installment of our Due Diligence Series addressed a fundamental issue in crowdfunding due diligence: making sure that the offered shares have been properly issued. - [What due diligence looks like - Part 1: Checking that shares are properly issued](https://crowdcheck.wptexan.com/blog/what-due-diligence-looks-part-1-checking-shares-are-properly-issued/): We’re kicking off our Due Diligence Series with one of the most fundamental issues in crowdfunding due diligence: making sure that the shares being offered have been properly issued. - [What due diligence really looks like](https://crowdcheck.wptexan.com/blog/what-due-diligence-really-looks/): There’s been a lot of discussion about what due diligence is (and isn’t) in the crowdfunding context. - ["Private" offers and the internet](https://crowdcheck.wptexan.com/blog/private-offers-and-internet/): The internet has gone through radical changes since the year 2000. - [Under Construction: Investor communication when crowdfunded campaigns are not yet ready for market](https://crowdcheck.wptexan.com/blog/under-construction-investor-communication-when-crowdfunded-campaigns-are-not-yet-ready-market/): As a devoted fan of Sid Meier's Civilization series working in the crowdfunding area, I couldn't help but stumble across an interview with Sid Meier in which he is expresses his uneasiness about using a crowdfunding platform to fund a game. - [The game has changed, shouldn’t the SEC change with it?](https://crowdcheck.wptexan.com/blog/game-has-changed-shouldnt-sec-change-it/): This week has been a good week for the SEC, mostly in the sense that they aren’t the IRS (please don’t audit me). - [The perils of the pivot](https://crowdcheck.wptexan.com/blog/perils-pivot/): Everyone in the startup world knows a good pivot story, right? - [Another conference but still no crowdfunding rules](https://crowdcheck.wptexan.com/blog/another-conference-still-no-crowdfunding-rules/): The New Year has come and gone and we are done with the first quarter of 2013, and yet we are still without SEC rules to implement crowdfunding as authorized by the JOBS Act. - [Sara Hanks quoted in Businessweek article on crowdfunding](https://crowdcheck.wptexan.com/blog/sara-hanks-quoted-businessweek-article-crowdfunding/): Crowdfunding’s on Hold. So is Crowdfunding Fraud. - [Sara Hanks quoted in The Street article on crowdfunding](https://crowdcheck.wptexan.com/blog/sara-hanks-quoted-street-article-crowdfunding/) - [Taking on the problem of affinity fraud](https://crowdcheck.wptexan.com/blog/taking-problem-affinity-fraud/): Last Friday, the Department of Justice and the Consumer Protection Working Group held their annual summit on consumer protection. - [Sharpening your investment skills](https://crowdcheck.wptexan.com/blog/sharpening-your-investment-skills/): Ever since the Internet became a medium for communication, fraudsters and scammers have tried to use it to steal money from overly-trusting individuals. - [Solutions for disclosure overload](https://crowdcheck.wptexan.com/blog/solutions-disclosure-overload/): On Friday at the "SEC Speaks" conference, Securities and Exchange Commissioner Troy Paredes observed that the information companies disclose to investors leads to "disclosure overload" that hampers the ability of investors to gauge the importance of the data. - [You don't have to be evil to commit securities fraud](https://crowdcheck.wptexan.com/blog/you-dont-have-be-evil-commit-securities-fraud/): Crowdfunding offers the ability for early-stage companies to seek investments from friends and neighbors in their social networks, fellow alumni, and others who have similar affinities. - [Investor protection: not just avoiding fraud](https://crowdcheck.wptexan.com/blog/investor-protection-not-just-avoiding-fraud/): There’s a lot of talk in the crowdfunding community about investor protection. - [CrowdCheck featured in November issue of Entrepreneur Magazine article "Crowd Control"](https://crowdcheck.wptexan.com/blog/crowdcheck-featured-november-issue-entrepreneur-magazine-article-crowd-control/) - [Better disclosure results in a better price](https://crowdcheck.wptexan.com/blog/better-disclosure-results-better-price/): It’s tempting to reveal very little information when trying to make a sale. - [Seeking crowdfunding abroad: you still have to play by US rules](https://crowdcheck.wptexan.com/blog/seeking-crowdfunding-abroad-you-still-have-play-us-rules/): Earlier this month at the American Bar Association Business Law Section Fall Meeting, Paul Dudek, Chief of the SEC’s Office of International Corporate Finance, reminded US companies seeking funding abroad that they are still subject to US regulation. - [Co-founder Brian Knight quoted in crowdfunding article by Austin Fox News](https://crowdcheck.wptexan.com/blog/co-founder-brian-knight-quoted-crowdfunding-article-austin-fox-news/) - [CrowdCheck CEO Sara Hanks quoted in Washington Post article on upcoming crowdfunding regulations](https://crowdcheck.wptexan.com/blog/crowdcheck-ceo-sara-hanks-quoted-washington-post-article-upcoming-crowdfunding-regulations/) - [Video: CrowdCheck CEO Sara Hanks leads panel discussing crowdfunding](https://crowdcheck.wptexan.com/blog/video-crowdcheck-ceo-sara-hanks-leads-panel-discussing-crowdfunding/) - [The agony and the ecstasy: patronage, transparency, and what counts as a success in investment crowdfunding](https://crowdcheck.wptexan.com/blog/agony-and-ecstasy-patronage-transparency-and-what-counts-success-investment-crowdfunding/): The lack of regulations is not the only big question make hanging over crowd investing. The merits of crowdfund investing in the US are also hotly debated. - [Crowdfunding not number one on SEC's to-do list](https://crowdcheck.wptexan.com/blog/crowdfunding-not-number-one-secs-do-list/): Well, as we’ve already pointed out, it will not be legally or logistically possible for the SEC to have its crowdfunding regulations in place by December 31. - [SEC Forum on small business capital formation](https://crowdcheck.wptexan.com/blog/sec-forum-small-business-capital-formation/): On November 15th the SEC will be hosting a forum on small business capital formation, including a breakout session on crowdfunding with our own Sara Hanks on the panel. - [Investment crowdfunding: delayed, but not denied](https://crowdcheck.wptexan.com/blog/investment-crowdfunding-delayed-not-denied/): At times it is folly to hasten at other times, to delay. The wise do everything in its proper time. - [Let's (NOT) make that video!](https://crowdcheck.wptexan.com/blog/lets-not-make-video/): Hello, entrepreneurs! Are you busily working on that killer video you’re going to use to raise funds once crowdfunding is legal? - [Business Journal quotes Sara from Sept. 26 Seattle Crowdfunding Conference](https://crowdcheck.wptexan.com/blog/business-journal-quotes-sara-sept-26-seattle-crowdfunding-conference/) - [CEO Sara Hanks writes for Bloomberg BNA about the SEC process of regulating the JOBS Act crowdfunding provision](https://crowdcheck.wptexan.com/blog/ceo-sara-hanks-writes-bloomberg-bna-about-sec-process-regulating-jobs-act-crowdfunding/) - [What is an "offer" of securities and why should you care?](https://crowdcheck.wptexan.com/blog/what-offer-securities-and-why-should-you-care/): One aspect of US securities laws that frequently trips up the unwary is the fact that US law regulates both the offer and the sale of securities. - [Tony Arias of Healthy Crowdfunder speaks about partnership with CrowdCheck in latest interview](https://crowdcheck.wptexan.com/blog/tony-arias-healthy-crowdfunder-speaks-about-partnership-crowdcheck-latest-interview/) - [Beware of the three "Fs" of CrowdFunding](https://crowdcheck.wptexan.com/blog/beware-three-fs-crowdfunding/): NPR ran an interesting story that deals with what happens when a Kickstarter project fails to deliver, and whether the backers are entitled to a refund. - [CEO Sara Hanks featured in USA Today article on crowdfunding](https://crowdcheck.wptexan.com/blog/ceo-sara-hanks-featured-usa-today-article-crowdfunding/) - [Analysis on the SEC's proposed rule 506(c)](https://crowdcheck.wptexan.com/blog/analysis-secs-proposed-rule-506c/): The SEC released a proposed rule (Look for Release #33-9354), pursuant to Title II of the JOBS Act that will lift the ban on general solicitation for accredited investor only Regulation D raises. - [SEC proposes a new type of exempt offering under Regulation D](https://crowdcheck.wptexan.com/blog/sec-proposes-new-type-exempt-offering-under-regulation-d/): After months of delay and some drama, the Securities and Exchange Commission voted today to propose for public comment rules establishing a new type of offering that is not required to be registered with the SEC. - [A response to The Motley Fool](https://crowdcheck.wptexan.com/blog/response-motley-fool/): As the SEC works its way through the regulatory process many players in the investment industry have provided comment on how they think the SEC should handle crowdfunding. - [US companies crowdfunding abroad: you might want to pack a securities lawyer alongside your umbrella!](https://crowdcheck.wptexan.com/blog/us-companies-crowdfunding-abroad-you-might-want-pack-securities-lawyer-alongside-your-umbrella/): It’s frustrating. We are all so ready to do crowdfunding. But we have to wait till the SEC and FINRA come up with their rules. - [The CrowdFunding Olympics](https://crowdcheck.wptexan.com/blog/crowdfunding-olympics/): I’m a proud Brit and a proud Virginian (version 1.0) and I see no contradiction there. But it’s as a Brit I’m blogging today. - [We are pleased to partner with Initial Crowd Offering to help protect investors](https://crowdcheck.wptexan.com/blog/we-are-pleased-partner-initial-crowd-offering-help-protect-investors/): Initial Crowd Offering, Inc. and CrowdCheck, Inc. - [The Ghost of CrowdFunding Future: A Reaction to "The Road to CrowdFunding Hell" by Daniel Isenberg](https://crowdcheck.wptexan.com/blog/ghost-crowdfunding-future-reaction-road-crowdfunding-hell-daniel-isenberg/): When I get an article sent to me once I generally read it, when I get it sent to me twice, by two separate people, weeks apart, I know I had better read it closely. - [A Fraud? Us?](https://crowdcheck.wptexan.com/blog/fraud-us/): We talk a lot about the danger of fraudulent companies posing as legitimate ones, but just as real, if less discussed, is the danger that legitimate companies will be unfairly dismissed because they don’t look legitimate. - [What Has to Happen Before CrowdFunding Goes Legal (Or How I Quit Worrying and Learned to Love the Administrative Process)](https://crowdcheck.wptexan.com/blog/what-has-happen-crowdfunding-goes-legal-or-how-i-quit-worrying-and-learned-love-administrative/): One of the best parts of my job is talking to entrepreneurs, both the entrepreneurs whose businesses are considering securities-based crowdfunding and the entrepreneurs who are starting crowdfunding platforms. - [Even "Low-Dollar" Fraud Can Have Huge Costs](https://crowdcheck.wptexan.com/blog/even-low-dollar-fraud-can-have-huge-costs/): The Verge has another interesting article on how Kickstarter handles fraud in the wake of the Mythic scam. - [Notes from 6/26/12 House Subcommittee Hearing on the JOBS Act in Action](https://crowdcheck.wptexan.com/blog/notes-62612-house-subcommittee-hearing-jobs-act-action/): Our assistant Andrew kept brief notes on this week’s JOBS Act hearings on Capitol Hill where crowdfunding was mentioned. - [Fraud-Funding: Fake Traction & CrowdFunding](https://crowdcheck.wptexan.com/blog/fraud-funding-fake-traction-crowdfunding/): A guest post by Andrew, our newest hire: It is not uncommon for businesses to use fake profiles to create a sense of traction, growth or interest in their company. - [Don't underestimate the risk of fraud in crowdfunding](https://crowdcheck.wptexan.com/blog/dont-underestimate-risk-fraud-crowdfunding/): The Economist has a really excellent article on the rise of crowdfunding that shows how it has expanded from fad to multi-billion dollar capital-formation vehicle. - [Read Sara's article in Newsday](https://crowdcheck.wptexan.com/blog/read-saras-article-newsday/) - [Waiting for Clarity](https://crowdcheck.wptexan.com/blog/waiting-clarity/): It has been a while since we updated the blog. No, we haven’t lost our love of crowdfunding. - [Forbes article featuring CEO Sara Hanks](https://crowdcheck.wptexan.com/blog/forbes-article-featuring-ceo-sara-hanks/) - [Five steps the SEC can take to make crowdfunding work](https://crowdcheck.wptexan.com/blog/five-steps-sec-can-take-make-crowdfunding-work/) - [Putting the 'fun' in Crowdfunding](https://crowdcheck.wptexan.com/blog/putting-fun-crowdfunding/): [We asked our brand-new assistant Andrew, who graduated a few days ago from The Elliot School at George Washington University, to blog some of his thoughts aboutcrowdfunding. - [Three things the SEC would like you to know right now](https://crowdcheck.wptexan.com/blog/three-things-sec-would-you-know-right-now/): As we all know, the SEC is in the process of putting together its crowdfunding rules. - [CrowdCheck in the Washington Post](https://crowdcheck.wptexan.com/blog/crowdcheck-washington-post/) - [CrowdCheck in the Washington Business Journal (subscription)](https://crowdcheck.wptexan.com/blog/crowdcheck-washington-business-journal-subscription/): Implications of the JOBS Act, Part One: Crowd control? - [CrowdCheck featured in Washington Business Journal](https://crowdcheck.wptexan.com/blog/crowdcheck-featured-washington-business-journal/): Implications of the JOBS Act, Part One: Crowd control? - [Crowdfunding could open doors to more startup investment](https://crowdcheck.wptexan.com/blog/crowdfunding-could-open-doors-more-startup-investment/) - [CrowdCheck to convene Washington, DC's first crowdfunding conference](https://crowdcheck.wptexan.com/blog/crowdcheck-convene-washington-dcs-first-crowdfunding-conference/): Conference will feature Administration and Capitol Hill experts, entrepreneurs and leaders in crowdfunding. - [Investor Alert 2: Has your company provided you with updates?](https://crowdcheck.wptexan.com/blog/investor-alert-2-has-your-company-provided-you-updates/): All companies that accept investments under Reg CF need to provide an annual update to their investors, to be filed on the SEC’s EDGAR system on Form C-AR and posted on the company's own website. - [Investor Alert 1: Is your company in good standing?](https://crowdcheck.wptexan.com/blog/investor-alert-1-your-company-good-standing/): We are doing a new series on Investor Alerts, focusing on what investors should pay particular attention to when investing in early stage companies. - [The metaphysics of the second step](https://crowdcheck.wptexan.com/blog/metaphysics-second-step/): No, not a novel by Gabriel Garcia Marquez, but some musings on an aspect of the more complicated aspects of securities law relating to what needs to be registered under the Securities Act of 1933, part of what we law bores refer to as “the metaphysics.” Some investments happen in two stages. - [Sara Hanks joins the National Real Estate Forum Podcast](https://crowdcheck.wptexan.com/blog/sara-hanks-joins-national-real-estate-forum-podcast/): CrowdCheck CEO Sara Hanks spoke with Adam Gower of the NREForum Crowd Fund Project Podcast to talk compliance with online capital raising, JOBSAct regulations, securities crowdfunding and more. - [ICO bounty programs](https://crowdcheck.wptexan.com/blog/ico-bounty-programs/): We keep saying that ICOs have not changed the securities laws and there’s no real magic to how to apply existing securities laws to ICOs. - [Compliance with Reg CF: Don’t forget your state notice filings](https://crowdcheck.wptexan.com/blog/compliance-reg-cf-dont-forget-your-state-notice-filings/): While Section 4(a)(6) of the Securities Act and Reg CF preempt state regulation of offerings under Reg CF, states are still permitted to require notice filings be made. - [When it comes to securities law, “pre-sales” of ICOs are still sales](https://crowdcheck.wptexan.com/blog/when-it-comes-securities-law-pre-sales-icos-are-still-sales/): Following the release of the “Simple Agreement for Future Tokens” or “SAFT” documentation by Protocol Labs and Cooley LLP, the possibility of doing blockchain token sales has been expanded to companies at even earlier stages of development. - [ICOs and liquidity for founders in secondary trading?](https://crowdcheck.wptexan.com/blog/icos-and-liquidity-founders-secondary-trading/): Here's another issue addressed in our ever-expanding memo on the securities laws raised by ICOs. - [ICOs and Section 12(g): Yes, our securities laws are harshing the beauty of the blockchain](https://crowdcheck.wptexan.com/blog/icos-and-section-12g-yes-our-securities-laws-are-harshing-beauty-blockchain/): (This is the first of what will be a series of blogs addressing ICO offerings made in compliance with securities laws. - [Compliance with Reg CF: Is your accountant “independent”?](https://crowdcheck.wptexan.com/blog/compliance-reg-cf-your-accountant-independent/): Every company offering securities to investors under Regulation Crowdfunding (“Reg CF”) is required to provide financial statements that are prepared in accordance with generally accepted accounting principles. - [Recent update to the CrowdCheck Issuer-Dealer Memo](https://crowdcheck.wptexan.com/blog/recent-update-crowdcheck-issuer-dealer-memo/): Our memo regarding issuer-dealer registration for companies considering an offering under Tier 2 of Regulation A has been updated with the inclusion of Nebraska following recent pronouncements from its Department of Banking and Finance. - [Buy these securities and get this handy lemon squeezer!](https://crowdcheck.wptexan.com/blog/buy-these-securities-and-get-handy-lemon-squeezer/): Some folks, especially traditional securities lawyers, have recently been startled by flashy ads on the TV and radio for offerings of securities, specifically Regulation A securities in start-ups. - [Filing a Form C – Who is signing?](https://crowdcheck.wptexan.com/blog/filing-form-c-who-signing/): You are almost at the home stretch in your Regulation CF offering; however, there are still a few more formalities that need to occur. - [How to fail at filing](https://crowdcheck.wptexan.com/blog/how-fail-filing/): There’s a right way to do everything, even failing to file with the SEC. - [Happy Birthday Regulation CF (shame about the compliance failures)](https://crowdcheck.wptexan.com/blog/happy-birthday-regulation-cf-shame-about-compliance-failures/): So, one year ago today, Regulation CF went into effect. - [Corporate law and Regulation CF](https://crowdcheck.wptexan.com/blog/corporate-law-and-regulation-cf/): Since Regulation CF went live in May 2016, there have been approximately 280 companies that have made offerings made in reliance on it. - [Preparing for Reg CF: When do your financials go “stale”?](https://crowdcheck.wptexan.com/blog/preparing-reg-cf-when-do-your-financials-go-stale/): If you are about to launch a crowdfunding offering under Regulation CF, you should make sure you know when your financial statements will go “stale” (i.e., become too old). - [Compliance with Reg CF: What if you need money during the middle of Reg CF campaign?](https://crowdcheck.wptexan.com/blog/compliance-reg-cf-what-if-you-need-money-during-middle-reg-cf-campaign/): So far, Regulation Crowdfunding appears to be doing what it was always intended to do. - [Preparing for an A+ grade: Don’t forget your state notice filings](https://crowdcheck.wptexan.com/blog/preparing-grade-dont-forget-your-state-notice-filings/): One of the great benefits to issuers under the SEC’s rules for offerings under Tier 2 of Regulation A, effectively created by the JOBS Act, is the preemption of state requirements for registration of the offer and sale of securities. - [Raising capital online? Check your bylaws](https://crowdcheck.wptexan.com/blog/raising-capital-online-check-your-bylaws/): If you raise capital online, you're probably a New Economy, Internet 4.0 type of company, right? - [CrowdCheck releases memo on Regulation CF communications by crowdfunding portals](https://crowdcheck.wptexan.com/blog/crowdcheck-releases-memo-regulation-cf-communications-crowdfunding-portals/): Funding portals are governed by unique communication rules under Regulation CF and FINRA’s Funding Portal Rules. - [Compliance with Reg CF: Is your crowdfunding platform compliant?](https://crowdcheck.wptexan.com/blog/compliance-reg-cf-your-crowdfunding-platform-compliant/): Just as with issuer compliance, investment platform compliance with Regulation CF has been all over the map since Regulation CF went into effect in May. - [SEC committee mulls broker-dealer regulations, perspectives on crowdfunding](https://crowdcheck.wptexan.com/blog/sec-committee-mulls-broker-dealer-regulations-perspectives-crowdfunding/): CrowdCheck CEO Sara Hanks was quoted in The Hill's covereage of the recent SEC Advisory Committee on Small and Emerging Companies meeting. - [Preparing for an A+ grade: Ongoing reporting under Tier 2](https://crowdcheck.wptexan.com/blog/preparing-grade-ongoing-reporting-under-tier-2/): On September 16, 2016, the SEC filed its first suspension of the Regulation A exemption(link is external) against an issuer for failure to file its required annual statement. - [Compliance with Reg CF: Current liquidity and capital resources](https://crowdcheck.wptexan.com/blog/compliance-reg-cf-current-liquidity-and-capital-resources/): While never intended to be the type of discussion that accompanies the management’s discussion and analysis of a registered securities offering, the SEC expects issuers making offerings under Regulation CF to discuss all the material information regarding their current liquidity and capital resources. - [Towards a proposed framework for crossborder regulation of crowdfunding offerings](https://crowdcheck.wptexan.com/blog/towards-proposed-framework-crossborder-regulation-crowdfunding-offerings/): We live in a world without borders. - [Compliance with Reg CF: Financial statements under Rule 201](https://crowdcheck.wptexan.com/blog/compliance-reg-cf-financial-statements-under-rule-201/): The financial statements and corresponding discussion of financial condition of an issuer undertaking a securities offering under Regulation CF is arguably the most important set of information for an investor to make an informed investment decision. - [CrowdCheck guest post on the Dealflow Series D Blog](https://crowdcheck.wptexan.com/blog/crowdcheck-guest-post-dealflow-series-d-blog/) - [Understanding Reg CF: Compliance with Rule 201 disclosure requirements](https://crowdcheck.wptexan.com/blog/understanding-reg-cf-compliance-rule-201-disclosure-requirements/): Over the next few weeks, CrowdCheck will be posting a series of blog posts regarding issuer compliance with the disclosure requirements of Regulation CF. - [Ohio provides clarification on how its securities statutes relate to Reg CF](https://crowdcheck.wptexan.com/blog/ohio-provides-clarification-how-its-securities-statutes-relate-reg-cf/): A few weeks ago, the State of Ohio was thrust into notoriety(link is external) in the crowdfunding community because the state issued notices to Reg CF issuers organized in the state that they would be required to pay a notice filing fee for their offerings. - [An Intern’s Thoughts on Crowdfunding and Compliance](https://crowdcheck.wptexan.com/blog/interns-thoughts-crowdfunding-and-compliance/): *Our summer intern, Diana Leung, who will be heading to Georgetown University in the fall, weighs in on disclosure compliance. - [For Investors, The Key to Crowdfunding Success is Due Diligence](https://crowdcheck.wptexan.com/blog/investors-key-crowdfunding-success-due-diligence/): Read CrowdCheck General Counsel Huiwen Leo's article featured on Locavesting! - [Preparing for an A+ grade: What happens if I don’t use a broker?](https://crowdcheck.wptexan.com/blog/preparing-grade-what-happens-if-i-dont-use-broker/): Many small companies considering undertaking an offering under Tier 2 of Regulation A may find it advantageous to conduct their offering without the use of a registered broker-dealer. - [CrowdCheck releases comprehensive memo on Regulation CF communications](https://crowdcheck.wptexan.com/blog/crowdcheck-releases-comprehensive-memo-regulation-cf-communications/): After extensive time spent reviewing the communication rules under Regulation CF and their interplay with other securities laws, as well as consulting with the SEC, CrowdCheck has released its comprehensive memo on communications and publicity by issuers prior to and during a Regulation CF offering. - [Understanding Reg CF: Discussing financial results](https://crowdcheck.wptexan.com/blog/understanding-reg-cf-discussing-financial-results/): As we have previously discussed, the Regulation CF disclosure requirement for the financial condition of the issuer has the potential to get inexperienced companies in trouble. - [Understanding Reg CF: Know your advertising limits](https://crowdcheck.wptexan.com/blog/understanding-reg-cf-know-your-advertising-limits/): Being in the crowdfunding space, my Twitter feed regularly fills up with “how-to” information on promoting crowdfunding campaigns, and who to hire for their experience running social media campaigns. - [Understanding Reg CF: even "certified" financial statements need to be in GAAP](https://crowdcheck.wptexan.com/blog/understanding-reg-cf-even-certified-financial-statements-need-be-gaap/): With one week to go we are hearing that a number of companies are realizing their financial statements are not going to be reviewed in time by their accountants. - [Understanding Reg CF: Keeping your “backers” informed](https://crowdcheck.wptexan.com/blog/understanding-reg-cf-keeping-your-backers-informed/): One of the best practices that has developed in the realm of donation/reward crowdfunding is to provide regular updates to campaign backers over email in addition to publishing them on the crowdfunding platform. - [What Is a CIK Code? SEC CIK Number Explained (10-Digit Identifier)](https://crowdcheck.wptexan.com/blog/preparing-sec-filing-dont-forget-your-cik-codes/): With all the work that surrounds preparing to file with the SEC (whether you are making a Regulation A or a Regulation CF filing) it can be easy to overlook one of the simplest things you need in order to file. - [Journalists, bloggers, pundits and advisers: please stop making companies break the law!](https://crowdcheck.wptexan.com/blog/journalists-bloggers-pundits-and-advisers-please-stop-making-companies-break-law/): Four weeks out from Regulation CF's go-live date, and journalists, researchers, bloggers and anyone with access to the internet (including my cat) are asking small companies to comment on their plans to raise money under Regulation CF ("Title III"). - [Understanding Reg CF: you need to get your financial statements reviewed NOW!](https://crowdcheck.wptexan.com/blog/understanding-reg-cf-you-need-get-your-financial-statements-reviewed-now/): We're 4 weeks out from Regulation CF (Title III of the JOBS Act) going live. This is exciting, right? - [Understanding Reg CF: Remember, don’t say anything until May 16](https://crowdcheck.wptexan.com/blog/understanding-reg-cf-remember-dont-say-anything-until-may-16/): Regulation Crowdfunding becomes effective on May 16 of this year. What can you say now about your crowdfunding campaign that you plan to launch on May 16? - [Preparing for an A+ grade: Are you eligible for Reg A?](https://crowdcheck.wptexan.com/blog/preparing-grade-are-you-eligible-reg/): Sure, there has been a lot of talk of Regulation A. - [CrowdCheck CEO Sara Hanks quoted in new US News Op-Ed](https://crowdcheck.wptexan.com/blog/crowdcheck-ceo-sara-hanks-quoted-new-us-news-op-ed/): Innovation Needs Infrastructure Economic infrastructure is key to the success of ride-sharing apps and crowdfunding efforts. - [Understanding Reg CF: “Financial Condition of the Issuer”](https://crowdcheck.wptexan.com/blog/understanding-reg-cf-financial-condition-issuer/): In a rather innocuous requirement, the SEC requires that a company offering securities under Regulation Crowdfunding “describe [its] financial condition…” However, the short directive masks a rather tall order for companies. - [The Need for Uniform Reg A Tier 2 Filing Requirements](https://crowdcheck.wptexan.com/blog/need-uniform-reg-tier-2-filing-requirements/): Since the SEC’s adoption of its Regulation A+ rules, creating two tiers of Reg A offerings and two sets of procedures to follow, CrowdCheck has worked with a few companies seeking to qualify offering under Reg A. - [You get shares! and coupons! and a tax bill!](https://crowdcheck.wptexan.com/blog/you-get-shares-and-coupons-and-tax-bill/): Hey, remember when Oprah gave away all those cars and all the lucky recipients got a car with accompanying tax bill? - [Reg CF: you cannot file incomplete documents](https://crowdcheck.wptexan.com/blog/reg-cf-you-cannot-file-incomplete-documents/): Oh, companies seeking crowdfunding under Regulation CF, it's going to be so tempting to do this. - [Preparing for an A+ grade: Whether Tier 1 or Tier 2, you will need audited financial statements](https://crowdcheck.wptexan.com/blog/preparing-grade-whether-tier-1-or-tier-2-you-will-need-audited-financial-statements/): One seemingly critical difference between conducting a Regulation A offering under Tier 1 or Tier 2 at the federal level is the requirement to provide audited financial statements. - [CrowdCheck's comment letter on SEC proposals for Rule 147 and Rule 504](https://crowdcheck.wptexan.com/blog/crowdchecks-comment-letter-sec-proposals-rule-147-and-rule-504/) - [Preparing for an A+ grade: be prepared for a time commitment](https://crowdcheck.wptexan.com/blog/preparing-grade-be-prepared-time-commitment/): Regulation A is a public offering of securities. - [Bloomberg BNA Securities Regulation & Law Report: SEC Adopts "Regulation Crowdfunding"](https://crowdcheck.wptexan.com/blog/bloomberg-bna-securities-regulation-law-report-sec-adopts-regulation-crowdfunding/): Written by CrowdCheck CEO Sara Hanks and published in Bloomberg BNA Securities Regulation & Law Report. - [Post-qualification marketing materials in Regulation A offerings](https://crowdcheck.wptexan.com/blog/post-qualification-marketing-materials-regulation-offerings/): OK, that has GOT to be the most boring title for one of the most exciting developments in the securities markets, right? - [CrowdCheck memo on final Crowdfunding rules](https://crowdcheck.wptexan.com/blog/crowdcheck-memo-final-crowdfunding-rules/): CrowdCheck has put together its definitive summary of Regulation Crowdfunding as adopted by the SEC. - [The SEC needs positive feedback](https://crowdcheck.wptexan.com/blog/sec-needs-positive-feedback/): Here's hoping that everyone in the crowdfunding community is planning to respond to the SEC's proposals on Rule 147 and 504. - [CF countdown: why does the SEC hate singing kittens?](https://crowdcheck.wptexan.com/blog/cf-countdown-why-does-sec-hate-singing-kittens/): Actually, the SEC has no views specifically on singing kittens that I know of (although I am aware of at least one SEC staffer smuggling a cat into the building). - [CF countdown: avoiding becoming a fully-registered company](https://crowdcheck.wptexan.com/blog/cf-countdown-avoiding-becoming-fully-registered-company/): This is my least favorite bit of the SEC's Regulation CF: the fact that the exemption from Section 12(g) is conditional. What does this mean? - [Regulation A BS shovelling: Rule 144](https://crowdcheck.wptexan.com/blog/regulation-bs-shovelling-rule-144/): I had a few spare minutes yesterday after making our fifth Regulation A filing with the SEC and after a quick scamper round the internet I found that there is an amazing amount of bad information about Regulation A out there. - [CF countdown: auditing and review requirements](https://crowdcheck.wptexan.com/blog/cf-countdown-auditing-and-review-requirements/): Issuers of securities under Regulation CF will be required to provide financial statements prepared in accordance with US Generally Accepted Accounting Practices (U.S. - [MayDay is a fine time for a financial revolution](https://crowdcheck.wptexan.com/blog/mayday-fine-time-financial-revolution/): As we all know by now, the SEC on Friday voted in favor of adopting the regulations that will permit securities-based crowdfunding. - [The Current State of Reg A+ Investment Crowdfunding](https://crowdcheck.wptexan.com/blog/current-state-reg-investment-crowdfunding/): CrowdExpert.com takes a look at the impact of Regulation A+ since it became available this past summer. - [Preparing for an A+ grade: Regulation A and "material contracts"](https://crowdcheck.wptexan.com/blog/preparing-grade-regulation-and-material-contracts/): We've discussed previously the fact that in a Regulation A offering the SEC gets to see all your stuff. - [Practical Law's Equity Crowdfunding Q&A w/Sara Hanks](https://crowdcheck.wptexan.com/blog/practical-laws-equity-crowdfunding-qa-wsara-hanks/): Thomson Reuter's Practical Law interviews CrowdCheck CEO Sara Hanks on trends in equity crowdfunding and key issues for companies considering a crowdfunding offering. - [Big news for testing the waters under Tier 2 of Reg A+](https://crowdcheck.wptexan.com/blog/big-news-testing-waters-under-tier-2-reg/): Here at CrowdCheck, we have been worried about how state regulators would respond to the SEC's new testing the waters rules for Tier 2 Offerings under Regulation A. - ["Free market disclosure" under Regulation A](https://crowdcheck.wptexan.com/blog/free-market-disclosure-under-regulation/): Oops, I see I almost lost you there. I was talking securities law geek language again. - [CrowdCheck comment on Washington State Tier 2 proposal](https://crowdcheck.wptexan.com/blog/crowdcheck-comment-washington-state-tier-2-proposal/): Crowdcheck submitted a comment letter today to Washington State's DFI with respect to its proposed notice filing requirements for Tier 2 of RegulationA. - [Preparing for an A+ grade: We had a great testing the waters campaign, can we do Tier 1 offering under Regulation A?](https://crowdcheck.wptexan.com/blog/preparing-grade-we-had-great-testing-waters-campaign-can-we-do-tier-1-offering-under-regulation/): Short answer, no. - [Preparing for an A+ grade: Protect yourself](https://crowdcheck.wptexan.com/blog/preparing-grade-protect-yourself/): Don't fool yourself. While an offering under Regulation A+ is not an IPO on a stock exchange or full registration under the Securities Act, it is a big deal. - [Preparing for an A+ grade: the SEC gets to see all your stuff!](https://crowdcheck.wptexan.com/blog/preparing-grade-sec-gets-see-all-your-stuff/): There’s an increasing amount of publicity out there from companies that are “testing the water” (TTW) before deciding to make a Regulation A offering. - [Rescission, disqualification, and aiding and abetting, oh my...](https://crowdcheck.wptexan.com/blog/rescission-disqualification-and-aiding-and-abetting-oh-my/): Online investment platforms and the EB-5 Visa investment community have been abuzz lately following the June 23 announcement by the SEC that is has issued a final order against Ireeco, LLC and Ireeco Limited for acting as unregistered brokers in violation of Section 15(b) of the Securities Exchange Act. - [Preparing for an A+ grade: planning your offering to be able to terminate reporting](https://crowdcheck.wptexan.com/blog/preparing-grade-planning-your-offering-be-able-terminate-reporting/): A common theme that CrowdCheck is hearing from potential issuers looking into using Regulation A+ is that they are not certain they want to take on the obligations of the ongoing reporting for an indeterminate length of time. - [Preparing for an A+ grade: the need for a clean audit](https://crowdcheck.wptexan.com/blog/preparing-grade-need-clean-audit/): Pretty much everyone knows by now that audited financial statements are required for offerings under Tier 2 of Regulation A. - [The case of the vanishing Form 1-A filings](https://crowdcheck.wptexan.com/blog/case-vanishing-form-1-filings/): Those of us keeping an eye on filings under revised Regulation A (“Regulation A+”) have noted that, as of today’s date, there have been six public filings and five of those have apparently been withdrawn. - [SEC provides guidance on Regulation A questions](https://crowdcheck.wptexan.com/blog/sec-provides-guidance-regulation-questions/): The Staff of the SEC's Division of Corporation Finance has posted some Compliance and Disclosure Interpretations ("CD&Is") here (scroll down to Section 182). - [Regulation A: what just happened?](https://crowdcheck.wptexan.com/blog/regulation-what-just-happened/): Good lord, there is a lot of nonsense being written about revised Regulation A, which went into effect this morning. - [Why you should keep board minutes](https://crowdcheck.wptexan.com/blog/why-you-should-keep-board-minutes/): As part of every due diligence exercise for operating companies, real estate projects, and investment funds, CrowdCheck will ask to see all of the minutes of the meetings of the Board of Directors or managing body, or the written consents in lieu of meetings, of the issuer in the securities offering. - [Preparing for an A+ grade: are you sure you want to do this?](https://crowdcheck.wptexan.com/blog/preparing-grade-are-you-sure-you-want-do/): Less than a week to go before the revisions to Regulation A go into effect and many companies are making plans to make an offering. - [Preparing for an A+ grade: SEC comments on financials](https://crowdcheck.wptexan.com/blog/preparing-grade-sec-comments-financials/): By this point everyone knows that the financial statements you must provide to the SEC in Tier 2 Regulation A offerings must be audited by a CPA. - [Preparing for an A+ grade: drafting dull documents](https://crowdcheck.wptexan.com/blog/preparing-grade-drafting-dull-documents/): Just over two weeks to go to revised Regulation A going into effect (setting aside the litigation) and time for another blog post. - [Preparing for an A+ grade: testing the waters](https://crowdcheck.wptexan.com/blog/preparing-grade-testing-waters/): Three weeks to go to effectiveness of new Regulation A (we'll ignore the litigation for the moment), and time for a new topic: "testing the waters" (TTW). - [CrowdCheck named to Entrepreneur Magazine's "100 Brilliant Companies" of 2015](https://crowdcheck.wptexan.com/blog/crowdcheck-named-entrepreneur-magazines-100-brilliant-companies-2015/): CrowdCheck, Inc. was named to Entreprenuer Magazine's "100 Brilliant Companies" for 2015 and joins nine other companies in the "From the Crowd" section. - [Massachusetts gives A+ an F](https://crowdcheck.wptexan.com/blog/massachusetts-gives-f/): ...for "filing a federal lawsuit" that is. - [Preparing for an A+ grade: financial statements](https://crowdcheck.wptexan.com/blog/preparing-grade-financial-statements/): Just over four weeks to go to effectiveness of new Regulation A, and time for another post on Reg A+ topics. - [Preparing for an A+ grade: "material contracts"](https://crowdcheck.wptexan.com/blog/preparing-grade-material-contracts/): Five weeks to effectiveness of the changes to the SEC's Regulation A, popularly known as A+, and we are starting a series of blog posts about getting ready to use Regulation A. - [Best practices for Section 17(b)](https://crowdcheck.wptexan.com/blog/best-practices-section-17b/): We blogged about Section 17(b) compliance some months ago. - [LLCs and LPs Must Follow Their Own Rules](https://crowdcheck.wptexan.com/blog/llcs-and-lps-must-follow-their-own-rules/): Entrepreneurs and fund managers appreciate the flexibility that comes from organizing as a limited liability company ("LLC") or a limited partnership ("LP"). - [Regulation A+ and Testing the Waters](https://crowdcheck.wptexan.com/blog/regulation-and-testing-waters/): One of the most useful provisions of the Regulation A+ Rules issued by the SEC on May 25 is new Rule 255, "Solicitations of interest and other communications." - [CrowdCheck releases its summary of Regulation A+](https://crowdcheck.wptexan.com/blog/crowdcheck-releases-its-summary-regulation/): On March 25, 2015, the SEC adopted its final rules to implement Title IV of the JOBS Act of 2012. - [Can you do crowdfunding with Regulation A?](https://crowdcheck.wptexan.com/blog/can-you-do-crowdfunding-regulation/): Everybody’s buzzing about the fact that on Wednesday the SEC is going to adopt changes to Regulation A, finalizing the changes to Reg A that were mandated by the JOBS Act and first proposed by the SEC in December 2013. - [Don't forget to pay your franchise taxes](https://crowdcheck.wptexan.com/blog/dont-forget-pay-your-franchise-taxes/): One of the things that any securities due diligence should look at is whether a company or investment vehicle is in good standing with its state of organization. - [Compliance challenges of intrastate crowdfunding](https://crowdcheck.wptexan.com/blog/compliance-challenges-intrastate-crowdfunding/): A recent Washington Post article by Steven Overly asked "Why has hardly anyone applied for equity crowdfunding in D.C.?" This is an important question. - [Old scams on new platforms](https://crowdcheck.wptexan.com/blog/old-scams-new-platforms/): Well that didn’t take long. - [CrowdCheck guest blog post on Joe Wallin's Blog](https://crowdcheck.wptexan.com/blog/crowdcheck-guest-blog-post-joe-wallins-blog/) - [Waiting for the Zeroth of October](https://crowdcheck.wptexan.com/blog/waiting-zeroth-october/): CrowdCheck CEO Sara Hanks looks into the timing of the JOBS Act crowdfunding regulations. Guest post on the Seedinvest Blog. - [Securities crowdfunding: A quick guide on performing platform due diligence - Orlando Business Journal](https://crowdcheck.wptexan.com/blog/securities-crowdfunding-quick-guide-performing-platform-due-diligence-orlando-business-journal/) - [You might not think you're a stock tout...](https://crowdcheck.wptexan.com/blog/you-might-not-think-youre-stock-tout/): Sounds so disreputable, doesn’t it? But some of the SEC rules that apply to stock touts apply to several types of activity in the new online markets. - [Halloween blog special: Sometimes it's the investors who are scary...](https://crowdcheck.wptexan.com/blog/halloween-blog-special-sometimes-its-investors-who-are-scary/): Securities laws in the United States are based around the idea of disclosure and protection of the naïve investor from unscrupulous practices by issuers of securities — the sophisticated guys duping the little guy. - [Online offerings and Regulation S: EB-5 offerings](https://crowdcheck.wptexan.com/blog/online-offerings-and-regulation-s-eb-5-offerings/): I first started going on about Regulation S and online offerings back in 2012, when I noticed that US companies were doing offerings theoretically "outside" the United States without paying any attention to the requirements of US securities law. - [Nobody is too big for Bad Actor Rule compliance](https://crowdcheck.wptexan.com/blog/nobody-too-big-bad-actor-rule-compliance/): Previously, CrowdCheck has brought readers the message that no securities law violation is too small to bring on SEC enforcement. - [Federal antifraud liability in intrastate crowdfunding offerings](https://crowdcheck.wptexan.com/blog/federal-antifraud-liability-intrastate-crowdfunding-offerings/): Wait, what? You thought intrastate offerings were exempt from federal securities law? Only bits of it. - [Before You Launch, Get the Terms Right](https://crowdcheck.wptexan.com/blog/before-you-launch-get-the-terms-right/) - [Regulation A is having a moment.](https://crowdcheck.wptexan.com/blog/regulation-a-community-fundraising-strategy/): With SEC Chairman Paul Atkins stating that the Commission is looking to "better facilitate retail investor participation in private markets while preserving their protection with appropriate safeguards," and a 2026 regulatory agenda explicitly built around capital formation, Regulation A is having a moment. - [“One and done” SPV reporting? No, not really](https://crowdcheck.wptexan.com/blog/one-and-done-spv-reporting-no-not-really/): permitting the use of SPVs said absolutely nothing to sanction this early exit. - [Turning Fans Into Investors: Reg CF and Reg A for Creators](https://crowdcheck.wptexan.com/blog/creator-economy-reg-cf-reg-a/): Content creators have an unlimited supply of creativity to reach an audience. What they may not have is unlimited capital to make that content. - [Reg A Advertising on TV, Radio, and Online Audio/Visual Ads: What the SEC Staff Just Clarified (C&DI 182.28)](https://crowdcheck.wptexan.com/blog/regulation-a-advertising-tv-radio-sec-cdi-182-28/): One of the draws of Regulation A is that issuers can advertise their offerings on ways that were previously unheard of in the world of traditional registered offerings. - ["Securities Are Sold, Not Bought—But Reg CF Marketing Has Rules: The SEC’s New Reg CF C&DI Guidance"](https://crowdcheck.wptexan.com/blog/reg-cf-marketing-rules-sec-cdi-guidance-2026/): Advertising and marketing are crucial for Regulation Crowdfunding offerings. - [Why IPO Candidates Should Consider Regulation A First](https://crowdcheck.wptexan.com/blog/regulation-a-pre-ipo-retail-investors/): Financial newsletters are coalescing around the idea that 2026 will be the year of IPOs. - [“One and done” SPV reporting? Really?](https://crowdcheck.wptexan.com/blog/form-c-ar-reporting-reg-cf-spvs/): It’s Form C-AR filing season again, and maybe time to discuss an interesting consequence of using a crowdfunding special purpose vehicle (“SPV”). - [AI and Fraudsters are Upending Indicia of Trust in Online Investments](https://crowdcheck.wptexan.com/blog/sec-crypto-investment-scam-enforcement-warning/): The SEC recently brought an enforcement action against persons who created a fake trading platform for crypto, in which investors were contacted through messaging apps and encouraged to deposit funds in exchange for the crypto products being offered. - [SEC Announces Examination Priorities.](https://crowdcheck.wptexan.com/blog/sec-2025-examination-priorities-funding-portals/): On November 17, 2025, the SEC released its annual examination priorities covering all categories of entities under its supervision. - [Integration Pitfalls: Navigating Rule 152 When Moving from Reg CF to Reg A](https://crowdcheck.wptexan.com/blog/reg-cf-to-reg-a-rule-152-integration-pitfalls/): Integration of securities offerings can be a tricky and often frustrating challenge. - [Semi-annual reporting for SEC-registered companies?](https://crowdcheck.wptexan.com/blog/semi-annual-reporting-sec-companies/): Coming soon (in my opinion). - [1% from the 1%](https://crowdcheck.wptexan.com/blog/if-we-want-big-outcomes-we-need-big-checks/): So we’ve seen a drop in crowdfunding raises recently. - [Tokenization Isn’t Magic: Compliance Still Matters in the Digital Asset Space](https://crowdcheck.wptexan.com/blog/the-truth-about-tokenization-and-compliance/): With recent Congressional developments like the GENIUS Act and the CLARITY Act, the digital asset space appears to be entering a second wave following the initial frenzy of 2021 and 2022 (remember the Bored Ape Yacht Club?). - [Crowdfunding is for everyone.](https://crowdcheck.wptexan.com/blog/equity-crowdfunding-reg-cf-reg-a-success/): One thing I will never get tired of working in this space is the variety of companies that have been able to effectively utilize offerings under Regulation CF and Regulation A. - [Lesson of the month: following the money ](https://crowdcheck.wptexan.com/blog/red-flags-related-parties-financial-due-diligence-and-investment-fraud-warning-signs/): Here’s the latest instalment of the I’m-not-calling-it-fraud-of-the-month series. - [Beware of Overhyping AI: The SEC Is Watching](https://crowdcheck.wptexan.com/blog/ai-washing-sec-crackdown/): Companies hyping their AI capabilities should tread carefully—especially when investors are involved. The SEC recently charged Presto Automation Inc. - [Another reason not to violate Section 17(b)](https://crowdcheck.wptexan.com/blog/section-17b-criminal-charges/): CrowdCheck has blogged many times before about Section 17(b), the stock touting rule. Here’s where we outlined the basics more than ten years ago. - [SEC Form D Filing: Requirements, Deadlines, and What to Know (2025)](https://crowdcheck.wptexan.com/blog/the-secs-not-messing-around-on-form-d-filings/): On December 20, 2024, the SEC announced enforcement actions against multiple companies for failure to file Form Ds on a timely basis. - [One solution at a time: Reg A and crypto](https://crowdcheck.wptexan.com/blog/one-solution-at-a-time-reg-a-and-crypto/): As I mentioned before, this means taking a policy-oriented approach to Rule 261. - [Lesson of the Month: The black box acquisition](https://crowdcheck.wptexan.com/blog/lesson-of-the-month-the-black-box-acquisition/): Following up from last month's I’m-not-going-to-call-it-fraud series, here’s another recent one. As always, identifying details changed. - [The SEC and crypto: the answer is Rule 261](https://crowdcheck.wptexan.com/blog/the-sec-and-crypto-the-answer-is-rule-261/): A few years ago, we spent a lot of time with the Staff of the Division of Corporation Finance discussing the meaning of Rule 261(c) of Regulation A. - [Regulation CF fraud: Destiny Robotics](https://crowdcheck.wptexan.com/blog/regulation-cf-fraud-destiny-robotics/): This is mostly a classic run-away-with-the-money case, combined with a bunch of misleading statements and omissions. - [Lesson of the Month: The non-CFO](https://crowdcheck.wptexan.com/blog/lesson-of-the-month-the-non-cfo/): I was thinking of calling this series “Fraud of the Month” but didn’t want to go that far. - [Navigating the SEC’s Action Against Zymergen: Key Takeaways on Market Size Disclosures](https://crowdcheck.wptexan.com/blog/navigating-the-secs-action-against-zymergen-key-takeaways-on-market-size-disclosures/): On September 13, 2024, the SEC settled charges against Zymergen Inc. - [Reg CF Resale Restrictions: When & How You Can Sell Crowdfunding Securities](https://crowdcheck.wptexan.com/blog/understanding-reg-cf-resale-restrictions/): General rule: if you read the SEC rules with blinders on, you are probably well on your way to getting yourself in trouble. - [CrowdCheck provides additional updates to issuer-dealer registration requirements for sales of securities under Reg A without a broker](https://crowdcheck.wptexan.com/blog/crowdcheck-provides-additional-updates-issuer-dealer-registration-requirements-sales/): One of the exciting things about securities law is that rules can and do change in response to concerns raised by companies and investors. - [Can transfer agents save democracy?](https://crowdcheck.wptexan.com/blog/can-transfer-agents-save-democracy/): A long time ago in what seems like a different universe, I was working on an IPO for a company that will have to remain unidentified in a country that never experienced Enlightenment thinking. - [Raising funds under Reg CF for acquisitions](https://crowdcheck.wptexan.com/blog/raising-funds-under-reg-cf-acquisitions/): There’s an interesting contrast between Regulation A and Regulation CF in terms of disclosure. - [Why Reg S doesn’t work with online offerings](https://crowdcheck.wptexan.com/blog/why-reg-s-doesnt-work-online-offerings/): Anyone who knows me knows my link with the SEC’s Regulation S. - [Subsidiaries using Reg CF](https://crowdcheck.wptexan.com/blog/subsidiaries-using-reg-cf/): This came up no less than three times last week, so I figured it was worth a blog post. - [Why Reg CF doesn’t work for many VC-backed companies](https://crowdcheck.wptexan.com/blog/why-reg-cf-doesnt-work-many-vc-backed-companies/): Since the increase in the maximum offering amount to $5 million a couple of years ago, we’ve seen more interest in Reg CF offerings by venture-backed companies. - [I’m crowdfunding. Do I really need a transfer agent?](https://crowdcheck.wptexan.com/blog/im-crowdfunding-do-i-really-need-transfer-agent/): We keep hearing this question. - [We took the money, and signed the subscription agreement, so when are the shares issued?](https://crowdcheck.wptexan.com/blog/we-took-money-and-signed-subscription-agreement-so-when-are-shares-issued/): This is a question we often get from companies as they are trying to organize their cap table, or provide information to a transfer agent. - [Considerations in doing a Reg CF offering….](https://crowdcheck.wptexan.com/blog/considerations-doing-reg-cf-offering/): Companies often wonder, does it make sense to do a Reg CF offering rather than a Reg A offering? - [More evidence the SEC is looking more closely at Regulation A](https://crowdcheck.wptexan.com/blog/more-evidence-sec-looking-more-closely-regulation/): We are often asked by companies, “why can’t I do [fill in the blank]? - [Form C-AR filing time again!](https://crowdcheck.wptexan.com/blog/form-c-ar-filing-time-again/): If you sold any securities under your Form C, even if you didn’t sell them until this year, and even if you didn’t sell them until April 30, a Form C-AR with 2022 financials is due by May 1. - [When a picture tells a thousand words . . .](https://crowdcheck.wptexan.com/blog/when-picture-tells-thousand-words/): That picture probably isn’t an emoji, because emojis aren’t detailed enough for a message of that size. - [The SEC is not your mom](https://crowdcheck.wptexan.com/blog/sec-not-your-mom/): We’ve been having a lot of “why can’t we do what they are doing?” conversations recently. - [ChatGPT explains regulation crowdfunding in the form of a sea shanty](https://crowdcheck.wptexan.com/blog/chatgpt-explains-regulation-crowdfunding-form-sea-shanty/): A regulation crowdfund, it seems, Is a way for small firms to raise some green, Without need for a broker, or lots of red tape, Through the power of the crowd, and a site to escape. - [What do you mean I need to audit financial statements for their property?](https://crowdcheck.wptexan.com/blog/what-do-you-mean-i-need-audit-financial-statements-their-property/): When it comes to Regulation A and Regulation CF, the SEC puts a lot of focus on the financial statements being provided to investors. And that makes sense. - [No, this is not crypto!](https://crowdcheck.wptexan.com/blog/no-not-crypto/): We’ve heard from some of our clients that potential investors are getting spooked by the crypto winter and the FTX meltdown. - [If you aren't current in your Reg A reporting, you could still be violating securities laws even if qualified by the SEC](https://crowdcheck.wptexan.com/blog/if-you-arent-current-your-reg-reporting-you-could-still-be-violating-securities-laws-even-if/): It’s 1-SA filing season again for Regulation A filers, and time to make some observations about the consequences of not filing. - [Crowdfunding annual filing season: still getting it wrong!](https://crowdcheck.wptexan.com/blog/crowdfunding-annual-filing-season-still-getting-it-wrong/): So May 2 marked the due date for most companies in the crowdfunding world to file their annual reports on Form 1-K or C-AR. And many companies didn’t. - [Are state notice filings for Regulation A issuers still important?](https://crowdcheck.wptexan.com/blog/are-state-notice-filings-regulation-issuers-still-important/): One of the great benefits to issuers under the SEC’s rules for offerings under Tier 2 of Regulation A, effectively created by the JOBS Act, is the preemption of state requirements for registration of the offer and sale of securities. - [Criminal Proceedings Against Officers and Directors: Disclose now or wait for a conviction?](https://crowdcheck.wptexan.com/blog/criminal-proceedings-against-officers-and-directors-disclose-now-or-wait-conviction/): When do companies need to tell investors about criminal proceedings that allege their officers and directors have engaged in fraud? - [How to get sued…](https://crowdcheck.wptexan.com/blog/how-get-sued/): If you work with us, you will hear it many times that we strongly advise against financial projections … as they can get you in trouble. - [Do you really have permission to use those logos?](https://crowdcheck.wptexan.com/blog/do-you-really-have-permission-use-those-logos/): The Theranos jury’s fraud convictions of Elizabeth Holmes, former CEO and founder of the now defunct Theranos, Inc., should give pause to startups seeking to build their reputation by touting their relationships with other companies. - [Trolls and touts](https://crowdcheck.wptexan.com/blog/trolls-and-touts/): Well, I thought I’d better blog something before people think we’ve vanished. We’ve just been too busy. - [The SEC files its first enforcement action for Reg CF](https://crowdcheck.wptexan.com/blog/sec-files-its-first-enforcement-action-reg-cf/): The SEC today decided to make a statement against companies considering using Regulation CF for fraudulent offerings, and funding portals that facilitate the fraud. - [Rule 145: An issue for crowdfunding company exits](https://crowdcheck.wptexan.com/blog/rule-145-issue-crowdfunding-company-exits/): Startup investors all hope for a great “exit.” Most startups, of course, will never get to that point, but for the successful ones, the principal ways that investors get repaid for their faith in a high-growth early stage company is an eventual IPO, hopefully at a price much higher than the price they paid, or through the acquisition of the startup by another company. - [Reg A and Reg CF issuers: time to count your shareholders!](https://crowdcheck.wptexan.com/blog/reg-and-reg-cf-issuers-time-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 with the SEC when they meet certain asset and investor number thresholds. - [How a member of the crowd made crowdfunding easier](https://crowdcheck.wptexan.com/blog/how-member-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. - [Effective Date of the Amendments to Reg CF and Reg A](https://crowdcheck.wptexan.com/blog/effective-date-amendments-reg-cf-and-reg/): 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. - [Warrant issuers, keep your offering statement evergreen](https://crowdcheck.wptexan.com/blog/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. - [Foreign issuers using Reg A and Reg CF](https://crowdcheck.wptexan.com/blog/foreign-issuers-using-reg-and-reg-cf/): For some reason, this issue has been coming up a lot lately. - [SEC proposes relief for “finders”](https://crowdcheck.wptexan.com/blog/sec-proposes-relief-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. - [CrowdCheck’s Analysis of the New Exempt Offerings Rules: Reg CF investment vehicles, what are they good for?](https://crowdcheck.wptexan.com/blog/crowdchecks-analysis-new-exempt-offerings-rules-reg-cf-investment-vehicles-what-are-they-good/): 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. - [CrowdCheck’s Analysis of the New Exempt Offerings Rules: Testing the Waters comes to Reg CF](https://crowdcheck.wptexan.com/blog/crowdchecks-analysis-new-exempt-offerings-rules-testing-waters-comes-reg-cf/): While the costs of preparing an offering under Reg CF are significantly lower than other types of securities offerings, they can still be expensive in terms of professional and marketing fees prior to having any sense of whether the offering will be successful. - [CrowdCheck’s Analysis of the New Exempt Offerings Rules: Reg CF Financial Statements](https://crowdcheck.wptexan.com/blog/crowdchecks-analysis-new-exempt-offerings-rules-reg-cf-financial-statements/): Big news out of the SEC yesterday with the adoption of its amended rules covering various types of offerings exempt from registration under the Securities Act.[1] These rule changes impact the way in which issuers will be able to use Reg CF, Reg A, Reg D, and their ability to communicate about funding requirements without having to rely on an exemption at all until they are ready to raise funds. - [Where do you work?](https://crowdcheck.wptexan.com/blog/where-do-you-work/): And by that I mean the geographic location of your place of business, if you have one. - [Entanglement with third-party communications](https://crowdcheck.wptexan.com/blog/entanglement-third-party-communications/): Lawyers and finance peeps who practiced around the turn of the millennium will recall many of the issues that were raised by the misbehavior of investment banks’ research departments. - [The dead chipmunk in the wading pool is undermining economic recovery](https://crowdcheck.wptexan.com/blog/dead-chipmunk-wading-pool-undermining-economic-recovery/): This isn’t specifically commentary on crowdfunding, but some thoughts on some of the issues that the broader economy is facing. - [CrowdCheck’s New TradeCheck](https://crowdcheck.wptexan.com/blog/crowdchecks-new-tradecheck/): While Regulation A and Regulation CF have been effective tools for early stage companies to raise funds from investors across the country, secondary trading in those securities can often be a challenge, in part due to state-by-state securities regulations – often referred to as “Blue Sky” laws – that restrict which stocks brokers can discuss with their retail clients. - [Comments on SEC Exempt Offerings Proposing Release](https://crowdcheck.wptexan.com/blog/comments-sec-exempt-offerings-proposing-release/): This is the third in a series of blog posts on the topic of the SEC’s proposed changes to the exempt offering matrix. - [SEC exempt offerings proposal: no relief from offering circular delivery requirements](https://crowdcheck.wptexan.com/blog/sec-exempt-offerings-proposal-no-relief-offering-circular-delivery-requirements/): This is the second in a series of blog posts on the topic of the SEC’s proposed changes to the exempt offering matrix. - [SEC Provides Relief for Regulation A and Regulation Crowdfunding Issuers Related to COVID-19](https://crowdcheck.wptexan.com/blog/sec-provides-relief-regulation-and-regulation-crowdfunding-issuers-related-covid-19/): On March 26, 2020, the SEC adopted temporary amendments to the rules governing the filing of periodic and current reports under Regulation A (Rule 257) and Regulation Crowdfunding (Rule 202) to provide relief to issuers that are challenged in meeting their obligations to file those reports on a timely basis because of the outbreak of coronavirus disease 2019 (COVID-19). - [SEC exempt offerings proposals: process](https://crowdcheck.wptexan.com/blog/sec-exempt-offerings-proposals-process/): This will be the first in a series of blog posts on the topic of the SEC’s proposed changes to the exempt offering matrix. - [Securitizing sneakers](https://crowdcheck.wptexan.com/blog/securitizing-sneakers/): One aspect of Regulation A that does not seem to be getting the attention it should is the fact that it facilitates investment into things other than the future performance of early-stage companies. - [Upcoming deadlines for calendar year Reg CF and Reg A ongoing reports](https://crowdcheck.wptexan.com/blog/upcoming-deadlines-calendar-year-reg-cf-and-reg-ongoing-reports/): After undertaking an offering under Regulation Crowdfunding or Tier 2 of Regulation A, issuers are required to file ongoing reports with the SEC. - [License, registration, I ain’t got none](https://crowdcheck.wptexan.com/blog/license-registration-i-aint-got-none/): I love it when SEC Commissioners quote (arguably even cite in support) the Boss. - [Updating continuous offerings under Regulation A](https://crowdcheck.wptexan.com/blog/updating-continuous-offerings-under-regulation/): We’ve had this question come up a couple of times in recent deals, so it’s worth flagging. - [The SEC proposes expanding the “accredited investor” definition](https://crowdcheck.wptexan.com/blog/sec-proposes-expanding-accredited-investor-definition/): The SEC has proposed amending the definition of “accredited investors.” Accredited investors are currently defined as (huge generalization here) people who have net worth of $1 million (excluding principal residence) or income of $200,000 ($300,000 with spouse) or entities that have assets of $5 million. - [Troll-hunting season](https://crowdcheck.wptexan.com/blog/troll-hunting-season/): Look, there’s a whole shed-load of stupid out there. Some people will believe anything they read on the internet. - [August 2019 update to our issuer-dealer memo](https://crowdcheck.wptexan.com/blog/august-2019-update-our-issuer-dealer-memo/): Following our update in March of this year, the Nebraska legislature has taken action to provide an exception to the requirement for a company to register as an issuer-dealer in the state when making offers and sales of securities under Tier 2 of Regulation A so long as no commission or other remuneration is paid for soliciting investors. - [Section 3(a)(10) and Regulation A](https://crowdcheck.wptexan.com/blog/section-3a10-and-regulation/): Most of the scams and schemes from the lower end of the public markets eventually make it over to the Reg A market, and this one is no exception. - [Preparing for an A+ grade: State antifraud authority and your notice filings](https://crowdcheck.wptexan.com/blog/preparing-grade-state-antifraud-authority-and-your-notice-filings/): In an earlier blog post, we mentioned that while Regulation A preempts state review of offerings under Tier 2 of Regulation A, states are still given the authority under Section 18 of the Securities Act to require issuers selling securities under Regulation A to make notice filings and pay filing fees before they can offer securities in the states. - [Exempt securities offerings and the 2020 election](https://crowdcheck.wptexan.com/blog/exempt-securities-offerings-and-2020-election/): The SEC has published a Concept Release on the Harmonization of Securities Offering Exemptions. - [The crowdfunding vampires](https://crowdcheck.wptexan.com/blog/crowdfunding-vampires/): Well, I already blogged about the zombies of the crowdfunding world, so let’s look at the vampires too. - [Disseminating false statements: online platforms and the Lorenzo case](https://crowdcheck.wptexan.com/blog/disseminating-false-statements-online-platforms-and-lorenzo-case/): Online securities platforms should be paying attention to the Lorenzo case, which the Supreme Court decided last month concerning the scope of Rule 10b-5 fraud liability. - [Reg A really is different than an IPO](https://crowdcheck.wptexan.com/blog/reg-really-different-ipo/): Regulation A is an exemption from registration of securities under the Securities Act of 1933. At the same time, it is a public offering of securities. - [1-K filing time again](https://crowdcheck.wptexan.com/blog/1-k-filing-time-again/): April is coming, when Reg A filing companies must file their annual reports. - [Throwing the baby out with the tested waters](https://crowdcheck.wptexan.com/blog/throwing-baby-out-tested-waters/): With the recent SEC proposal that would permit all companies, as opposed to just “emerging growth companies,” to talk to institutional investors prior to filing an offering with the SEC, we are heading towards more confusion with respect to what companies raising funds can say when. - [Recent updates to our Issuer-Dealer Memo](https://crowdcheck.wptexan.com/blog/recent-updates-our-issuer-dealer-memo/): Since our last update in September 2017, we have learned a lot about the process for companies to register as issuer-dealers in certain states when making offers and sales under Regulation A without a broker-dealer. - [Emergency relief for Reg A issuers?](https://crowdcheck.wptexan.com/blog/emergency-relief-reg-issuers/): The ongoing government shutdown is hurting startups. - [Regulation A Expanded to Allow Offerings by Exchange Act Reporting Companies](https://crowdcheck.wptexan.com/blog/regulation-expanded-allow-offerings-exchange-act-reporting-companies/): Deviating from its standard rulemaking procedures, the SEC issued final rules on December 19, 2018 to expand the eligibility requirements under Regulation A to include Exchange Act Reporting companies. - [Miracle on Pennsylvania Avenue: A holiday story](https://crowdcheck.wptexan.com/blog/miracle-pennsylvania-avenue-holiday-story/): I wrote this and posted it on my personal blog at the time of the Christmas 2012 Shutdown. Unfortunately, it seems just as relevant today. - [Broker-dealers, funding portals, and FINRA’s 2018 examination findings](https://crowdcheck.wptexan.com/blog/broker-dealers-funding-portals-and-finras-2018-examination-findings/): On December 7, 2018, FINRA released its 2018 Report on Examination Findings. - [Confucius on the rectification of names and securities tokens](https://crowdcheck.wptexan.com/blog/confucius-rectification-names-and-securities-tokens/): Tsze-lu said, “The ruler of Wei has been waiting for you, in order with you to administer the government. - [Tier 1 Zombies: a Regulation A scam to watch out for](https://crowdcheck.wptexan.com/blog/tier-1-zombies-regulation-scam-watch-out/): We’ve noticed something interesting recently: Regulation A filings by companies that used to be SEC-reporting companies with quotes on the OTC Pink market, who have ceased to file reports with the SEC and whose trading activity on OTC has flatlined. - [The snark of the crowd](https://crowdcheck.wptexan.com/blog/snark-crowd/): Part of the whole point of crowdfunding is that you leverage the “wisdom of the crowd.” That is, a start-up company presents the relevant information about its idea, its team, and its financials to the crowd, and the crowd weighs in with questions and commentary. - [Pumpkin Spice Blockchain](https://crowdcheck.wptexan.com/blog/pumpkin-spice-blockchain/): Well, actually nothing of the sort, but did I get your attention? The SEC is continuing to bring suit against ICO scammers. - [Buyer beware: securities are not always what they seem…](https://crowdcheck.wptexan.com/blog/buyer-beware-securities-are-not-always-what-they-seem/): We love crowdfunding here at CrowdCheck, and we really believe it is a great opportunity to invest in some interesting, novel and amazing companies. - [ICOs and when “KYC/AML” isn’t actually KYC/AML](https://crowdcheck.wptexan.com/blog/icos-and-when-kycaml-isnt-actually-kycaml/): We are seeing a lot of references to KYC/AML in the ICO/STO space. - [Compliance with Reg CF: Are you required to include financial statements of a predecessor or an acquisition target?](https://crowdcheck.wptexan.com/blog/compliance-reg-cf-are-you-required-include-financial-statements-predecessor-or-acquisition/): Often, companies are started with just an idea. - [It’s so hard to say goodbye](https://crowdcheck.wptexan.com/blog/its-so-hard-say-goodbye/): Early-stage companies often fail. - [The morphing of securities tokens](https://crowdcheck.wptexan.com/blog/morphing-securities-tokens/): I’ve never been a fan of the “the SAFT is a security but the token isn’t” theory. - [Upcoming Changes to Regulation A](https://crowdcheck.wptexan.com/blog/upcoming-changes-regulation/): With the approval by the House of Representatives of the Senate version of S. - [Regulation CF annual filing season starts off batting .200](https://crowdcheck.wptexan.com/blog/regulation-cf-annual-filing-season-starts-batting-200/): As of Friday night, when the SEC’s EDGAR system went to bed, there had been 61 filings of Form C-AR made (with the rest due Monday for all companies with a 12/31 fiscal year-end). - [Compliance with Reg CF: When failure becomes fraud](https://crowdcheck.wptexan.com/blog/compliance-reg-cf-when-failure-becomes-fraud/): As previously identified in a CrowdCheck investor alert here, a significant number of companies that have raised funds under Regulation Crowdfunding are no longer in business. ## Pages - [Events & Insights](https://crowdcheck.wptexan.com/insights-events/): Free webinars, workshops, and AMAs on capital raising—built for founders, not lawyers. Join live or watch the recordings anytime. - [HubSpot Source Tracking Test](https://crowdcheck.wptexan.com/hubspot-source-tracking-test/) - [Services](https://crowdcheck.wptexan.com/services/): Independent diligence and compliance support for Regulation A capital raising, including offering statement preparation and SEC communication. - [Media and Entertainment](https://crowdcheck.wptexan.com/media-and-entertainment/): CrowdCheck provides independent diligence and compliance support for media and entertainment securities offerings. - [Digital Asset and Blockchain Offerings](https://crowdcheck.wptexan.com/digital-asset-and-blockchain-offerings/): CrowdCheck provides independent diligence and compliance support for digital asset and blockchain-based securities offerings. - [Registered Offerings](https://crowdcheck.wptexan.com/registered-offerings/): CrowdCheck provides independent diligence, and compliance support for registered securities offerings. - [Due Diligence](https://crowdcheck.wptexan.com/due-diligence/): CrowdCheck provides independent diligence support for investment offerings and transactions. - [Regulation CF](https://crowdcheck.wptexan.com/regulation-cf/): support for Regulation Crowdfunding offerings. - [Fractional Ownership Offerings](https://crowdcheck.wptexan.com/fractional-ownership-offerings/): CrowdCheck provides independent diligence and compliance support for securities offerings involving fractional ownership structures, including Series LLC offerings and other asset-backed investment vehicles. - [Regulation A](https://crowdcheck.wptexan.com/regulation-a/): CrowdCheck provides independent diligence and compliance support for Regulation A capital raising. - [Energy and Infrastructure Offerings](https://crowdcheck.wptexan.com/energy-and-infrastructure-offerings/): CrowdCheck provides independent diligence and compliance support for energy and infrastructure securities offerings. - [Healthcare and Life Sciences Offerings](https://crowdcheck.wptexan.com/healthcare-and-life-sciences-offerings/): CrowdCheck provides independent diligence and compliance support for healthcare and life sciences securities offerings. - [Real Estate Offerings](https://crowdcheck.wptexan.com/real-estate-offerings/): CrowdCheck provides independent diligence and compliance support for real estate securities offerings, including real estate funds and asset-backed investment structures. - [Regulation D](https://crowdcheck.wptexan.com/regulation-d/): CrowdCheck provides independent diligence and compliance support for Regulation D private placement offerings. - [Focus Areas](https://crowdcheck.wptexan.com/focus-areas/): CrowdCheck provides independent diligence and compliance support for real estate securities offerings, including real estate funds and asset-backed investment structures. - [Home](https://crowdcheck.wptexan.com/): Regulation D, and Registered offerings. - [Thank You](https://crowdcheck.wptexan.com/thank-you/): Your message has been received! - [Content](https://crowdcheck.wptexan.com/content/) - [Terms and Conditions](https://crowdcheck.wptexan.com/terms-conditions/): Please read the following agreement carefully. - [Privacy Policy](https://crowdcheck.wptexan.com/privacy-policy/): Your privacy is important to us and we are committed to protecting it through our compliance with this Privacy Policy. - [Learn More](https://crowdcheck.wptexan.com/learn-more/) - [Newsletters](https://crowdcheck.wptexan.com/resources/events-and-deadlines/) - [Our Team](https://crowdcheck.wptexan.com/our-team/): Sara Hanks, co-founder and CEO of CrowdCheck, is an attorney with over 30 years of experience in the corporate and securities field. - [5 Things You Should Know About Crowdfunding for Startups](https://crowdcheck.wptexan.com/podcasts/5-things-you-should-know-about-crowdfunding-for-startups/): The presentation covers how the law has changed to allow crowdfunding, which companies are eligible, how much you can raise and where you can raise it, and the legal requirements and pitfalls facing crowdfunding companies, as well as a question-and-answer session. - [CrowdCheck First National Crowdfunding Conference Part 1](https://crowdcheck.wptexan.com/podcasts/crowdcheck-first-national-crowdfunding-conference-part-1/) - [CrowdFundCast Episode 1(a)](https://crowdcheck.wptexan.com/podcasts/crowdfundcast-episode-1a/): For our first real (albeit still rough) podcast Sara, Thaya, and Brian discuss the SEC’s new proposed rule 506(c), which seeks to eliminate the bar on general solicitation for accredited-only regulation D raises and the possible implications for Title III crowdfunding, with a cliffhanger ending that will leave you in suspense…until you listen to part B of the podcast. - [CrowdFundCast Episode 1(b)](https://crowdcheck.wptexan.com/podcasts/crowdfundcast-episode-1b/): In the thrilling conclusion of the first episode we (sort 0f) answer the question of whether the SEC’s actions on rule 506(c) have any implications for Title III crowdfunding. - [CrowdFundCast’s interview with Candace Klein](https://crowdcheck.wptexan.com/podcasts/crowdfundcasts-interview-with-candace-klein/): So, I know I said this was coming Sunday, but why wait? Here is out interview with Candace Klein of SoMoLend and CFIRA. - [CrowdFundCast Interview with Paul Niederer from the Australian Small Scale Offerings Board](https://crowdcheck.wptexan.com/podcasts/crowdfundcast-interview-with-paul-niederer-from-the-australian-small-scale-offerings-board/): This week Brian was able to speak with Paul Niederer of the Australian Small Scale Offerings Board about the crowdfunding experience and industry in Australia, and what the US can learn from it. - [CrowdFundCast Episode 10-22-A: Sweden and Austin and Vegas…OH MY!](https://crowdcheck.wptexan.com/podcasts/crowdfundcast-episode-10-22-a-sweden-and-austin-and-vegasoh-my/): It has been a while since our last episode, but that is because we have been so busy traveling around talking about crowdfunding. - [CrowdFundCast Episode 10-22-B: Now with RAMPANT SPECULATION!](https://crowdcheck.wptexan.com/podcasts/crowdfundcast-episode-10-22-b-now-with-rampant-speculation/): In the second part of this week’s episode we move beyond what our past adventures to a discussion on the present and future of crowdfunding. - [The SEC Small Business Forum and should we fear FINRA?](https://crowdcheck.wptexan.com/podcasts/the-sec-small-business-forum-and-should-we-fear-finra/): In this episode we talk about the SEC Small Business Forum, whether portals will be able to charge transaction based fees, and finally getting to park in the UVA Darden school parking deck (a dream of mine). - [Co-founder Brian Knight speaks on crowdfunding panel at UVA School of Business](https://crowdcheck.wptexan.com/podcasts/co-founder-brian-knight-speaks-on-crowdfunding-panel-at-uva-school-of-business/) - [Guess who’s back?](https://crowdcheck.wptexan.com/guess-whos-back/): After a long holiday break the CrowdFundCast is Back! This time we get to interview Mr. - [CrowdFundCast: The SXSW aftermath edition](https://crowdcheck.wptexan.com/podcasts/crowdfundcast-the-sxsw-aftermath-edition/): The CrowdFundCast went to South by Southwest interactive festival to spread the joy…err…calm feeling of properly done due diligence. - [Watch the Second Annual CrowdCheck Conference](https://crowdcheck.wptexan.com/podcasts/watch-the-second-annual-crowdcheck-conference/): Last month we were fortunate enough to get a bunch of really smart people together to talk about how investment crowdfunding should be regulated...without it being overregulated. - [The SEC releases 506(c) and Bad Actor Rules and the CFC crew is there](https://crowdcheck.wptexan.com/podcasts/the-sec-releases-506c-and-bad-actor-rules-and-the-cfc-crew-is-there/): Well, sort of there, we watched the meeting on the internet, poured over the text of the rules, wrote up a little memo, and dusted off the podcasting equipment to talk about what the SEC did and what it might mean for you and for crowdfunding. - [Title III Decoded: A Closer Look at the Proposed SEC Rules](https://crowdcheck.wptexan.com/podcasts/title-iii-decoded-a-closer-look-at-the-proposed-sec-rules/): Watch our joint webinar with Earlyshares to help you better understand the recently released proposed rules for securities crowdfunding. - [WBJ: How CrowdCheck shrugged off the JOBS Act's long crowdfunding delay](https://crowdcheck.wptexan.com/podcasts/wbj-how-crowdcheck-shrugged-off-the-jobs-acts-long-crowdfunding-delay/): Washington Business Journal takes a look at CrowdCheck's place in the securities and crowdfunding industry. - [CrowdCheck CLE Course Now Available - Securities Crowdfunding: An Overview](https://crowdcheck.wptexan.com/podcasts/crowdcheck-cle-course-now-available-securities-crowdfunding-an-overview/): The JOBS Act recently paved the way for securities crowdfunding - that is, when a large number of investors make small investments in companies via online portals. - [Podcasts](https://crowdcheck.wptexan.com/podcasts/): Watch our joint webinar with Earlyshares to help you better understand the recently released proposed rules for securities crowdfunding. - [CrowdCheck Memos](https://crowdcheck.wptexan.com/crowdcheck-memos/): Our memo offers guidance on what issuers can and cannot say about their offering and how to properly comply with the SEC's rules on communications related to Regulation CF offerings. - [Articles](https://crowdcheck.wptexan.com/articles/): The Jumpstart Our Business Startups Act (the ‘‘JOBS Act’’) was signed by the President on April5, 2012. - [Lexicon](https://crowdcheck.wptexan.com/lexicon/): An IPO occurs when shares of a company are sold to the general public on a securities exchange (typically NYSE or NASDAQ) for the first time. - [Our Partners](https://crowdcheck.wptexan.com/our-partners/): North Capital is a financial technology firm and registered broker-dealer focused on private and other exempt securities, providing agency brokerage, escrow services, secondary trading, and custody powered by its industry-leading API technology. - [Links](https://crowdcheck.wptexan.com/links/): FINRA is the largest independent regulator for all securities firms doing business in the United States. - [CrowdCheck Reports](https://crowdcheck.wptexan.com/crowdcheck-reports/): CrowdCheck investigates online securities offerings to help ensure they are legitimate, transparent, and compliant with the law. - [Education](https://crowdcheck.wptexan.com/education/) - [Blogs](https://crowdcheck.wptexan.com/blogs/): CrowdCheck has published a massive library of proprietary research & opinions that are utilized by nearly everyone in the space. - [Entrepreneurs](https://crowdcheck.wptexan.com/entrepreneurs/): As an entrepreneur seeking funding online, you must prove to potential investors that you are trustworthy. You also need to follow the law. - [Investors](https://crowdcheck.wptexan.com/investors/): Before making an online investment decision, smart investors review the company, employees, and business operations. - [Platforms](https://crowdcheck.wptexan.com/investment-platforms/): Regulation D (Rule 506) offerings made to accredited investors. - [CrowdCheck Law](https://crowdcheck.wptexan.com/crowdcheck-law/): CrowdCheck Law, LLP is an affiliated law firm of CrowdCheck, Inc., a market leader in compliance services for modern, online capital raising, driven by the new securities regulations, implementing the JOBS Act of 2012. - [Bad Actor Reports](https://crowdcheck.wptexan.com/bad-actor-reports/): Several exemptions that allow startups and small businesses to raise money by selling securities without registering the offering with the SEC, require that there are no “Bad Actors” participating in the offering. - [Resources](https://crowdcheck.wptexan.com/resources/): Memos & Useful Reports Learn More StartEngine is a leading equity crowdfunding platform in the U.S., where everyday people can find and invest in early-growth companies and startups. - [Contact Us](https://crowdcheck.wptexan.com/contact-us/): Name(Required) First Email(Required) Phone(Required)Are you interested in speaking with a lawyer regarding your company’s current offering or an upcoming regulatory deadline? - [About Us](https://crowdcheck.wptexan.com/about-us/): CrowdCheck offers protection against potential fraud and helps investors make safer investment decisions. - [Issuer Terms of Service](https://crowdcheck.wptexan.com/content/issuer-terms-of-service/): WHEREAS, the Company (as defined below) has engaged CrowdCheck Inc. 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