As a corporate strategies consultant with a firm that focuses exclusively on authoring business plans, private placement memorandum (Regulation D rules 504, 505 and 506), facilitating initial and/or direct public offerings via our database of investors and taking companies public on the OTCBB, I am consistently confounded by companies that... read more →
May
10
May
05
Regarding the sale of private placements, it is very important for clients to recognize that the investment landscape has changed over the past few years. I’m, specifically, referring to the heightened interest on the part of the US Attorneys’ and the SEC’s offices concerning improperly drafted or flawed sponsor offerings.... read more →
Mar
01
An institutional quality investor package includes (1) a PPM drafted by an experienced securities law firm with experienced PPM lawyers, like ours; (2) an institutional quality business plan; and (3) an institutional quality 6-8 page pitch book. A very small percentage of seed stage companies will be able to raise money... read more →
Feb
01
This article explains in detail how to determine when promissory notes are securities and when they are not. Why do you care, you may ask? Well, the answer is simple: When a promissory note is not a security, you are not required to register it as a security when you... read more →
Jan
01
Any stock purchased in a private offering is transformed into restricted stock and therefore, becomes a restricted security. Restricted securities must be sold in compliance with Rule 144, The Section 4(1.5) Exemption, or must be properly registered for resale. Most often restricted stock can be identified via a legend on... read more →
Dec
01
Any individual selling stock for another must comply with the broker laws imposed by the SEC. This is true whether the individual is a family member, friend, director or employee. If the individual selling the stock regularly sells such stock, he must be properly registered as a broker with the... read more →
Nov
01
Here is a brief discussion of how to locate and solicit investors for a private placement. This article covers offerings for angels or VCs under Regulation D, Rule 504 or 506. PROHIBITIONS AGAINST GENERAL SOLICITATIONS AND ADVERTISING An issuer may not, per Regulation D and/or Rule 502(c), offer to sell... read more →
Oct
01
Tough economic forecasts or down markets create an unsure market for companies looking to raise capital through an IPO (Initial Public Offering) or secondary public offering. In fact, many companies that register IPO's have "pulled the plug" until they are certain they can raise the money desired with a good... read more →
Sep
01
Markets in a downturn often halt new secondary offerings and IPOs, causing companies to wait and hope for a quick return to the upside. While new secondary offerings and IPOs are one way of raising working capital, there are many other ways, each source having specific limitations and requirements. For... read more →
May
01
You Don’t Have to Beg Institutions and Broker Dealers to Sell Your Private Placement Offerings. If you believe the public would buy shares in your company, you can take control of your destiny and “take your company public." A direct public offering is an initial public offering (IPO) where the... read more →