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Capital Raising

Newest information about capital raising.

What is rewards-based crowdfunding?

Rewards-based crowdfunding is perhaps the most recognizable type of crowdfunding. This is due in large part to the success of early movers in the space, like Kickstarter and Indiegogo. Like most crowdfunding campaigns, rewards-based campaigns typically involve small dollar contributions from individuals to projects in return for some kind of reward. Unlike securities-based campaigns, contributors …

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What is a Form 10-K (Annual Report)? And how to read it.

If you are an investor and want to follow or invest in a company with securities registered in the U.S. (i.e., a “public company”), the Form 10-K (Annual Report) is a great educational resource about public companies. Public company annual reports are filed with the U.S. Securities and Exchange Commission (the “SEC”) on a Form …

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Do antifraud provisions apply to exempt offerings?

In the United States, antifraud provisions apply to all securities transactions, including exempt transactions. Companies are responsible for the statements they make when offering or selling securities and false or misleading statements are subject to liability under the antifraud provisions. This applies to oral and written statements. The federal government in the United States can …

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What are restricted securities?

In the United States, “restricted securities” are securities that are subject to restrictions on transfer by their owner or holder. They are typically acquired in unregistered, private offerings either directly from the company issuing them or an affiliate of that company. Investors that purchase or receive securities in, among others, private placements, Rule 506(c) offerings …

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Considering conducting a Reg CF securities offering?

Selling securities is serious business. It involves regulated conduct generally designed to provide investors with information about the investment opportunity and ensure that there is some accountability (liability) for the information so provided. Companies considering selling securities pursuant to Regulation Crowdfunding (“Reg CF”) should consider, among other things: The cost and benefit of disclosure There …

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What is an Initial Coin Offering?

In recent years and in many parts of the world, companies, individuals, and technical developers have used initial coin offerings, also called “ICOs,” “token sales,” and “digital asset sales,” as a way to raise capital to fund the development of blockchain-based technologies, networks, and services. This method of capital raising is novel in that it …

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What is a blockchain? How does it work?

A blockchain is a distributed ledger technology (DLT) or list of entries – similar to a stock ledger – that is maintained by various participants in a network of computers and allows data to be stored globally on thousands of servers.  Blockchains use cryptography to process and verify transactions on the DLT, which makes it …

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What is a digital asset, coin, or token?

A digital asset, coin, or token (aka – virtual currency) is a digital representation of value that functions as a medium of exchange (commodity) and can be traded digitally often using distributed ledger (blockchain) technology.  Digital assets may represent other rights as well, including securities.  If a security, the digital asset must be offered and …

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What is a digital asset trading platform?

A digital asset trading platform (aka – “virtual currency exchanges” or just “exchanges”) is an entity (or person) that exchanges virtual currency for fiat currency, funds, or other forms of virtual currency.  Digital asset trading platforms typically charge fees for their services.  Aftermarket trading of digital assets may also occur on so called, “exchanges.”  These …

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Considering contributing to an initial coin offering?

Here are some things you should consider if you are contemplating contributing to an initial coin (or digital asset) offering: Is the ICO or digital asset offering really just a securities offering in disguise? If so, the offer and sale of the digital asset must be registered with the SEC, or offered pursuant to an …

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