ACCESSING CAPITAL

Click on the transaction titles below to view a brief description.

Rule 504 of Regulation D provides an exemption from the registration requirements of the federal securities laws for some companies when they offer and sell up to $5,000,000 of their securities in any 12-month period.  Except in limited circumstances, purchasers of securities offered pursuant to Rule 504 receive “restricted” securities, meaning that the securities cannot be sold for at least six months or a year without registering them. [ Learn More ]

The new rules update and expand Regulation A, an existing exemption from registration for smaller issuers of securities. The rules are mandated by Title IV of the Jumpstart Our Business Startups (JOBS) Act.

The updated exemption will enable smaller companies to offer and sell up to $50 million of securities in a 12-month period, subject to eligibility, disclosure and reporting requirements. [ LEARN MORE ]

An Opportunity Zone is an economically-distressed community where new investments, under certain conditions, may be eligible for preferential tax treatment. Localities qualify as Opportunity Zones if they have been nominated for that designation by the state and that nomination has been certified by the Secretary of the U.S. Treasury via his delegation of authority to the Internal Revenue Service. [ LEARN MORE ]

“PIPE” stands for “private investment in public equity.” In a PIPE offering, investors commit to purchase a certain number of restricted shares from a company at a specified price. The company agrees, in turn, to file a resale registration statement so that the investors can resell the shares to the public. To the extent that they increase the supply of a company’s stock in the market, PIPE offerings can potentially dilute the value of existing shares. [ LEARN MORE ]

1. Opportunity Zone Legislation Intent

2. Characteristics of Opportunity zone Legislation

  • Tax deferral
  • Tax Discount
  • Tax forgiveness

3. The two Structurer of OZ

4. Single Asset Transaction

  • Has 181 days after sale of assets to re-invest in an opportunity project

5. OZ Fund When raising a fund there are significant and substantial consideration.

  • Has up to 3 years to deploy capital that has been raised
  • Securities Law governs the solicitation of capital from Investors
  • The regulations concern who can invest,
  • Where you geographically raise capital
  • Reporting
  • Due diligence report provided by third party required SEC
  • Offering memorandum, subscription, partnership agreement and management agreement
  • Regulation documents must be drafted base on the regulation act for which you are raising capital Ex. REG-D506B or REG-D506C

6. Discussion on what I believe is successful executable strategy

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