Presenting a live 90-minute webinar with interactive Q&A Reg A+ Securities Offerings and FAST Act: Navigating New Rules and Leveraging Capital Raising Opportunities WEDNESDAY, MARCH 2, 2016 1pm Eastern | 12pm Central | 11am Mountain | 10am Pacific Today’s faculty features: Albert Lung, Of Counsel, Morgan Lewis & Bockius , Palo Alto, Calif. Robert R. Kaplan, Jr., Kaplan Voekler Cunningham & Frank , Richmond, Va. Brenda Hamilton, Esq., Hamilton & Associates Law Group , Boca Raton, Fla. The audio portion of the conference may be accessed via the telephone or by using your computer's speakers. Please refer to the instructions emailed to registrants for additional information. If you have any questions, please contact Customer Service at 1-800-926-7926 ext. 10 .
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Reg A+ Securities Offerings and FAST Act: Navigating New Rules and Leveraging Capital Raising Opportunities Robert R. Kaplan Jr. March 2, 2016
Offer Name/Filing Date Sponsor Gross Offering Distributing Party Status Amount Industry Market Name Initial Amt (Broker/Underwriter) Raised Filing Sun Dental 9/3/15 Minimum of VRA Partners, LLC, as Placement Qual Unclear Medical Device - Dental No current plans to list Holdings, LLC $5MM; maximum Agent: $50K retainer + 4.5% 12/1/15 of $20MM Class commission on aggregate units sold. A Common Units Intention to supplement with non- commissioned “ crowdfunding platforms” (Internet -based) Allegiancy, LLC 9/3/15 All or nothing for W.R. Hambrecht & Co. Amend 3 None Real Estate Asset Management OTCQX (follow-on $30MM of Services from Common Stock 2013 offering) PE – Purchase RIA Firms AWA Group, LP 6/26/15 Minimum of Issuer selling Qual Unclear No current plans to list $20MM, 1/25/16 maximum of $50MM of Class A Common Units Medical Device – Human Tissue Aperion Biologics, 9/21/15 $25M W.R. Hambrecht & Co. Amend 9 None NASDAQ Capital Markets Inc. 1/19/16 Coastal Financial 8/24/15 Merger and share None 1-Z Merger Bank Holding Company None yet Corporation exchange complete GoChip Inc. 7/6/15 Up to $20MM Issuer selling Amend 2 None Digital entertainment No plans Class B Common Stock Elio Motors, Inc. 8/28/15 $12.6MM Issuer Selling Qual @$17MM Auto OTCQX minimum, 11/20/15 $25.08MM maximum of Common Stock Sprinter Football 9/3/15 $20MM maximum Issuer selling Amend 3 None Soccer club Unclear Club, Inc. Real Estate Development – Series None – short term debt Groundfloor 3/23/15 Constantly Issuer selling Qual $1,808,000 Finance Inc.. increasing as 2/5/16 of Limited recourse obligations for projects are each property (single family) added StepOne Personal 5/6/14 $10MM Issuer selling Qual Unclear Online Medical Technology Listing or additional offering in 12 Health Inc. maximum; $1MM 12/31/15 months minimum of 9% Convertible Preferred Stock ralliBox Inc. 8/12/15 $3MM Issuer selling Qual Unclear Internet platform for e-commerce Unclear 11/2/15 6
Financial Services – Create Alternative 3/20/15 $20M maximum Issuer selling Amend 1 None None Securities Markets (Debt 8/13/15 ASMX exchange Group Corporation Instruments) Real Estate – Senior Housing Tuscan Gardens 6/22/15 $50MM Issuer selling Amend None Repayment upon sale of property Secured Income maximum 9/29/15 in 5 to 7 years Fund LLC aggregate (Series C) (Series of Preferred for each property) Weed Real Estate 6/29/15 $1.25MM Issuer selling Amend 5 None Real Estate - acquire and lease OTCQB Inc. 1/28/16 growing space and related facilities to licensed marijuana growers and dispensary owners for their operation Beautykind 2/5/15 $10MM W.R. Hambrecht + Co., LLC Initial filing None Beauty products OTCQX Holding, Inc. Coastal Banking Merger Co. Inc. Real Estate – single and multi- Chicago Housing 1/27/16 $20MM (9% Issuer selling Initial filing None Listing or additional offering in 12 REIT, Inc. Debt) family months CF Fund II, LLC Withdraw (withdrawn) Real Estate – Hotel development San Carlos Resort, 1/7/16 $20MM (Series Issuer selling Initial filing None None LLC Debt) Virtuix Holdings 1/4/16 $15MM SeedInvest Amend 5 None Virtual reality device None Inc. (Preferred 1/29/16 Convertible into Common) Real estate investment – Existing GK Investment 12/23/15 GK $50MM JCC Advisors Initial None None Holdings, LLC Developmen (Unsecured 7%) Filing income producing properties t Hamilton National 12/21/15 $50MM Common Issuer selling Initial None Mortgage REIT None Income Trust, Inc. Filing PE – Investments in middle market Hunting Dog 12/22/15 $50MM W.R. Hambrecht + Co., LLC Amend 1 None NASDAQ Capital Market Capital Corp 12/23/15 companies Advanced 12/17/15` $10MM Issuer selling Amend 1 None Software analytics None Predictive Promissory Notes 1/29/16 Analytics Holding, Inc. Boxx Corp 12/17/15 $10MM 9% Issuer selling Initial None Electric scooters None Filing 12/15/15 Rise $50MM Common Issuer selling Qual Unclear REIT – Diverse assets Liquidity transaction in 5 years Fundrise Equity REIT, LLC Companies 1/5/15 Planters Holding 12/7/15 Merger Qual Co 12/30/15 Aircraft – verticle takeoff plane XTI Aircraft Co 12/10/15 $20MM Common Issuer selling Qual Unclear None 1/21/16 12/10/15 Caprock Oil $6.4 MM Unclear Amend 3 None Self-Storage OTC Pink Stack-It Storage Inc. 2/4/16 Streetshares, Inc. 12/4/15 $50MM Notes Issuer selling Amend 5 None Online loan marketplace None 2/5/16 7
Advantameds 11/6/15 $20M Issuer selling Qual None To acquire controlling interests None Solutions USA 1/14/16 in 4 Development Companies Fund I, Inc. Fundrise Real 11/3/15 $50MM Issuer selling Qual $16.9MM Mortgage REIT None Estate Investment 11/24/15 Trust, Inc. Medalist 10/5/15 $30MM Moloney Securities Initial None Equity REIT OTC Diversified REIT, Filing Inc. Waybetter, Inc. 1/15/16 $20MM Series B Issuer selling Initial None Health games None Preferred Filing Software – Digital currency Great Coin, Inc. 11/10/15 $50MM Issuer selling Amend 1 None ATS 12/31/15 Punch TV Studios 10/26/15 $50MM Issuer selling Amend 4 None Studio development None Inc. 2/8/16 Chameleon Media 5/15/15 $20MM Issuer selling Amend 1 None Film and TV program development None Group Inc. 10/23/15 CMX Gold & Silver 10/23/15 $450,000 Issuer selling Qual Unclear Develop silver mine Canadian Stock Exchange Corp 2/3/16 8
Keys to Reg A Not limited to Accredited General solicitation allowed Trading markets developing for liquidity Transparency with ongoing reporting Access equals delivery for sales 9
Two “Tiers” of Regulation A offerings Tier 1 – consists of those offerings already covered by Regulation A, or offerings of up to $20 million in a trailing 12- month period, including up to $6 million for the account of selling security-holders. Tier 2 – offerings of up to $50 million in a trailing 12-month period, including up to $15 million for the account of selling security-holders. 10
Eligible issuers: Companies organized in and with their principal place of business in the United States or Canada Not eligible: – Are already SEC reporting companies or Investment Companies, including BDC’s. – “Blank Check” Companies. – Have not filed the ongoing reports required by the proposed rules during the preceding two years (if required to). – Are or have been subject to a Commission order revoking the company’s registration under the Exchange Act during the preceding five years. – Are disqualified under the proposed 506 “bad actor” disqualification rules. 11
Eligible Securities BROAD! no asset-backed securities or fractional undivided interests in oil, gas, or other mineral rights. 12
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