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. The SEC heard the complaints from issuers on this point and have adopted a testing the waters provision that is substantially similar to that used in Reg A.

Under new Rule 206, issuers contemplating an offering under Reg CF may make written or oral offers to test the waters (“TTW”) prior to filing a Form C. Once the Form C is filed, the offering is live and no more TTW can be done. There is no restriction on the content of TTW communications, as there are for solicitations after the Form C has been filed under Rule 204(b), however, any TTW must include a legend containing the following:

(1) That no money or other consideration is being solicited, and if sent in response, will not be accepted;

(2) That no offer to buy the securit...more

Friday, September 11, 2020

Dear friends,

I am hopeful that my letter to you all today, of all days, will shine a ray of light through what has been an otherwise dark year for many Americans. Between the tragedy of a global pandemic needlessly costing countless people their lives, and the financial hardship that many families are just beginning to feel, we find ourselves at an unimaginable intersection where guidance, faith and endurance will determine our path forward, our collective future.

Unlike many addresses you may have endured in the past, this one will not pander nor preach. Instead, it will restate our promise, illustrate our achievements, and outline our plans in hopes that it will inspire you to take action in support of a higher mission we’re all familiar with—a more perfect union.

I present this letter as a partner in the unifying mission of personal, professional and communal success only made more attainable by the vision, labor and commitment of the many volunteers that...more

On July 16, 2020, Republic will officially launch its sale of the Republic Note profit-sharing token at a price of $0.12 per Note token. Accredited investors will be able to purchase the tokens under Reg D on July 16, while non-accredited investors will have to reserve their allocation of tokens and wait until the approval of the Reg A offering later this year.

While there is no arguing that Republic's Note token is innovative and pushing the industry forward, everyone has been asking me one question over the past few weeks. Is the Republic Note token a good investment? 

While this article is not investment advice and investors have different goals and risk tolerances, we will attempt to provide an independent analysis of whether the $0.12 per Note price is fairly valued or not for investors. We will perform a Discounted Cash Flow (DCF) analysis for optimistic, typical, and pessimistic scenarios to arrive at a rough valuation range for the Republic Note token.

To download a copy o...more

Cannabis + Crowdfunding: The Future of Green Financing.

There is no money in growing cannabis. This is not a debate, it’s just a simple fact. There is a reason you’ve never meet a rich rice, banana, tobacco, watermelon and definately dairy farmer. Farmers are at the bottom of the revenue stream. Why is that? Commodities. Once something is commoditized farmers always get screwed. Yes, farmers do the hardest work/labor. However, who makes the most money in any commoditized ecosystem? Hint, it’s not retailers. So, if you’re question is, 

“Can I use Reg CF, Title III of the JOBS Act, to raise up to $1.07M dollar for my cannabis farm?” 

The answer is, “Yes, you can. But don’t do it. Cannabis cultivation is a dead industry”. I know. I know. How can something be a dead industry when its not even taken off yet? I said cannabis cultivation is a bad bet. You simply can’t scale as fast as the cigarette companies. However, there are many avenues to make money in the cannabis spa...more

Last week JP Morgan announced that it had developed its own cryptocurrency, the“JPMCoin”. Lost in the much of the noise about whether or not the JPMCoin is a real blockchain or cryptocurrency is the fact that, for mainstream blockchain adoption, the announcement is a big deal. Don’t get me wrong. The JPMCoin is no more a cryptocurrency than say Fortnight’s V-Bucks or your airline miles are. However, for blockchain the technology (even if JPMorgan isn’t actually using a blockchain) the mere mention of the possibility that blockchain like tech is being adopted by the 6th largest bank in the world, a meaningful way, is a big step towards mainstream adoption.

As you consider this here are a few points you can confidently share with your colleagues and friends:

1. The #JPMCoin isn’t a #blockchain or a #cryptocurrency
2. That doesn’t matter because JPMorgan’s modern day #DigitalAbacus does solve real business problems and proposes real operational cost savings,

Sponsored by: Blockchain SmartTech

Magic Whale Formula:

The 3 ingredients for attracting investors to your crowdfunding (ICO/STO) campaign  

Below is a redacted and slightly edited and updated version of a memo provided to a client regarding how to attract investors to their business, in mid 2017. For background, they’re a 5 year old private investment firm, whose stock is traded OTC and who invest in startups focused on blockchain tech. To further this model they were exploring additional ways to raise capital, specifically to acquire more startups. Below is a high level framework of what investor “whales” are looking for. This is not investment advice. These are redacted insights into what you should be considering if you’re looking to also engage potential investors in your business enterprise.

If you don’t have time to read it all, I’ll summarize: It still takes money to make money.

Note - all crowdfunding campaigns (regardless of if you call them ICOs / STOs) require a legitimate business model, ta...more

I owe Jack Shaw a favor. It’s one of those, “This one time in Cambodia...” type of favors. We won’t speak of it beyond perhaps a nod and wink. It’s not written down anywhere; the details of such are so vague as to be almost non existent, while encompassing the known universe. It expires upon death, of the sun; and can be redeemed whenever and by another person who need only walk up to me and say, “Jack Shaw sent me. He says to tell you ________”. And tada, that favor has been redeemed for value.

Jack would call this favor a “marker.” It’s more valuable than your house, the Empire State Building & 100k Bitcoins combined. It can even be redeemed for something even more precious, my time or an opportunity or access to my network. You know, those things that money can’t buy. Well, you can lease my time from time to time.

Favors, markers and promises are humanities’ first virtual currencies.

They’ve gone digital recently, as Jack might redeem his marker via a Wh...more