Temporary SEC rules ease Regulation Crowdfunding to address urgent COVID-19 capital needs

·       Non-U.S. issuers;

·       Issuers that are required to file reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934;

·       Investment companies;

·       Blank check companies;

·       Issuers that are disqualified under Regulation Crowdfunding’s

disqualification rules;

·       Issuers that have failed to

file the annual reports

required under Regulation Crowdfunding during the

two years immediately

preceding the filing of the offering statement

·       The issuer cannot have been organized and cannot have been operating less than six  months prior to the

commencement of the offering; and

·       An issuer that has sold

securities in a Regulation

Crowdfunding offering in the past, must have complied with the requirements in section 4A(b) of the Securities Act and the related rules.

$107,000 and not more

than $250,000 in a 12-month period

·       The offering remains open

for a minimum of 21 days;

·       The intermediary provides

notice about the new

offering deadline at least

five business days prior to

the new offering deadline;

·       Investors are given the

opportunity to reconsider

their investment decision

and to cancel their

investment commitment

until 48 hours prior to the

new offering deadline; and

·       At the time of the new offering deadline, the issuer continues to meet or exceed the target offering amount

·       The issuer has complied with the disclosure requirements in the temporary rule amendments;

·       The intermediary provides notice that the target offering amount has been met; and

·       At the time of the closing of the offering, the issuer continues to meet or exceed the target offering amount

in the issuer’s offering materials. Thereafter, an investor is not able to cancel any investment commitments made within the final 48 hours of the offering (except in the event of a material change to the offering).

the time of the investor’s

investment commitment (or such

later period as the issuer may designate). After such 48 hour

period, an investment commitment may not be cancelled unless there is a material change to the offering. The issuer must describe the process to cancel an investment commitment including: (i) that investors may cancel an investment commitment for any reason within 48 hours the time of an investment commitment (or such later period as the issuer may designate); (ii) the intermediary will notify investors when the target offering amount has been met; (iii) the issuer may close the offering at any time after it has aggregate investment commitments for which the 48-hour right to cancel (or such later period as the issuer may designate) has elapsed that equal or exceed the target offering amount (absent a material change); and (iv) if an investor does not cancel an investment commitment within 48 hours from the time of the binding investment commitment, the funds will be released to the issuer upon closing of the offering and investor will receive securities in exchange for the investment.