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

I recently joined the board of directors of the Crowdfunding Professional Association.  The board asked me to draft a letter to the Securities and Exchange Commission requesting emergency temporary relief from the onerous requirements under Regulation Crowdfunding to prepare reviewed financial statements.  We submitted the letter on April 7.

To our surprise, the SEC released emergency temporary rules on May 4.  The key provisions are:

• financial statements do not need to be prepared to launch a campaign (but investment commitments cannot be accepted until the financial statements are provided)
• the amount you can raise without having to prepare reviewed financials has been increased from $107,000 to $250,000

These temporary rules apply for Regulation Crowdfunding campaigns started between now and August 31, 2020, and the issuer must have been organized and operating for at least six months.

If you’d like to take advantage of these temporary rules, please contact me at in...more

It’s no secret that investing in early-stage, private companies is extremely risky. As with any investment, investors need to balance this increased risk with an increased potential reward.

So what kind of financial returns should you expect - and demand - as an equity crowdfunding investor? 

While equity crowdfunding is still in its infancy, we can look at a combination of past early-stage investment performance along with some current equity crowdfunding results to begin to build a picture of what types of returns investors might seek.

After all, if there is only a minor boost in returns offered between passive public market index funds and the active efforts involved in screening equity crowdfunding deals, many investors will likely stick with ETFs and index funds.

First, we will look at some private market studies on Angel Investors and Early-Stage VCs that suggest early-stage investments have historically obtained an average ~26% Internal Rate of Return (IRR).

Next, since ear...more

With more than 90% of Seed and Series A startups failing to provide an exit for investors, investing money in an early-stage business is not for the faint of heart. To help entice more investors to risk their capital in early-stage ventures, the U.S. provides special tax relief for startup investors.

While startup investments can qualify for long-term capital gains, certain investments can qualify for even more preferential U.S. tax treatment - sometimes up to 100% tax-free gains.

The three tax sections of the Internal Revenue Code (IRC) that every startup investor should be aware of are:

• Section 1202 (gains)
• Section 1045 (rollovers)
• Section 1244 (losses)

We previously covered five key tax questions every startup investor must answer. Let’s now explore the potential federal tax write-offs from one of those questions in more detail.

Section 1202 - up to 100% exemption on QSBS gains (up to $10M or 10X cost basis)

The first startup investment tax benefit is under Section 1202 of the Int...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

Laundering Cannabis Cash to Pay Federal Taxes - A Proprietary Process. 

Note - this is an ad for the Ascendant Management Compliance Conference in Scottsdale, Arizona and the AvantPay Cannabis Conference in Washington, DC this September. Don’t waste your time reading it if you don’t want to make money in regulated cannabis industry. Thanks! - Samson 

In order to pay Federal Taxes many licensed, regulated, cannabis companies have to launder their cash. Why? Because banks will not open an account for a cannabis business due to cannabis being illegal at the Federal level. How exactly then do dispensaries, cultivators, retailers, transportation and other cannabis businesses pay Uncle Sam taxes if they can’t legally open bank accounts? The answer to that is a proprietary process. 

Too, the conversation really hits home and highlights the pain point that cannabis entrepreneurs face when you consider that without a bank account how do these small business owners do all the extr...more

In June, Facebook released its much-anticipated whitepaper for its cryptocurrency Libra Coin. What follows is my first impressions of what this means and why Facebook’s move is so interesting. I will admit I was betting on Amazon releasing a token before anyone else. Alas, they did not and instead Amazon has gone full on into the money transfer business in a tiny market called India. That though is a story for another time. Here are some of my initial thoughts regarding Facebook’s Libra Coin: 

1. Hedge Fund? Upon my initial reading of the Libra Coin white paper, I had a distinct feeling that the Libra Reserve was just a hedge fund. I felt this way because of the language of how the reserve works and the assets it would manage on behalf of the Libra Coin. Too, because the “nodes” of the network had to contribute $10M to be a validator or part of the network. To me that sounded like 70 entities and counting that each invested $10M into a fund. What does this fund do? Hedges risk assoc