Mina Mar Group

Simply put general solicitation is an act of marketing capital raise publicly, but things are mot that simple. General solicitation is not precisely defined in statues and rules so Securities and Exchange Commission (SEC) takes case by case approach in case of violation "no general solicitation' requirement of Rule 506(b). It all started with JOBS Act in 2012, with purpose to make securities regulations friendlier form small businesses. General solicitation was banned since 1933 and Securities Act of 1933 in order to protect investors from scams and frauds. The Jobs Act required from SEC to amend existing and create new exemptions that will permit issuers of securities to raise capital without SEC registration. On July 19, 2013 SEC adopted amendments to Rule 506 of Regulation D. Another Rule of the same regulation, 506(b) provided issuer with conditions to rely on in order to met requirements of Section 4(a)(2) of Securities Act that exempts from registration "tr...

Restricted stock or restricted securities is unregistered stock that is not fully transferable until certain conditions are met and they must be traded in compliance with SEC regulations. After the conditions are met stock is no longer restricted and it becomes transferable.  Restricted stocks are often given to employees as a compensation that typically become transferable after certain conditions are met like continued employment for a period of time before vesting or achievement in particular product-development milestones, earning per share goals or other financial targets. Restricted stock is also given to corporate insiders like directors and executives, often after merger and acquisition, underwriting and affiliate ownership  to prevent early selling of stock that could negatively affect the company. Corporate affiliates can also lose the right on stock if they leave the company, fail to meet certain performance goals or break SEC trading restriction rules. Con...

Private placement memorandum also known as offering memorandum is the most important document for any private company that is raising capital. Such sale of stock, bonds or other securities directly to selected private investors is called private placement. Unlike company that is raising capital via traditional IPO and becomes publicly traded, company that utilizes private placement remains private. Private placement memorandum can be compared to prospectus in public offerings and its purpose is to provide prospective buyers with needed information. Offering memorandum gives in depth look at business and its operations explaining nature of business, terms of investments, potential risks and management among other things. Sometime it can be compared to thorough business plan but there is a difference. Business plan often has marketing purpose created to promote the company and attract investors. On the other side private placement memorandum is more factual and descriptive in t...

On July 10, 2013 the Securities and Exchange Commission adopted bad actor disqualification provision for Rule 506 of Regulation D under Securities Act of 1933, to implement Section 926 of Dodd-Frank Wall Street Reform and Consumer Protection Act. The disqualification and related disclosure provision appear as paragraphs (d) and (e) of Rule 506, of Regulation D. The Bad Actor rule prohibits company (the issuer) to use registration exemption if the issuer or any other associated person has been convicted of or subjected to judicial or regulatory sanctions for certain violation of U.S law. Exemption from registration under Regulation D helps thousand of businesses to raise capital worth billions of dollars. T he “Bad Actor” rule is codified as new paragraphs (d) and (e) to Rule 506.  Rule 506(d) provides that the exemptions in Rule 506(b) and Rule 506(c) are not available if the issuer or any associated person is statutorily disqualified. This includes all of the following: ...

Selling restricted or control shares is not an easy task. Securities and Exchange Commission has enforced Rule 144 that set conditions under which restricted, unregistered and control shares can be sold or resold. This type of sale is very close to interest of the issuing company so SEC demands that those type of securities be registered. Under Securities Act of 1933 all securities must either be registered with SEC or be exempt from registration requirements. Rule 144 provides exemption that allows the resale of unregistered securities in public stock market if a number of conditions are met. Even if you meet requirements transfer agents needs to remove the restrictive  legend so the sale will be possible. Investor usually acquire those types of shares through private placement or stock benefit plans offered by their employee. Restricted stock are nontransferable shares of ownership in a corporation, usually issued as a compensation, stock benefits plan, in exchange for pr...

Rule 506b of Regulation D is considered as a 'safe harbor under section 4(a)2. Companies conducting an offering can raise unlimited amount of money and can sell securities to an unlimited number of accredited investors. An offering under rule 506b is subjected to following requirements: No general and internet  solicitation  is allowed. Marketing is limited, only to known investors. Securities cannot be sold to more than 35 non-accredited investors. There is no limitation on accredited investors. Private placement memorandum is not required but it is typically used if all investors are accredited. To non-accredited investors must be provided with disclosure that generally contain the same information as provided in registered offering. Financial statements are required for non-accredited investors. It may differ depending on the offering which are placed in three categories: offerings up to, $2 million, $7.5 million and offering above $7.5 milli...

Private placement refers to offering and selling shares in a company to a small group of buyers. The buyers are typically sophisticated investors like banks, pension funds, mutual funds, insurance companies and very wealthy investors. In the United States private placement  are subject to Security and Exchange  Commission regulation under the Securities and Exchange Act of 1933. Private placement is different from public offerings where the securities are sold on the open market to any investor. Private placement is considered a cost-effective way of raising capital without going public through IPO. Companies that want to organize public placement event don't have to be registered with the SEC if certain private placement offering requirements are met. These requirements are specified in a SEC rule called Regulation D. It also doesn't require prospectus, instead private placement are sold using a private placement memorandum and cannot be broadly marketed to the...

Both privately-held companies and publicly-traded ones face a similar set of challenges to their growth trajectory, profitability and corporate reputation. These challenges include branding, operational efficiencies, funding for business expansion and public perception. Through an integrated set of related services, Mina Mar Group (MMG) helps companies to realize their full potential. Our goal at MMG is to minimize our clients’ cost of capital by helping them access capital and attain a market valuation that coincides with the performance of the company. We are a boutique financial services firm that strives for exceptional relationships by raising and lending venture capital, creating positive change for the small cap business entrepreneur. We build strong foundations with our personal and professional approach, helping businesses grow and reach their objectives. MMG will be involved in implementation and evaluation of selected business strategies with you from A to Z from inceptio...