March 2020

Cannabis Endures, Despite COVID-19 Crisis

The cannabis industry, like nearly every facet of the economy, has been affected by the COVID-19 crisis, or the Coronavirus. Numerous states across the country have imposed a variety of measures to limit the spread of the Coronavirus, including stay-at-home orders, business closures and bans on gatherings between 5-10 people. While medically necessary, these measures have been financially difficult for many businesses across a variety of industries. However, COVID-19 has had a mixed impact on the cannabis industry.

Over the last few weeks – as the crisis ground many economic sectors to a halt – individual states have implemented a patchwork of policies to combat the spread of the Coronavirus and, ultimately, preserve their respective economies. Within the last month, seventeen states so far have issued stay-at-home orders, cautioned residents from leaving engaging in ordinary activity. Just this week, some Governors, including Governor Baker here in Massachusetts have issued orders minimizing non-essential activities outside of the home along with corresponding directions to close “nonessential” businesses. Of those seventeen states, fourteen have operational and integrated marijuana industries. Finally, nearly twelve of those fourteen have permitted some cannabis companies to remain operational during the Coronavirus crisis. In fact, only two Delaware … Keep reading

Raising Capital: Overview of Exemptions to Registration of Securities in Private Placements

These are uncertain times. Even before the world-wide COVID-19 pandemic, companies seeking to raise capital in the cannabis industry were facing challenges. However, some experts and insiders I’m hearing from are bullishly predicting that investors with dry powder will increasingly deploy capital for investment purposes. Other informed contacts are less optimistic, with forecasts painting a more negative outlook on the macro level.  As is often the case, both perspectives could turn out to be correct. Regardless, now, more than ever, with no accurate crystal ball in hand, it is critical for cannabis companies pursuing funding to be able to take comfort that they are properly navigating securities regulations.

This latest installment of my series on fundraising outlines at a very high level some of the most popular securities exemptions from registering securities.  Subsequent posts in this series will examine a number of these common exemptions in greater detail.

Under the federal securities laws, a company may not offer or sell securities unless the offering has been registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) or an exemption from registration is available.  A … Keep reading