Regulation A

 

On March 25, 2015 the SEC adopted final rules to update and expand Regulation A – an exemption from registration for smaller issuers of securities. The new rules – referred to as Regulation A+ – are mandated by the Jumpstart Our Business Startups (JOBS) Act and provide investors with more investment choices. The new rules under Regulation A (Regulation A+) will be effective 60 days following publication in the Federal Register.

Regulation A+ provides for two tiers of offerings. Both tiers are subject to certain basic requirements while Tier 2 offerings are subject to additional disclosure and ongoing reporting requirements.

About Regulation A

 

Tier 1

Offerings of securities up to $20 million in a 12-month period, with not more than $6 million in offers by selling security-holders that are affiliates of the issuer. Required to comply with the “blue sky” laws of every state in which the issuer plans to raise money. No audited financial statements required.

Tier 2

Offerings of securities up to $50 million in a 12-month period, with not more than $15 million in offers by selling security-holders that are affiliates of the issuer. Not required to comply with the “blue sky” laws in every state in which the issuer plans to raise money. Audited financial statements and ongoing SEC reporting are required. Tier 2 issuers are also provided means to concurrently list a class of securities on a national exchange through a short-form Form 8-A.

 

Filing Requirements

Initially, Tier 1 and 2 issuers would both file and qualify an offering statement on Form 1-A. Subsequently, Tier 1 issuers would provide certain information about their Regulation A offerings on Form 1-Z while Tier 2 issuers would be subject to an ongoing reporting regime. Tier 2 issuers would be required to file:

  • annual reports on Form 1-K;
  • semi-annual reports on Form 1-SA;
  • current reports on Form 1-U;
  • special financial reports on Form 1-K and Form 1-SA; and
  • exit reports on Form 1-Z.

Forms 1-A, 1-K, and 1-Z would require an XML component.

 

Our Form 1-A, 1-K, 1-SA, 1-U, 1-Z Solutions

Provide the original documents in MS Word, MS Excel, or PDF format. We will prepare the document in SEC EDGAR format (and XML where appropriate) and provide you with a proof. Upon your approval we will file Form 1-A, 1-K, 1-SA, 1-U, or 1-Z with the SEC EDGAR system.

 

Resources

 

The content of this page is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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