Regulation A+ & Going Public

Regulation A+ & Going Public

Regulation A+ & Going Public

Regulation A+ Tier 1 & Tier 2 Offerings provide unique exemptions designed to fit the needs of your small business. The Regulation A+ Offering Exemption

Copyright 2015 All Rights Reserved Hamilton & Associates Law Group, P.A. Securities & Going Public Lawyers

1Regulation A+ TiersRegulation A+ implements Title IV of the JOBS Act and provide for two tiers of offerings:Tier 1 consists of securities offerings of up to $20 million in a 12-month period, with no more than $6 million in offers by selling security-holders that are affiliates of the issuer.Tier 2 consists of securities offerings of up to $50 million in a 12-month period, with no more than $15 million in offers by selling security-holders that are affiliates of the issuer.

Find More Information About Regulation A+ Tiers HereCopyright 2015 All Rights Reserved Hamilton & Associates Law Group, P.A. Securities & Going Public Lawyers

2Who is eligible to use Regulation A+?Regulation A+ is limited to companies organized in and with their principal place of business in the United States or Canada. The exemption is not be available to companies that:Are already SEC reporting companies and certain investment companies;Have no specific business plan or purpose or have indicated that their business plan is to engage in a merger or acquisition (including a reverse merger) with an unidentified company;Are seeking to offer and sell asset-backed securities or fractional undivided interests in oil, gas or other mineral rights;Have been subject to any order of the Securities & Exchange Commission under Exchange Act Section 12(j) entered within the past five years;Have not filed ongoing reports required by the rules during the preceding two years; andAre disqualified under the bad actor disqualification rules.

Copyright 2015 All Rights Reserved Hamilton & Associates Law Group, P.A. Securities & Going Public Lawyers 3SEC Reporting & Regulation A+Companies that conduct a Regulation A offering must file a Form 2-A with the SEC every 6 months to report sales in the offering, and submit a final filing to the SEC within 30 days after theofferingis complete. Issuers inRegulation A, Tier 1 offerings must file a Form 1-Z within 30 days after heofferingis completed or terminated. Issuers conductingRegulation A, Tier 2 offering must report the same information on Form 1-Z or, depending on when theofferingis terminated, in their annual report on Form 1-K. All Regulation A+ filings must be made through the SECs EDGAR database.


4Regulation A+ Tier 2 Reporting

In addition to the basic reporting requirements applicable to both Tier 1 and Tier 2 Regulation A+ offerings, companies conducting Tier 2 offerings are subject to other SEC reporting requirements, including:A requirement to provide audited financial statements.A requirement to file annual, semiannual, and current event reports. Issuers inRegulation A, Tier 2 offerings become subject to ongoing SEC reporting obligations which include: (i) annual reports on new Form 1-K; (ii) semiannual reports on new Form 1-SA; (iii) current information reports on the new Form 1-U; and (iv) depending on the financial statements included in the Form 1-A and the timing, special financial reports on new Forms 1-K and 1-SA are required for certain gaps in financial reporting periods.


5Blue Sky Laws & Regulation A+

Regulation A+ preempts state registration and qualification requirements forofferingsto qualified purchasers, in Tier 2 offerings.Regulation A+ Tier 1offeringsare subject to state registration and qualification requirements.NASAAs coordinated review program will apply only to Tier 1 offerings. NASAAs coordinated review process for Regulation A offerings streamlines multi-state review protocols for Regulation A offerings. NASAAs review process, eases costs and other regulatory burdens on small companies seeking to raise capital while implementing protections for investors. Presently, 48 states and territories have agreed to participate in NASAAs coordinated review process.


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Regulation A+ & Going Public

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