Regulation A+

In 2015, the Securities and Exchange Commission expanded Regulation A to Regulation A+, also called a “mini-IPO” offering, adding specific provisions to facilitate more capital raising. Expanding Reg A+ allows smaller companies to grow with the help of the general public. The SEC requires companies utilizing Tier 2 offerings to employ a transfer agent to manage their shareholders and issuances of stock.

 

Reg A+ Tier 1

Reg A+ Tier 2

Limits on Offerings Within a Year

$20 million max per 12 month period

$50 million max per 12 month period

General Solicitation allowed?

Yes

Yes

Issuer Eligibility

Available to all private companies headquartered in the U.S. and Canada.  Available for private companies and now SEC fully reporting (publicly-held) companies as of 12/19/2018.  Not available to companies registered under Investment Act of 1940 and BDCs; development stage companies; companies not current in ongoing reporting under Regulation A for previous offerings; current or previous denying, suspension, or revoking of class of securities pursuant to Section 12(j) within last five years; “bad actor” disqualification

Available to all private companies headquartered in the U.S. and Canada.  Available for private companies and now SEC fully reporting (publicly-held) companies as of 12/19/2018.  Not available to companies registered under Investment Act of 1940 and BDCs; development stage companies; companies not current in ongoing reporting under Regulation A for previous offerings; current or previous denying, suspension, or revoking of class of securities pursuant to Section 12(j) within last five years; “bad actor” disqualification

Eligible Investors

Any, including non-accredited investors; Affiliates of the issuer can invest up to $6mm, no limit to number of investors in most cases

Any, including non-accredited investors; Affiliates of the issuer can invest up to $15mm, no limit to number of investors in most cases

Annual Individual Investment Limits

None

No more than 10% of the individual’s net worth or annual income unless the purchaser is an accredited investor or the securities will be placed on a national exchange upon qualification.

Resale Restrictions

None

None

State Requirement Exemptions?

Blue Sky state securities filings required in all 50 states.

State registration is preempted for all 50 states.
However, the following additional requirements exist:
“Issuer-Dealer” Registration is required for issuers involved in selling the securities themselves in AZ, FL, ND, NE, NY, TX.
Agent Registration is required for any officer or director undertaking selling efforts in AL, NV, NJ, WA.

SEC Filing Requirements

Must file Form 1-A, no ongoing reports except Exit report

Must file Form 1-A, and ongoing reports: Annual, semi-annual and current reports

Reg A+ Tier 1

Limits on Offerings Within a Year

$20 million max per 12 month period

General Solicitation allowed?

Yes

Issuer Eligibility

Available to companies headquartered in the U.S. and Canada. Not available to existing fully reporting companies; companies registered under Investment Act of 1940 and BDCs; development stage companies; companies not current in ongoing reporting under Regulation A for previous offerings; current or previous denying, suspension, or revoking of class of securities pursuant to Section 12(j) within last five years; “bad actor” disqualification

Eligible Investors

Any, including non-accredited investors; Affiliates of the issuer can invest up to $6mm, no limit to number of investors in most cases

Annual Individual Investment Limits

None

Resale Restrictions

None

State Requirement Exemptions?

Blue Sky state securities filings required in all 50 states.

SEC Filing Requirements

Must file Form 1-A, no ongoing reports except Exit report

Reg A+ Tier 2

Limits on Offerings Within a Year

$50 million max per 12 month period

General Solicitation allowed?

Yes

Issuer Eligibility

Available to companies headquartered in the U.S. and Canada. Not available to existing fully reporting companies; companies registered under Investment Act of 1940 and BDCs; development stage companies; companies not current in ongoing reporting under Regulation A for previous offerings; current or previous denying, suspension, or revoking of class of securities pursuant to Section 12(j) within last five years; “bad actor” disqualification

Eligible Investors

Any, including non-accredited investors; Affiliates of the issuer can invest up to $15mm, no limit to number of investors in most cases

Annual Individual Investment Limits

No more than 10% of the individual’s net worth unless the purchaser is an accredited investor or the securities will be placed on a national exchange upon qualification.

Resale Restrictions

None

State Requirement Exemptions?

State registration is preempted except in these circumstances: “Issuer-Dealer” Registration is required for issuers involved in selling the securities themselves in AZ, FL, ND, NE, NY, TX. Agent Registration is required for any officer or director undertaking selling efforts in AL, NV, NJ, WA.

SEC Filing Requirements

Must file Form 1-A, and ongoing reports: Annual, semi-annual and current reports

Our Reg A+ Services

EquityTrack provides helpful services for issuers looking to conduct a Regulation A+ offering. 

Manage your investor records

Using our online cap table tracking tools combined with our full service transfer agent, Colonial Stock Transfer, to optimize your time and efficiency and save costs at the same time.

DTC eligibility

Apply for DTC eligibility including upgraded DTC FAST, DWAC and DRS tiers.

Maintain data security and compliance.

Securing your company and investor data with the latest security and encryption technology. Our legal and technical experts are here to help.

Escrow and paying agent

Act as escrow agent for your offering including ACH, wire and check payment processing from your investors, closing distribution payments to the issuer, tax statements, bank account maintenance and reconciliation.

Go green with book-entry “paperless” certificates

Issue your stock certificates in physical and book-entry form, allowing for quick transfer to your broker through DWAC and DRS

Administer shareholder meetings

Manage your investor voting for your shareholder meeting including printing and mailing, broker search, tabulation, online voting, Notice and Access and more.

Submit SEC filings

Help you file your Regulation A+ offering using Form 1-A to the SEC and subsequent ongoing reports.

Full investor support

Maintain contact with your investors to ensure their satisfaction throughout the offering process

Making Seamless Reg A+ Offerings

Our comprehensive Reg A+ services will allow you to complete your offering and IPO onto the exchange of your choice. You can raise money using our Cloudraise® capital raising software, issue shares and manage your investor records and cap table.

Contact us

We are here to help with your offering, investor recordkeeping, and raising capital needs.

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