"I have to use a Tier 1 offering if I am raising up to $20 mill". This is not true. Tier 2 Regulation A+ offerings start at zero, not at $20 million. Tier 1 offerings start at zero too, and they cap out at $20 mill. But Tier 2 offerings start at zero and extend up to $75 mill* per company per year.
"I need a two-year audit for the SEC, but my company is only six months old - am I allowed to use Reg A+?" The SEC requires an audit for Tier 2 offerings that extend back two years if your company has existed that long. If your company is six months old, you will need a six-month US GAAP audit.
"Can I set a very small minimum for my Regulation A+ offering?" Yes, the SEC allows offerings that have no minimum goal where the intent is to grow the company, and doing so makes sense even with a small capital raise. So you can begin drawing money from your escrow account in the first month of the offering and make ongoing closings. (If you are raising capital to buy an asset - like a building or a company, then you will need to set and a minimum dollar amount that is high enough to buy the asset before you can draw down money from your escrow account).
"The share price of a qualified Regulation A+ offering cannot be changed." That is not true; you can change the share price of your Qualified Reg A+. You have to notify the SEC on time that you are changing your share price (and there are rules that limit how you can describe and make the change) as you change to the new price. Up to a total 20% increase (or decrease ) in share price in a Qualified Reg A+ is allowed without needing permission from the SEC.
Many people think that Tier 1 is easier - this is not usually the case. In a Tier 1 Reg A+ some states take a long time to review Blue Sky filings required for every state your offering accepts investors from. The cost of a legal service provider and the time it takes to gain approval can be very high. It can take a year and very high legal bills to get states to say yes. Some states conduct a "Merit Review" of all Reg A+ filed via Tier 1 - meaning that a state government employee is deciding if they like your company. Few companies file Tier 1 for these reasons. Tier 1 versus Tier 2 comparison.
"Am I required to have a Broker-Dealer on my Reg A+ offering?" No, you are not required to have a broker-dealer. There are pros and cons and costs associated with having a broker. You can add a broker-dealer to your Reg A+ after it has been Qualified by the SEC. When involving a broker, FINRA will review and accept or not accept the terms with the broker - the broker can only be involved when and if FINRA accepts the terms. In a Reg A+ that includes a broker in the Form 1-A filing with the SEC, the SEC will delay Qualifying the offering until FINRA has accepted the broker-dealer deal and terms. There is less schedule uncertainty when a broker arrangement is added post-SEC Qualification. How to work with a Broker-Dealer in your Reg A+.
Read our Blog on How To Succeed In Raising Growth Capital Via Reg A+
