You are here

Confusing aspects of Regulation A+

"What are the aspects of Regulation A+ that are frequently misunderstood"

"I have to use a Tier 1 offering if I am raising less than $20 mill". 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.

Many people think that Tier 1 is easier - this is not usually the case. Some states are taking a long time to conduct the interactive Blue Sky filings that are required for every state that your offering accepts an investor from. The cost of a legal service provider and the time that it takes can easily get out of hand. Few Tier 1 filings are being funded for this reason.

"I need a two-year audit for the SEC but my company is only a year old - what shall I do?"  The SEC requires an audit for Tier 2 offerings that extend back two years or as long as your company has existed. So if your company is one year old, you will need a one-year audit.

"Can I set a zero 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. If you are raising capital to buy an asset - like buying a building or a company, then you will need a minimum to break escrow. 

"The share price of a qualified Regulation A+ offering cannot be changed." Not true, you are allowed to change the share price of a qualified offering. You have to file a Form 253G2, which is an Offering Circular Supplement and after the SEC has qualified the new share price, you can switch to the new price.

"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 advantages 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 initially, the SEC will wait to Qualify the offering until FINRA has accepted the broker-dealer and terms. There is less schedule uncertainty when a broker arrangement is added post-SEC Qualification.