Question 1

How much can an issuer raise under Reg. A?

Accepted Answer

Under Reg. A, a Tier 1 issuer can raise up to $20 million in a rolling 12-month period and a Tier 2 issuer can raise up to $50 million in a rolling 12-month period.

Question 2

Does Reg. A pre-empt state law?

Accepted Answer

Under Reg. A, offers and sales of securities to “qualified purchasers” under Tier 2 pre-empt state law; however, offers and sales under Tier 1 do not. Tier 1 issuers may coordinate state qualification through NASAA’s Coordinated Review Program for Reg. A Offerings. (http://www.nasaa.org/industry-resources/corporation-finance/coordinated-review/regulation-a-offerings/)A timeline for qualification under the program is here. T(http://www.nasaa.org/wp-content/uploads/2015/03/Coordinated-Review-Chart.pdf)he individual state filing requirements are found here.(http://www.nasaa.org/industry-resources/corporation-finance/coordinated-review/regulation-a-offerings/state-filing-requirements/)

Question 3

Who can invest in an offering under Reg. A?

Accepted Answer

Anyone (including both “accredited investors” (https://www.sec.gov/fast-answers/answers-accredhtm.html)(6) and non-accredited investors) can invest in an offering under Reg. A. Under Reg. A, Tier 2 investors may invest a maximum of the greater of 10% of their net worth or 10% of their net income in a Reg A. offering on a per offering basis. Tier 2 investors do not need to prove they qualify and may self-certify to the issuer compliance with the investment limitation under Reg. A.

Question 4

Can an issuer advertise an offering under Reg. A?

Accepted Answer

General solicitation is allowed under Reg. A so issuers may advertise the offering to the public. One of the most effective ways to market an offering under Reg. A is to engage a funding platform that gets traction from investors who are interested in investing in Reg. A offerings. Click here (https://www.businesslegaladvisor.com/blog/regulation-crowdfunding)for tips on selecting the right funding platform.

Question 5

Can Reg. A issuers engage in “testing the waters?”

Accepted Answer

Reg. A issuers may conduct “testing the waters” activities; however, if a Reg. A issuer conducts any pre-filing “testing the waters” activities, Tier 1 will not be available. In addition, under Reg. A, an issuer who chooses to engage in “testing the waters” activities must include information in its solicitation materials that generally notifies investors that no offer is being made or may be accepted and that any indications of interest from potential investors are non-binding on the Reg. A issuer.

Question 6

​​Are there any required filings with the SEC under Reg. A?

Accepted Answer

In order to begin the qualification process for an offering under Reg. A, both Tier 1 and Tier 2 Reg. A issuers are required to file a Form 1-A (https://www.sec.gov/about/forms/form1-a.pdf)with the SEC. The Form 1-A may be filed confidentially as long as it is publicly filed with the SEC at least 21 days prior to qualification of the Reg. A offering. If the SEC has any comments, they will submit them to the issuer in a comment letter and the issuer will have the opportunity to respond. Under Reg. A, the issuer response to each comment letter received from the SEC must be filed. Once the Reg. A offering has been qualified, both Tier 1 and Tier 2 issuers are obligated to file an exit report on Form 1-Z. (https://www.sec.gov/files/form1-z.pdf)In addition, Tier 2 issuers under Reg. A are also required to file annual reports on Form 1-K, (https://www.sec.gov/files/form1-k.pdf)semiannual reports on Form 1-SA,(https://www.sec.gov/files/form1-sa.pdf) and current reports on Form 1-U.(https://www.sec.gov/files/form1-u.pdf)

Question 7

Are the securities issued pursuant to Reg. A freely tradable?

Accepted Answer

The securities issued pursuant to Reg. A are not restricted and are freely tradable. In order provide liquidity to recipients of Reg. A securities, Reg. A issuers will initiate the submission of a Form 211 through a FIRNA-registered broker-dealer. More information about the submission of a Form 211 can be found here.(http://www.finra.org/industry/faq-otcbb-frequently-asked-questions#600)

Question 8

Under Reg. A, are issuers required to prepare and file audited financial statements?

Accepted Answer

Although Tier 1 issuers under Reg. A are not required to prepare and file audited financial statements, Tier 2 issuers are. Tier 2 issuers under Reg. A must prepare and file audited financial statements that cover the last two completed fiscal years; however, the financial statements do not need to be prepared by an auditor who is PCAOB-registered.(https://pcaobus.org/Registration/Firms/Pages/RegisteredFirms.aspx)

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