I’m attorney Laura Anthony founding partner
of Legal & Compliance, a full service corporate,
securities, and business transactions law
firm.
Today is the continuation in a multipart LawCast
discussing Regulation A+.
On March 25, 2015, the SEC released final
rules amending Regulation A. The new rules
are commonly referred to as Regulation A+.
Tier I of Regulation A+, which does not preempt
state law, allows for a raise of up to $20
million in any 12-month period and Tier II,
which does preempt state law, allows a raise
of up to $50 million in any 12-month period.
Issuers may elect to proceed under either
Tier I or Tier II for offerings up to $20
million.
Tier II offerings require additional disclosure
and ongoing reporting requirements.
I have previously discussed eligibility requirements
and the availability of marketing and advertising
for both Tier 1 and Tier II offerings.
Today I am touching on the types of securities
that are eligible for a Regulation A+ offering.
Regulation A+ is available for the sale or
resale of equity securities, including: Common
and preferred stock, Stock options, Warrants,
Convertible debt, Dividends on preferred or
other equity securities that are payable in
a equity security, and Pledged or guaranteed
equity securities and any other rights convertible
into equity securities.
If convertible securities or warrants are
offered that may be converted or exchanged
within one year of the offering statement
qualification, or at any time at the sole
option of the issuer, the underlying securities
must also be qualified in the offering and
included in the aggregate offering value.
Accordingly, the underlying securities will
be included in determining the offering limits
of $20 million and $50 million respectively.
As always Details Determine Diligence, so
for example if a convertible debt Is qualified
that may be converted within one year then
the common stock in which it may be converted
into must also be included in the qualification
and counted against the total offering amount.
Regulation A+ is not available for non-equity
securities or asset backed securities.
the I’m securities attorney Laura Anthony,
founding partner of Legal & Compliance.
Should you have any questions about today’s
topic, please visit SecuritiesLawBlog.com,
and LawCast.com, or contact me directly.
Inquiries of a technical nature are always
encouraged.
