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The Regulation A+ Offering

Exemption

Regulation A+ & Going


Public

Regulation A+ Tier 1 & Tier 2 Offerings


provide unique exemptions designed to fit
the needs of your small business.

Regulation A+ Tiers
Regulation A+ implements Title IV of the JOBS Act
and provide for two tiers of offerings:
Tier 1 consists of securities offerings of up to $20
million in a 12-month period, with no more than $6
million in offers by selling security-holders that are
affiliates of the issuer.
Tier 2 consists of securities offerings of up to $50
million in a 12-month period, with no more than
$15 million in offers by selling security-holders that
are affiliates of the issuer.
Find More Information About Regulation A+ Tiers Here

Who is eligible to use


Regulation A+?
Regulation A+ is limited to companies organized in and with their
principal place of business in the United States or Canada. The
exemption is not be available to companies that:
Are already SEC reporting companies and certain investment
companies;
Have no specific business plan or purpose or have indicated that
their business plan is to engage in a merger or acquisition
(including a reverse merger) with an unidentified company;
Are seeking to offer and sell asset-backed securities or fractional
undivided interests in oil, gas or other mineral rights;
Have been subject to any order of the Securities & Exchange
Commission under Exchange Act Section 12(j) entered within the
past five years;
Have not filed ongoing reports required by the rules during the
preceding two years; and
Are disqualified under the bad actor disqualification rules.

SEC Reporting & Regulation A+


Companies that conduct a Regulation A offering
must file a Form 2-A with the SEC every 6 months to
report sales in the offering, and submit a final filing
to the SEC within 30 days after theofferingis
complete.
Issuers inRegulation A, Tier 1 offerings must file a
Form 1-Z within 30 days after heofferingis
completed or terminated. Issuers conducting
Regulation A, Tier 2 offering must report the same
information on Form 1-Z or, depending on when the
offeringis terminated, in their annual report on Form
1-K.
All Regulation A+ filings must be made through the
SECs EDGAR database.

Regulation A+ Tier 2 Reporting


In addition to the basic reporting requirements applicable to
both Tier 1 and Tier 2 Regulation A+ offerings, companies
conducting Tier 2 offerings are subject to other
SEC reporting requirements, including:
A requirement to provide audited financial statements.
A requirement to file annual, semiannual, and current event
reports. Issuers inRegulation A, Tier 2 offerings become
subject to ongoing SEC reporting obligations which include:
(i) annual reports on new Form 1-K; (ii) semiannual reports
on new Form 1-SA; (iii) current information reports on the
new Form 1-U; and (iv) depending on the financial
statements included in the Form 1-A and the timing, special
financial reports on new Forms 1-K and 1-SA are required for
certain gaps in financial reporting periods.

Blue Sky Laws & Regulation


A+

Regulation A+ preempts state registration and


qualification requirements forofferingsto qualified
purchasers, in Tier 2 offerings.
Regulation A+ Tier 1offeringsare subject to state
registration and qualification requirements.
NASAAs coordinated review program will apply only
to Tier 1 offerings. NASAAs coordinated review
process for Regulation A offerings streamlines multistate review protocols for Regulation A offerings.
NASAAs review process, eases costs and other
regulatory burdens on small companies seeking to
raise capital while implementing protections for
investors. Presently, 48 states and territories have
agreed to participate in NASAAs coordinated review
process.