Regulation A
E8069
Regulation A is a U.S. securities offering exemption that allows smaller companies to raise limited amounts of capital from the public with simplified registration and reporting requirements compared to a full SEC-registered offering.
Aliases (2)
Statements (50)
| Predicate | Object |
|---|---|
| instanceOf |
U.S. securities offering exemption
→
exempt offering framework → |
| abbreviation |
Reg A
→
|
| allows |
convertible securities offerings
→
debt securities offerings → equity securities offerings → warrants offerings → |
| amendedBy |
Jumpstart Our Business Startups Act
→
|
| contrastWith |
Regulation Crowdfunding
→
Regulation D → fully registered public offerings on Form S-1 → |
| effectiveDateOfMajorAmendments |
June 2015
→
|
| feature |
allows public offerings without full Securities Act registration
→
allows sales to both accredited and non-accredited investors → permits general solicitation and advertising → reduced ongoing reporting obligations compared to fully registered offerings → simplified disclosure requirements → |
| formerlyMaxOfferingAmountTier2 |
$50 million in a 12-month period
→
|
| hasTier |
Tier 1
→
Tier 2 → |
| investorLimitTier1 |
no specific investment limit by income or net worth
→
|
| investorLimitTier2 |
non-accredited investors limited to 10% of greater of income or net worth in some cases
→
|
| issuerEligibility |
U.S. or Canadian companies
→
|
| issuerIneligible |
SEC reporting companies using certain forms
→
blank check companies → investment companies → issuers disqualified under bad actor rules → |
| JOBSActTitle |
Title IV
→
|
| jurisdiction |
United States
→
|
| legalBasis |
Securities Act of 1933
→
|
| maxOfferingAmountTier1 |
$20 million in a 12-month period
→
|
| maxOfferingAmountTier2 |
$75 million in a 12-month period
→
|
| offeringLimitAppliesTo |
aggregate amount of securities sold in a 12-month period
→
|
| permitsTestingTheWaters |
yes
→
|
| postAmendmentName |
Regulation A+
→
|
| purpose |
facilitate capital raising by smaller companies
→
provide an exemption from full SEC registration → |
| regulator |
U.S. Securities and Exchange Commission
→
|
| requires |
SEC qualification of Form 1-A before sales
→
offering statement on Form 1-A → |
| testingTheWaters |
allows solicitation of investor interest before filing Form 1-A
→
|
| Tier1Reporting |
exit report on Form 1-Z
→
|
| Tier1Requirement |
state securities law registration or qualification
→
|
| Tier2Preemption |
preempts most state securities registration requirements
→
|
| Tier2ReportingForms |
Form 1-K
→
Form 1-SA → Form 1-U → |
| Tier2Requires |
audited financial statements
→
ongoing periodic reports to the SEC → |
| usedFor |
mini-IPO style offerings
→
|
Referenced by (7)
| Subject (surface form when different) | Predicate |
|---|---|
|
Regulation Crowdfunding
→
Regulation Crowdfunding ("Regulation A+") → Regulation D → |
relatedTo |
|
Reg A
→
Reg A ("Reg A+ (as amended under the JOBS Act)") → |
alsoKnownAs |
|
U.S. Securities Act of 1933
→
|
laterInterpretedBy |
|
Regulation A
("Regulation A+")
→
|
postAmendmentName |