Under the Securities Act of 1933 all offerings must be registered with the SEC or be exempt from such registration. Regulation A contains rules that provide exemption from the registration requirements. It's main purpose is to allow small and medium sized companies to access more capital because cost for registration with SEC are to high and only accredited investors are allowed to participate on the offering. On March 25, 2015 Securities and Exchange Commission adopted final rules to implement Section 401 of Jumpstart Our Business Startaps (JOBS) Act. As a results Reg A was split into two different tiers. Tier 1 for securities offering of up to $20 million in one year period and Tier 2 for securities offering of up to $50 million in a one year period.
The final rules for offerings under Tier 1 and Tier 2 are built up on already existing Reg A, with some modifications. Both Tiers must meet certain basic requirements like company eligibility requirements, bad actor disqualification provision, disclosure and other matters. Additional requirements apply to Tier 2. What they have in common is that both offerings can be marketed anywhere and to all investors but the issuing company must be U.S or Canada based and no SEC registered company. Blank check companies and companies that failed to make previous required filings are also excluded. When it comes to types of securities "ordinary" debt and equity are allowed without asset - backed securities. Also SVPs are not allowed; all investors appear in capitalization table. Tier 1 and Tier 2 have to file offering circular containing mandated disclosure with a SEC as well as Form 1-A. Reg A allows for securities to be resold; they are freely tradable.
Besides the difference is the offering size, with Tier 1 can include $6 million by a selling shareholder and Tier 2 can include $15 million by a selling shareholder. There are no limits on investment amount in Tier 1 but Tier 2 they are limited to 10% of income or net worth per offering, however there are no limits for accredited investors. In Tier 1,offering must be register and qualify in any state in which they seek to offer or sell securities. just like the SEC must review, comment and declared the offering as qualifying. In contrast Tier 2 offering doesn't have to qualify with states securities regulators, just with The Commission and in that way Tier 2 is partly exempt from Blue sky law but it still remains a subject to antifraud rules. On the other hand Tier 1 offerings have to provide only a report on the final status of the offering while Tier 2 offering must provide annual, semi-annual, current reports and audited financials.It is similar with use of offering materials outside mandate disclosure; "test the waters" material is permitted but with Tier 2 all solicitation material must be filed with SEC but they don't have to comply with state requirements like with Tier 1 offerings.
We can conclude that final rules of Regulation A modernize and create the additional flexibility for issuers in the offering process. Small businesses can engage in capital raise without marketing limitations associated with private offerings exemption or high costs of a traditional initial public offering.
We can conclude that final rules of Regulation A modernize and create the additional flexibility for issuers in the offering process. Small businesses can engage in capital raise without marketing limitations associated with private offerings exemption or high costs of a traditional initial public offering.
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