Securities Law & Corporate Counsel Blog

The Securities and Exchange Commission (“SEC”) has approved the final rules to update and expand Regulation A (referred to as Regulation A+). Regulation A, part of Title IV of the Jumpstart our Business Startups (“JOBS”) Act, provides an exemption from registration for smaller issuers of securities. The final rules will provide exemptions for two tiers of offerings that will help smaller companies’ gain access to capital while still providing protections and more investment choices to investors.The update to Regulation A’s current exemption will allow smaller companies to offer and sell securities of up to $50 million within a 12 month period. The offerings which fell under Regulation A will be divided into two tiers, and will be subject to eligibility, disclosures and reporting requirements. According to SEC Chairwoman Mary Joe White “ These new rules provide an effective, workable path to raising capital that also provides strong investor protections .” White also went on to state that “It is important for the Commission to continue to look for ways that our rules can facilitate capital-raising by smaller companies.”According to the SEC Press Release the final rules provide for two tiers of offerings and are as follows:

• Tier 1, which would consist of securities offerings of up to $20 million in a 12-month period, with not more than $6 million in offers by selling security-holders that are affiliates of the issuer.
• Tier 2, which would consist of securities offerings of up to $50 million in a 12-month period, with not more than $15 million in offers by selling security-holders that are affiliates of the issuer.

Please refer to the Press Release for additional information regarding requirements and eligibility for each tier. The rule amendments will go into effect 60 days after publication in the Federal Register.For more information on this and other related subjects, please contact us at [email protected]or (619) 298-2880.