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Regulation A, known as Regulation A+ exemption, allows issuers organized in and having their principal place of business in the United States or Canada to raise up to $20 million on Tier 1 and up to $50 million on Tier 2 from both accredited and non-accredited investors pursuant to an exemption from registration under the Securities Act of 1933, as amended.
The following issuers, however, are “ineligible” to offer or sell securities under Regulation A: (1) SEC-reporting companies; (2) blank check companies; (3) any investment companies registered or required to be registered under the Investment Company Act of 1940 (including BDCs); and (4) any entity issuing fractional undivided interests in oil or gas rights, or similar interests in other mineral rights. This exemption also is not available to: issuers that have not filed with the SEC the ongoing reports required by Regulation A during the two years immediately preceding the filing of a new offering statement, issuers that have had their registration revoked pursuant to an Section 12(j) order under the Securities Exchange Act of 1934, as amended, that was entered into within five years before the filing of the offering statement and issuers with designated “bad actors”.
The securities that may be offered under Regulation A are limited to equity securities, including warrants, debt securities and debt securities convertible into or exchangeable into equity interests, including any guarantees of such securities. Asset-backed securities are excluded.
An issuer that seeks to rely on Regulation A+ must file and qualify an offering statement with the Securities and Exchange Commission. The offering statement is the disclosure document that provides potential investors with material business and financial information regarding the issuer so they can make an informed investment decision. Gracin & Marlow, LLP are experts in drafting disclosure documents and offer competitive flat fees for Regulation A+ offerings.