ASMX Capital Advisors specializes in Reg A+ securities, a new streamlined way for companies to raise up to $50mm. Reg A+ is commonly considered IPO Light. It is a faster, less costly, lower regulatory and compliance SEC registration process that allows for companies to raise capital from the public. It is great for early and growth stage companies. Find out if RegA+ is right for you contact us.
Issuers can raise 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. In addition to the limits on secondary sales by affiliates, the rules also limit sales by all selling security-holders to no more than 30 percent of a particular offering in the issuer’s initial Regulation A offering and subsequent Regulation A offerings for the first 12 months following the initial offering. Issuers must provide audited financial statements and file annual, semiannual and current event reports. Non-accredited investors are allowed to invest a maximum of 10 percent of the greater of the investor’s annual income or net worth in any RegA+ transaction.
All companies organized in and with their principal place of business in the United States or Canada can file a RegA+.
RegA+ is not available to companies that:
• Have no specific business plan or purpose or have indicated their business plan is to engage in a merger or acquisition with an unidentified company.
• Have been subject to any order of the 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.
• Are disqualified under the “bad actor” disqualification rules.
The rules exempt securities in a Tier 2 offering from the mandatory registration requirements of Exchange Act Section 12(g) if the issuer meets all of the following conditions:
• Engages services from a transfer agent registered with the Commission.
• Remains subject to a Tier 2 reporting obligation.
• Is current in its annual and semiannual reporting at fiscal year-end.
• Has a public float of less than $75 million as of the last business day of its most recently completed semiannual period, or, in the absence of a public float, had annual revenues of less than $50 million as of its most recently completed fiscal year.
An issuer that exceeds the dollar and Section 12(g) registration thresholds would have a two-year transition period before it must register its class of securities, provided it timely files all of its ongoing reports required under Regulation A.
Preemption of Blue Sky Law In light of the total package of investor protections included in amended Regulation A, the rules provide for the preemption of state securities law registration and qualification requirements for securities offered or sold to “qualified purchasers,” defined to be any person to whom securities are offered or sold under a Tier 2 offering.
Under the Securities Act of 1933, when a company offers or sells securities to potential investors, it must either register the offer and sale or rely on an exemption from registration. Regulation A is a longstanding exemption from registration that permits unregistered public offerings of up to $5 million of securities in any 12-month period, including no more than $1.5 million of securities offered by security-holders of the company. In recent years, Regulation A offerings have been relatively rare in comparison to offerings conducted in reliance on other Securities Act exemptions or on a registered basis.
The JOBS Act amended the Securities Act to require the Commission to update and expand the Regulation A exemption. In particular, the JOBS Act directed the Commission to:
• Adopt rules that would allow offerings of up to $50 million of securities within a 12-month period.
• Require companies conducting such offerings to file annual audited financial statements with the SEC.
• Adopt additional requirements and conditions that the Commission determines necessary.
We’ve been advising many clients who seek to raise capital via Regulation A+, and after a year of working exclusively in this space, know there is the need to simultaneously raise via a Reg D (to meet payroll, to cover overhead, to pay for the audits and legal fees associated with filing an A+).
ASMX Capital Advisors offers our consulting and advisory services to our clients who are filing an A+, to also manage their D raise, making this a true one-stop shop for your capital raise needs.
Much of the marketing needed to raise capital for a Reg A+, can be created for your D or PPM. This helps reduce the cost later, and will give you the same, professional, top of the line, marketing campaign you find with Reg A’s. One of the most important aspects of raising capital is communicating to the market, whether it’s the private investor, or the syndicated Broker.
ASMX Capital Advisors creates not only the expert offering circular that gets you noticed, but the website, investor deck, and campaign can be created at these early stages of your capital raise. The Website and Deck are two of the most important calling cards you have to give investors, doing it correctly the first time, with the same company team who work with you when you’re ready for your larger raise with Regulation A+, saves time and money.
Regulation D (Reg D) is a Securities and Exchange Commission (SEC) regulation governing private placement exemptions. Reg D allows usually smaller companies to raise capital through the sale of equity or debt securities without having to register their securities with the SEC.
There are several programs that are available under the Regulation D Exemption. The JOBS Act 506(c) program allows general advertising and solicitation of the offering and also benefits from some compliance efficiencies with State “Blue Sky” filings
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