LawCast Securities Law TV Hosted by Laura Anthony Founding Partner of Anthony L.G., PLLC
Play Video about LawCast Securities Law TV Hosted by Laura Anthony Founding Partner of Anthony L.G., PLLC

Offering Statement Requirements For Regulation A+ Offerings

Offering Statement Requirements For Regulation A+ Offerings- Today I am continuing my discussion on offering statement requirements for a Reg A+ offering. The rules require use of new modified Form 1-A. Form 1-A consists of three parts: Part I – Notification, Part II – Offering Circular and Part III – Exhibits. Part I calls for certain basic information about the issuer and the offering, and is primarily designed to confirm and determine eligibility for the use of the Form and a Regulation A offering in general. Part I will include issuer name and identifying information; issuer eligibility; application of the bad actor disqualification and disclosure; jurisdictions in which securities are to be offered; and unregistered securities issued or sold within one year.

Part I also includes pricing information. All Regulation A+ offerings must be at a fixed price. That is, no offerings may be made “at the market” or for other than a fixed price.

Part II is the offering circular and is similar to the prospectus in a registration statement. Part II requires disclosure of information about the issuer and the offering such as; material risks; dilution; plan of distribution; use of proceeds; description of the business operations; description of physical properties; discussion of financial condition and results of operations (MD&A); identification of and disclosure about directors, executives and key employees; executive compensation; beneficial security ownership information; related party transactions; description of offered securities; and two years of financial information.
The required information in Part 2 of Form 1-A is scaled down from the requirements in Regulation S-K applicable to Form S-1. Issuers can complete Part 2 by either following the Form 1-A disclosure format or by including the information required by Part I of Form S-1. Only issuers that elect to use the S-1 format will be able to subsequently file short form 8-A to register and become subject to the Exchange Act reporting requirements.

Form 1-A requires two years of financial information. All financial statements for Regulation A offerings must be prepared in accordance with GAAP. Financial statements of a Tier I issuer are not required to be audited however, as noted Tier 1 does not preempt state law and most if not all states require audited financial statements. Audited financial statements are required for Tier 2 issuers. Audit firms for Tier 2 issuers must be independent and PCAOB-registered.

Part III requires an exhibits index and a description of exhibits required to be filed as part of the offering statement.

Laura Anthony, Esq.
Founding Partner
Legal & Compliance LLC.
330 Clematis Street, Ste. 217
West Palm Beach, FL 33401

Phone:
Toll Free: (800) 341-2684 FREE
Local: (561) 514-0936

Email:
LAnthony@LegalAndCompliance.com #LawCast

Our Score
Click to rate this post!
[Total: 0 Average: 0]