Using Regulation A+ To Go

Public

Regulation A+ & Going

Public

Regulation A+ Tier 1 & Tier 2 Offerings

provide unique exemptions designed to fit
the needs of your small business.

Regulation A+ Tiers
Regulation A+ implements Title IV of the JOBS Act
and provide for two tiers of offerings:
Tier 1 consists of securities offerings of up to $20
million in a 12-month period, with no more than $6
million in offers by selling security-holders that are
affiliates of the issuer.
Tier 2 consists of securities offerings of up to $50
million in a 12-month period, with no more than
$15 million in offers by selling security-holders that
are affiliates of the issuer.
Find More Information About Regulation A+ Tiers Here

Who is eligible to use

Regulation A+?
Regulation A+ is limited to companies organized in and with their
principal place of business in the United States or Canada. The
exemption is not be available to companies that:
Are already SEC reporting companies and certain investment
companies;
Have no specific business plan or purpose or have indicated that
their business plan is to engage in a merger or acquisition
(including a reverse merger) with an unidentified company;
Are seeking to offer and sell asset-backed securities or fractional
undivided interests in oil, gas or other mineral rights;
Have been subject to any order of the Securities & Exchange
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; and
Are disqualified under the bad actor disqualification rules.

SEC Reporting & Regulation A+

Companies that conduct a Regulation A offering
must file a Form 2-A with the SEC every 6 months to
report sales in the offering, and submit a final filing
to the SEC within 30 days after theofferingis
complete.
Issuers inRegulation A, Tier 1 offerings must file a
Form 1-Z within 30 days after heofferingis
completed or terminated. Issuers conducting
Regulation A, Tier 2 offering must report the same
information on Form 1-Z or, depending on when the
offeringis terminated, in their annual report on Form
1-K.
All Regulation A+ filings must be made through the
SECs EDGAR database.

Regulation A+ Tier 2 Reporting

In addition to the basic reporting requirements applicable to
both Tier 1 and Tier 2 Regulation A+ offerings, companies
conducting Tier 2 offerings are subject to other
SEC reporting requirements, including:
A requirement to provide audited financial statements.
A requirement to file annual, semiannual, and current event
reports. Issuers inRegulation A, Tier 2 offerings become
subject to ongoing SEC reporting obligations which include:
(i) annual reports on new Form 1-K; (ii) semiannual reports
on new Form 1-SA; (iii) current information reports on the
new Form 1-U; and (iv) depending on the financial
statements included in the Form 1-A and the timing, special
financial reports on new Forms 1-K and 1-SA are required for
certain gaps in financial reporting periods.

Blue Sky Laws & Regulation

A+

Regulation A+ preempts state registration and

qualification requirements forofferingsto qualified
purchasers, in Tier 2 offerings.
Regulation A+ Tier 1offeringsare subject to state
registration and qualification requirements.
NASAAs coordinated review program will apply only
to Tier 1 offerings. NASAAs coordinated review
process for Regulation A offerings streamlines multistate review protocols for Regulation A offerings.
NASAAs review process, eases costs and other
regulatory burdens on small companies seeking to
raise capital while implementing protections for
investors. Presently, 48 states and territories have
agreed to participate in NASAAs coordinated review
process.

How Can I Obtain More

Information?
For further information about this securities law post please
contact Brenda Hamilton, Securities Attorney at 101 Plaza Real
S, Suite 202 N, Boca Raton Florida, (561) 416-8956, by email at
info@securitieslawyer101.com.
Please note that the prior results discussed herein do not
guarantee similar outcomes.
Hamilton & Associates | Securities Lawyer 101
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855
www.SecuritiesLawyer101.com

For more information about our publications please visit the links below:
A+ Offerings
A+ Reporting
About Brenda Hamilton
Accredited Investor Status
Crowdfunding
Crowdfunding Portals
Direct Public Offering
Direct Public Offering Attorneys
Draft Registration Statements
DTC Chills
DTC Eligibility
DTC Global Locks
Due Diligence
EB-5 Program & Going Public
Eligibility & Regulation A+
Form S-3 Registration Statement
Form S-8 Registration Statement
Funding Portals
Global Locks
Go Public 101
Going Public Attorney
Going Public Bootcamp
Going Public for Foreign Issuers
Going Public Law
Regulation A+ Disclosures
Regulation A+ Q&A
Regulation A+ SEC Reporting
Reverse Mergers 101Schedule 14A
Schedule 14C
Spam
Sponsoring Market Makers
Stock Promotion

Going Public Lawyers

Going Public Transactions
Jobs Act 101
Initial Public Offerings
Intrastate Crowdfunding
Investor Relations 101
IPO Alternatives
LinkedIn
Manipulative Trading
OTC Link
OTC Markets
OTC Markets Attorney
OTC Markets Dual Listings
OTC Pink Sheets
OTCQB Listing, Eligibility, Quotation
OTCQX Listing, Eligibility, Quotation
Periodic Reporting
Private Placements
Registered Direct Public Offerings
Regulation A+
Regulation D
Regulation D Bad Actors
Restrictive Legends
Reverse Mergers
Reverse Merger Game Changers
Reverse Stock Splits
Rule 10b-5
Rule 15c-211
Rule 504
Rule 506(c)
SEC Comments
SEC Investigations
SEC Inquiries
SEC Registration Statements
SEC Requests for Comments
Secondary Registration Statement

What is a Form 10 Registration

Statement?
What is DTC Eligibility?
What is a Form S-8 Registration
Statement?
What is Form 12b-25?
What are the OTC Markets OTC P
inks?
What Is Regulation SHO?
What Is A Confidential Registrat
ion Statement?
What Are The OTC Markets?
Secondary Registration Stateme
nt
Social Media
Schedule 14A
Schedule 14C
Short Sales
Spam
Sponsoring Market Makers
Stock Scalping 101
Stock Promotion
Equity Crowdfunding
Exempt Direct Public Offerings
FINRA Rule 6490
Forensic Attorneys
Form 1-A
Form 10 Registration Statement
Form 10-K
Twitter & Regulation A+
Wells Notices
What is Going Public?
What Is Accredited Crowdfundin
g?
What Are Short Swing Profits?