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SEC Approves Regulation A+ Rules under Title IV of the JOBS Act that Pre-empts State Law and Paves the Way for Selling Up to $50 Million of Equity Crowdfunding Securities to Unaccredited Investors

25 Mar

There are no general solicitation restrictions so companies can freely advertise, market and publicize offerings at demo days, trade shows, mass media and via social media networks

 By Robert Hoskins

Washington, D.C. – The Securities and Exchange Commission adopted final rules unanimously to facilitate smaller companies’ access to capital.  The new rules provide investors with more investment choices.The new rules update and expand Title IV Regulation A+, an existing exemption from registration for smaller issuers of securities.

SEC Approves Regulation A+ Rules under Title IV of the JOBS Act

SEC Approves Regulation A+ Rules under Title IV of the JOBS Act

The rules are mandated by Title IV of the Jumpstart Our Business Startups (JOBS) Act.The updated exemption will enable smaller companies to offer and sell up to $50 million of securities in a 12-month period, subject to eligibility, disclosure and reporting requirements.

“These new rules provide an effective, workable path to raising capital that also provides strong investor protections,” said SEC Chair Mary Jo White.  “It is important for the Commission to continue to look for ways that our rules can facilitate capital-raising by smaller companies.”

The final rules, often referred to as Regulation A+, provide for two tiers of equity crowdfunding securities offerings:

  • Tier 1:  Offerings of securities 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; and
  • Tier 2: Offerings of securities 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.

Both Tiers are subject to certain basic requirements while Tier 2 offerings are also subject to additional disclosure and ongoing reporting requirements.

The final rules also provide for the preemption of state securities law registration and qualification requirements for securities offered or sold to “qualified purchasers” in Tier 2 offerings.

Tier 1 offerings will be subject to federal and state registration and qualification requirements, and issuers may take advantage of the coordinated review program developed by the North American Securities Administrators Association (NASAA).

The rules will be effective 60 days after publication in the Federal Register.

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