Table of Contents
INTRODUCTION
FINAL RULES AND AMENDMENTS TO REGULATION A
Overview
Scope of Exemption
Eligible Issuers
Eligible Securities
Offering Limitations and Secondary Sales
Investment Limitation
Integration
Treatment under Section 12(g)
Offering Statement
Electronic Filing; Delivery Requirements
Non-Public Submission of Draft Offering Statements
Form and Content
Continuous or Delayed Offerings and Offering Circular Supplements
Qualification
Solicitation of Interest (Testing the Waters)
Proposed Rules
Comments on Proposed Rules
Final Rules
Ongoing Reporting
Continuing Disclosure Obligations
Exchange Act Rule 15c2-11 and Other Implications of Ongoing Reporting under Regulation A
Exchange Act Registration of Regulation A Securities
Exit Report on Form 1-Z
Insignificant Deviations from a Term, Condition or Requirement
Bad Actor Disqualification
Proposed Rules
Comments on Proposed Rules
Final Rules
Relationship with State Securities Law
Proposed Rules
Comments on Proposed Rules
Final Rules
Additional Considerations Related to Smaller Offerings
Transitional Guidance for Issuers Currently Conducting Regulation A Offerings
Technical and Conforming Amendments
ECONOMIC ANALYSIS
Broad Economic Considerations
Baseline
Current Methods of Raising up to $50 Million of Capital
Investors
Financial Intermediaries
Scope of Exemption
Eligible Issuers
Eligible Securities
Offering Limitations and Secondary Sales
Investment Limitation
Integration
Treatment under Section 12(g)
Offering Statement
Electronic Filing and Delivery
Disclosure Format and Content
Audited Financial Statements
Other Accounting Requirements
Continuous and Delayed Offerings
Nonpublic Review of Draft Offering Statements
Solicitation of Interest (“Testing the Waters”)
Ongoing Reporting
Periodic and Current Event Reporting Requirements
Termination and Suspension of Reporting and Exit Reports
Exchange Act Registration
Insignificant Deviations
Bad Actor Disqualification
Relationship with State Securities Law
PAPERWORK REDUCTION ACT
Background
Estimated Number of Regulation A Offerings
PRA Reporting and Cost Burden Estimates
Regulation A (Form 1-A and Form 2-A)
Form 1-K: Annual Report
Form 1-SA: Semiannual Report
Form 1-U: Current Reporting
Form 1-Z: Exit Report
Form 8-A: Short Form Registration under the Exchange Act
Form ID Filings
Form F-X
Collections of Information are Mandatory
FINAL REGULATORY FLEXIBILITY ACT ANALYSIS
Need for the Rules
Significant Issues Raised by Public Comments
Small Entities Subject to the Rules
Reporting, Recordkeeping, and Other Compliance Requirements
Agency Action to Minimize Effect on Small Entities