Engaging in savings association or credit union activities; or
Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered within ten years before such filing of the offering statement;
Is subject to an order of the Commission entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (15 U.S.C. 78 o (b) or 78 o -4(c)) or section 203(e) or (f) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3(e) or (f)) that, at the time of the filing of the offering statement:
Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment adviser;
Places limitations on the activities, functions or operations of such
person; or
Bars such person from being associated with any entity or from participating in the offering of any penny stock;
Is subject to any order of the Commission entered within five years before the filing of the offering statement that, at the time of such filing, orders the person to cease and desist from committing or causing a violation or future violation of:
Any scienter-based anti-fraud provision of the federal securities laws, including without limitation section 17(a)(1) of the Securities Act of 1933 (15 U.S.C. 77q(a)(1)), section 10(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78j(b)) and 17 CFR 240.10b-5, section 15(c)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 78 o (c)(1)) and section 206(1) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-
6(1)), or any other rule or regulation thereunder; or
Section 5 of the Securities Act of 1933 (15 U.S.C. 77e).
Is suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade;
Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or offering statement filed with the Commission that, within five years before the filing of the offering statement, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, at the time of such filing, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued; or
Is subject to a United States Postal Service false representation order entered within five years before the filing of the offering statement, or is, at the time of such filing, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.
Transition, waivers, reasonable care exception. Paragraph (a) of this section shall not apply:
With respect to any order under § 230.262(a)(3) or (5) that occurred or was issued before [INSERT DAY 60 DAYS AFTER DATE OF PUBLICATION IN THE FEDERAL REGISTER];
Upon a showing of good cause and without prejudice to any other action by
the Commission, if the Commission determines that it is not necessary under the circumstances that an exemption be denied;
If, before the filing of the offering statement, the court or regulatory authority that entered the relevant order, judgment or decree advises in writing (whether contained in the relevant judgment, order or decree or separately to the Commission or its staff) that disqualification under paragraph (a) of this section should not arise as a consequence of such order, judgment or decree; or
If the issuer establishes that it did not know and, in the exercise of reasonable care, could not have known that a disqualification existed under paragraph (a) of this section.
NOTE TO PARAGRAPH (b)(4). An issuer will not be able to establish that it has exercised reasonable care unless it has made, in light of the circumstances, factual inquiry into whether any disqualifications exist. The nature and scope of the factual inquiry will vary based on the facts and circumstances concerning, among other things, the issuer and the other offering participants.
Affiliated issuers. For purposes of paragraph (a) of this section, events relating to any affiliated issuer that occurred before the affiliation arose will be not considered disqualifying if the affiliated entity is not:
In control of the issuer; or
Under common control with the issuer by a third party that was in control of the affiliated entity at the time of such events.
Disclosure of prior “bad actor” events. The issuer must include in the offering circular a description of any matters that would have triggered disqualification under
paragraphs (a)(3) and (5) of this section but occurred before [INSERT DAY 60 DAYS AFTER DATE OF PUBLICATION IN THE FEDERAL REGISTER]. The failure to
provide such information shall not prevent an issuer from relying on Regulation A if the issuer establishes that it did not know and, in the exercise of reasonable care, could not have known of the existence of the undisclosed matter or matters.
§ 230.263 Consent to service of process.
If the issuer is not organized under the laws of any of the states or territories of the United States of America, it shall furnish to the Commission a written irrevocable consent and power of attorney on Form F-X (§ 239.42 of this chapter) at the time of filing the offering statement required by Rule 252 (§ 230.252).
Any change to the name or address of the agent for service of the issuer shall be communicated promptly to the Commission through amendment of the requisite form and referencing the file number of the relevant offering statement.
Section 230.505(b)(2)(iii)(A) and (B) are revised to read as follows:
§ 230.505 Exemption for limited offers and sales of securities not exceeding
$5,000,000.
* * * * *
(b) * * * (2) * * *
* * *
The term filing of the offering statement as used in § 230.262 shall mean the first sale of securities under this section;
The term underwriter as used in § 230.262(a) shall mean a person that has been or will be paid directly or indirectly remuneration for solicitation of purchasers in connection with sales of securities under this section; and
* * * * *
PART 232 – REGULATION S-T—GENERAL RULES AND REGULATIONS FOR ELECTRONIC FILINGS
The authority citation for part 232 is revised to read in part as follows: Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3, 77sss(a), 78c(b), 78l,
78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c), 80a-8, 80a-29, 80a-30, 80a-37, 7201 et seq.;
and 18 U.S.C. 1350, unless otherwise noted.
* * * * *
Section 232.101 is amended by:
Revising paragraph (a)(1)(vii), (xv), and (xvi), and (c)(6);
Adding paragraph (a)(1)(xvii); and
Removing and reserving paragraph (b)(8).
The revisions and addition read as follows:
§ 232.101 Mandated electronic submissions and exceptions.
(a) * * * (1) * * *
(vii) Form F-X (§ 239.42 of this chapter) when filed in connection with a Form CB (§§ 239.800 and 249.480 of this chapter) or a Form 1-A (§ 239.90 of this chapter);
* * * * *
Form ABS-EE (§249.1401 of this chapter);
Form ABS-15G (as defined in §249.1400 of this chapter); and
Filings made pursuant to Regulation A (§§ 230.251-230.263 of this chapter).
* * * * *
(c) * * *
(6) Filings on Form 144 (§ 239.144 of this chapter) where the issuer of the securities is not subject to the reporting requirements of section 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d), respectively).
* * * * *
PART 239 – FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
The authority citation for part 239 is revised to read in part as follows: Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z–2, 77z–3, 77sss, 78c, 78 l,
78m,78n, 78 o (d), 78o–7 note, 78u–5, 78w(a), 78ll, 78mm, 80a–2(a), 80a–3, 80a–8, 80a–
9, 80a–10, 80a–13, 80a–24, 80a–26, 80a–29, 80a–30, and 80a–37, unless otherwise noted.
* * * * *
Amend Form 1-A (referenced in § 239.90) by revising it to read as follows:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-A
REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933
GENERAL INSTRUCTIONS
Eligibility Requirements for Use of Form 1-A.
This Form is to be used for securities offerings made pursuant to Regulation A (17 CFR 230.251 et seq.). Careful attention should be directed to the terms, conditions and requirements of Regulation A, especially Rule 251, because the exemption is not available to all issuers or for every type of securities transaction. Further, the aggregate offering price and aggregate sales of securities in any 12-month period is strictly limited to $20 million for Tier 1 offerings and $50 million for Tier 2 offerings, including no more than $6 million offered by all selling securityholders that are affiliates of the issuer for Tier 1 offerings and $15 million by all selling securityholders that are affiliates of the issuer for Tier 2 offerings. Please refer to Rule 251 of Regulation A for more details.
Preparation, Submission and Filing of the Offering Statement.
An offering statement must be prepared by all persons seeking exemption under the provisions of Regulation A. Parts I, II and III must be addressed by all issuers.
Part II, which relates to the content of the required offering circular, provides alternative formats, of which the issuer must choose one. General information regarding the preparation, format, content, and submission or filing of the offering statement is contained in Rule 252. Information regarding non-public submission of the offering statement is contained in Rule 252(d). Requirements relating to the offering circular are contained in Rules 253 and 254. The offering statement must be submitted or filed with the Securities and Exchange Commission in electronic format by means of the Commission’s Electronic Data Gathering, Analysis and Retrieval System (EDGAR) in accordance with the EDGAR rules set forth in Regulation S-T (17 CFR Part 232) for such submission or filing.
Incorporation by Reference and Cross-Referencing.
An issuer may incorporate by reference to other documents previously submitted or filed on EDGAR. Cross-referencing within the offering statement is also encouraged to avoid repetition of information. For example, you may respond to an item of this Form by providing a cross-reference to the location of the information in the financial statements, instead of repeating such information. Incorporation by reference and cross- referencing are subject to the following additional conditions:
The use of incorporation by reference and cross-referencing in Part II of this Form is limited to the following items:
Items 2-14 of Part II if following the Offering Circular format;
Items 3-11 (other than Item 11(e)) of Form S-1 if following the Part I of Form S-1 format; or
Items 3-26, 28, and 30 of Form S-11 if following the Part I of Form S-11 format.
Descriptions of where the information incorporated by reference or cross-referenced can be found must be specific and must clearly identify the relevant document and portion thereof where such information can be found. For exhibits incorporated by reference, this description must be noted in the exhibits index for each relevant exhibit. All descriptions of where information incorporated by reference can be found must be accompanied by a hyperlink to the incorporated document on EDGAR, which hyperlink need not remain active after the filing of the offering statement. Inactive hyperlinks must be updated in any amendment to the offering statement otherwise required.
Reference may not be made to any document if the portion of such document containing the pertinent information includes an incorporation by reference to another document. Incorporation by reference to documents not available on EDGAR is not permitted. Incorporating information into the financial statements from elsewhere is not permitted. Information shall not be incorporated by reference or cross-referenced in any case where such incorporation would render the statement or report incomplete, unclear, or confusing.
If any substantive modification has occurred in the text of any document incorporated by reference since such document was filed, the issuer must file with the reference a statement containing the text and date of such modification.
Supplemental Information.
The information specified below must be furnished to the Commission as supplemental information, if applicable. Supplemental information shall not be required to be filed with or deemed part of the offering statement, unless otherwise required. The information shall be returned to the issuer upon request made in writing at the time of submission, provided that the return of such information is consistent with the protection of investors and the provisions of the Freedom of Information Act [5 U.S.C. 552] and the information was not filed in electronic format.
A statement as to whether or not the amount of compensation to be allowed or paid to the underwriter has been cleared with the Financial Industry Regulatory Authority (FINRA).
Any engineering, management, market, or similar report referenced in the offering circular or provided for external use by the issuer or by a principal underwriter in connection with the proposed offering. There must also be furnished at the same time a statement as to the actual or proposed use and distribution of such report or memorandum. Such statement must identify each class of persons who have received or will receive the report or memorandum, and state the number of copies distributed to each such class along with a statement as to the actual or proposed use and distribution of such report or memorandum.
Such other information as requested by the staff in support of statements, representations and other assertions contained in the offering statement or any correspondence to the staff.
Correspondence appropriately responding to any staff comments made on the offering statement must also be furnished electronically. When applicable, such correspondence must clearly indicate where changes responsive to the staff’s comments may be found in the offering statement.
PART I—NOTIFICATION
The following information must be provided in the XML-based portion of
Form 1-A available through the EDGAR portal and must be completed or updated before uploading each offering statement or amendment thereto. The format of Part I shown below may differ from the electronic version available on EDGAR. The electronic version of Part I will allow issuers to attach Part II and Part III for filing by means of EDGAR. All items must be addressed, unless otherwise indicated.
* * * * * *
No changes to the information required by Part I have occurred since the last filing of this offering statement.
ITEM 1. Issuer Information
Exact name of issuer as specified in the issuer’s charter:
Jurisdiction of incorporation/organization:
Year of incorporation:
CIK:
Primary Standard Industrial Classification Code:
Employer Identification Number:
Total number of full-time employees:
Total number of part-time employees:
Contact Information
Address of Principal Executive Offices:
Telephone: ( )
Provide the following information for the person the Securities and Exchange Commission’s staff should call in connection with any pre-qualification review of the offering statement:
Name: Address: Telephone: ( )
Provide up to two e-mail addresses to which the Securities and Exchange Commission’s staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active:
Financial Statements
Industry Group (select one): Banking Insurance Other
Use the financial statements for the most recent fiscal period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine “Total Revenues” for all companies selecting “Other” for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting “Insurance,” refer to Article 7-04 of Regulation S-X for calculation of “Total Revenues” and paragraphs 5 and 7(a) for “Costs and Expenses Applicable to Revenues”.
[If “Other” is selected, display the following options in the Financial Statements table:]
Balance Sheet Information
Cash and Cash Equivalents:
Investment Securities:
Accounts and Notes Receivable:
Property, Plant and Equipment (PP&E):
Total Assets:
Accounts Payable and Accrued Liabilities:
Long Term Debt:
Total Liabilities:
Total Stockholders’ Equity:
Total Liabilities and Equity:
Income Statement Information
Total Revenues:
Costs and Expenses Applicable to Revenues:
Depreciation and Amortization:
Net Income:
Earnings Per Share – Basic:
Earnings Per Share – Diluted:
[If “Banking” is selected, display the following options in the Financial Statements table:]
Balance Sheet Information
Cash and Cash Equivalents:
Investment Securities:
Loans:
Property and Equipment:
Total Assets:
Accounts Payable and Accrued Liabilities:
Deposits:
Long Term Debt:
Total Liabilities:
Total Stockholders’ Equity:
Total Liabilities and Equity:
Income Statement Information
Total Interest Income:
Total Interest Expense:
Depreciation and Amortization:
Net Income:
Earnings Per Share – Basic:
Earnings Per Share – Diluted: