Regulation A+ expands existing Regulation A to allow companies to raise up to $50 million from both accredited and non-accredited investors through public offerings. It establishes two tiers: Tier 1 allows raises of up to $20 million and requires less disclosure, while Tier 2 allows up to $50 million but requires audited financial statements and ongoing SEC reporting. Regulation A+ preempts state securities laws for Tier 2 offerings. It provides several benefits over registered IPOs including no restriction on resales and the ability to voluntarily become an SEC reporting company. Companies must meet certain requirements regarding audits, disclosures, and bad actor restrictions to utilize Regulation A+.
On March 25, 2015, the Securities and Exchange Commission (“SEC”) adopted amendments to Regulation A pursuant to the mandate of Section 401(a) of the JOBS Act which became effective last month. The Regulation A+ amendments include new forms and revamping Form 1-A. Regulation A+ expands existing Regulation A. Regulation A+ offerings can be used in combination with direct public offerings and initial public offerings as part of a going public transaction. The Regulation A+ exemption allows companies to more easily obtain initial shareholders required by the Financial Industry Regulatory Authority (“FINRA”). While Form 1-A requires less information than a Form S-1 registration statement, expansive disclosures are required.
Form 1-A and Regulation 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 company and the offering, and is primarily designed to confirm and determine eligibility for the use of a Regulation A offering in general. Part I also includes disclosure related to the application of the bad actor disqualification; jurisdictions in which securities are to be offered; and unregistered securities issued or sold within the prior one year...
Tier 1 of Regulation A+ provides an exemption for
securities offerings of up to $20 million in a 12-
month period while Tier 2 provides an exemption
for securities offerings of up to $50 million in a 12-
month period. An issuer of $20 million or less of
securities in its offering can elect to proceed under
either Tier 1 or Tier 2.
The document outlines various time limits and compliance requirements for listed entities as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Some key requirements include having a minimum of 3 directors on the board, holding board meetings at least once every 120 days, forming committees like the audit committee and nomination & remuneration committee, and quarterly and annual financial disclosures within 45 and 60 days respectively of the end of the period. It also specifies various other periodic disclosures around shareholding patterns, outcome of board meetings, related party transactions, and procedures regarding share transfers within prescribed timelines.
The process of “going public” with a SEC registration statement is complex and at times precarious. While going public offers many benefits it also comes with risks and quantities of regulations with which issuers must become familiar. Despite the risks even in a down economy, the U.S. markets remain an attractive source of capital for both domestic and foreign issuers. It is important for issuers to have an experienced securities attorney to help navigate through the process and deal with the Securities & Exchange Commission (“SEC”), Financial Regulatory Authority (“FINRA”) & Depository Trust Company (“DTC”).
This document provides a compliance checklist summarizing the key disclosure requirements and timelines that listed entities must follow under the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. It outlines 14 major provisions requiring compliance certificates, statements, reports and other disclosures to be filed within specified timeframes ranging from within 21 days to 1 month. It also lists 3 new policies that must be adopted around preservation of documents, determining materiality of events, and archival of information. The checklist is intended to help listed companies maintain compliance with the continuous disclosure obligations under securities regulations.
The OTC Markets OTCQX offers foreign issuers seeking to go public in the U.S. an appealing alternative to listing on a stock exchange. Foreign issuers whose securities are listed on a foreign stock exchange that qualify for the exemption from the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), can go public in the U.S by quotation of their securities on the OTCQX without registration or reporting obligations to the Securities and Exchange Commission (the “SEC”).
This document is JFrog's annual report on Form 10-K filed with the SEC. It provides an overview of JFrog's business, including that JFrog provides a DevOps platform to enable organizations to continuously deliver software updates. In 2021, JFrog generated $206.7 million in revenue and had over 6,650 customers adopting its platform. The report discusses trends in software development and digital transformation that are increasing demand for DevOps solutions. It also contains the standard sections required in an annual report such as business overview, risk factors, financial statements, and corporate governance disclosures.
On March 25, 2015, the Securities and Exchange Commission (“SEC”) adopted amendments to Regulation A pursuant to the mandate of Section 401(a) of the JOBS Act which became effective last month. The Regulation A+ amendments include new forms and revamping Form 1-A. Regulation A+ expands existing Regulation A. Regulation A+ offerings can be used in combination with direct public offerings and initial public offerings as part of a going public transaction. The Regulation A+ exemption allows companies to more easily obtain initial shareholders required by the Financial Industry Regulatory Authority (“FINRA”). While Form 1-A requires less information than a Form S-1 registration statement, expansive disclosures are required.
Form 1-A and Regulation 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 company and the offering, and is primarily designed to confirm and determine eligibility for the use of a Regulation A offering in general. Part I also includes disclosure related to the application of the bad actor disqualification; jurisdictions in which securities are to be offered; and unregistered securities issued or sold within the prior one year...
Tier 1 of Regulation A+ provides an exemption for
securities offerings of up to $20 million in a 12-
month period while Tier 2 provides an exemption
for securities offerings of up to $50 million in a 12-
month period. An issuer of $20 million or less of
securities in its offering can elect to proceed under
either Tier 1 or Tier 2.
The document outlines various time limits and compliance requirements for listed entities as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Some key requirements include having a minimum of 3 directors on the board, holding board meetings at least once every 120 days, forming committees like the audit committee and nomination & remuneration committee, and quarterly and annual financial disclosures within 45 and 60 days respectively of the end of the period. It also specifies various other periodic disclosures around shareholding patterns, outcome of board meetings, related party transactions, and procedures regarding share transfers within prescribed timelines.
The process of “going public” with a SEC registration statement is complex and at times precarious. While going public offers many benefits it also comes with risks and quantities of regulations with which issuers must become familiar. Despite the risks even in a down economy, the U.S. markets remain an attractive source of capital for both domestic and foreign issuers. It is important for issuers to have an experienced securities attorney to help navigate through the process and deal with the Securities & Exchange Commission (“SEC”), Financial Regulatory Authority (“FINRA”) & Depository Trust Company (“DTC”).
This document provides a compliance checklist summarizing the key disclosure requirements and timelines that listed entities must follow under the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. It outlines 14 major provisions requiring compliance certificates, statements, reports and other disclosures to be filed within specified timeframes ranging from within 21 days to 1 month. It also lists 3 new policies that must be adopted around preservation of documents, determining materiality of events, and archival of information. The checklist is intended to help listed companies maintain compliance with the continuous disclosure obligations under securities regulations.
The OTC Markets OTCQX offers foreign issuers seeking to go public in the U.S. an appealing alternative to listing on a stock exchange. Foreign issuers whose securities are listed on a foreign stock exchange that qualify for the exemption from the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), can go public in the U.S by quotation of their securities on the OTCQX without registration or reporting obligations to the Securities and Exchange Commission (the “SEC”).
This document is JFrog's annual report on Form 10-K filed with the SEC. It provides an overview of JFrog's business, including that JFrog provides a DevOps platform to enable organizations to continuously deliver software updates. In 2021, JFrog generated $206.7 million in revenue and had over 6,650 customers adopting its platform. The report discusses trends in software development and digital transformation that are increasing demand for DevOps solutions. It also contains the standard sections required in an annual report such as business overview, risk factors, financial statements, and corporate governance disclosures.
The document provides an overview of Ind-AS 108 on operating segments. It discusses key aspects such as identifying the chief operating decision maker (CODM), operating segments, determining reportable segments, and required disclosures. The core principle is that an entity must disclose information to enable users to evaluate the nature and financial effects of its business activities and economic environment. It outlines the application process including identifying the CODM and operating segments, applying quantitative thresholds to determine reportable segments, and required disclosures on segments, products/services, geographical information, and major customers.
The document discusses key aspects of the SEBI Takeover Code including:
- Definitions of shares and control under the code
- Threshold limits that trigger open offer and disclosure requirements
- Exemptions available for inter-se transfers between certain categories
- Recent changes allowing extra creeping acquisition limit of 5% and requiring disclosure of pledged shares
- Conditions for seeking relaxation from open offer provisions under certain circumstances
This presentation clarifies the provisions of SEBI Takeover Code including exemptions and creeping acquisition provisions. In addition to this, it gives an anlaysis of recent amendment in regulations and judicial pronouncements made under these regulations.
Financial reporting obligations under SEC Rule 701 for private companies that...Azhar Qureshi
As companies remain private longer and continue growing, they often pass the $5 million threshold for the aggregate sales or issuances of securities to employees and other covered persons within a 12-month period, thus triggering the requirement under SEC Rule 701 to provide financial statements and other disclosures to participants in the offering. We are finding that companies may not be aware of the financial reporting obligations under Rule 701 and may not want or be able to provide, even confidentially, the required information to offering participants for competitive reasons. Our Technical Line highlights what private companies need to do to comply with the financial reporting requirements under Rule 701.
Presentation on industry perspective of listing regulations by CS Ahalada Rao V janyandkavi
This document discusses key aspects of SEBI's (Listing Obligation and Disclosure Requirements) Regulations, 2015 from an industry perspective. Some key points discussed include:
- The regulations consolidate various listing compliance provisions, apply to all types of securities listed, and expand disclosure and transparency coverage.
- Notable changes include transforming listing obligations from contractual to legal requirements and increasing penalties for non-compliance.
- Some regulations are principles-based rather than rules-based, requiring compliance with both the letter and spirit of the law.
- There are both similarities and contradictions with the Companies Act, 2013 regarding definitions, timelines, and financial reporting.
- New concepts introduced include definitions for material subsid
What are the salient features of CFSS, 2020 and LLP Settlement Scheme, 2020?DVSResearchFoundatio
OBJECTIVE
In order to make a fresh start on a clean state, Ministry of Corporate Affairs (MCA) vide circulars issued in March, 2020 has taken certain alleviative measures by introducing the Companies Fresh Start Scheme, 2020. Further, to promote ease of doing business, MCA has given relaxation in additional fees with respect to filing of pending documents with MCA by defaulting LLPs by introducing LLP Settlement Scheme, 2020. These Schemes act as relief to defaulting Companies / LLPs by mitigating their financial burden and giving them an opportunity to make a fresh start. In this webinar, we shall understand the salient features of these Schemes including their objective, applicability and the effect of immunity.
Supplement on revised schedule vi 110512Pooja Jain
This document provides an introduction and overview of the revised Schedule VI format for financial statements that was introduced in 2011 to harmonize disclosure requirements with accounting standards.
Key highlights include:
- The revised format prescribes a vertical presentation for the balance sheet and statement of profit and loss.
- Assets and liabilities must be classified as current or non-current and presented separately.
- Additional line items and disclosures are required, such as separate presentation of tangible and intangible assets.
- Detailed comparisons are provided between the old and revised Schedule VI formats.
- The general instructions for the revised format are outlined.
Annual IFRS update delivered by Paul Rhodes to partners and managers group at Crowe Soberman LLP.
Topics covered are two of the big shiny new standards: Financial Instruments IFRS 9; Revenue IFRS 15 plus an update of other standards changes
The document discusses the Foreign Account Tax Compliance Act (FATCA) and its three pillars: classification, reporting, and withholding. It provides details on how financial institutions are required to classify accounts as U.S. or foreign, individuals as U.S. persons or not, and entities as foreign financial institutions, non-financial foreign entities, or excepted entities. It also outlines reporting obligations such as reporting on U.S. accounts annually to the IRS. [END SUMMARY]
This document outlines various SEBI regulations regarding corporate governance reporting requirements for listed companies in India. It discusses regulations related to quarterly corporate governance reports, intimation of board meetings regarding financial results, publication of financial results and audit reports, payment of listing fees, and disclosure of shareholding by persons holding over 25% voting rights and by promoters. Key requirements include filing corporate governance reports within 15 days of the quarter's closure, intimating stock exchanges of board meetings to discuss financial results, publishing results in newspapers, and disclosing shareholding changes within 7 days of the financial year's closure.
ASSESMENT OF THE IMPACT OF IND AS on TelcosHARIT MANKAD
The document discusses the impact of adopting Indian Accounting Standards (Ind AS) for telecom companies in India. Some of the key areas that will be impacted for telecom companies include:
1) Accounting for revenue, spectrum licenses, indefeasible rights of use, property and equipment.
2) Accounting for deferred tax assets and liabilities.
3) Adoption of Ind AS 101 provides exemptions from retrospective application, including the use of fair value as deemed cost for property, plant and equipment.
4) Preparation of an opening Ind AS balance sheet as of the transition date and provision of comparative information will be required.
Regulation A- On November 17, 2016, the SEC Division of Corporation Finance issued three new Compliance and Disclosure Interpretations (C&DI) to provide guidance related to Regulation A. Since the new Regulation A came into effect on June 19, 2015, its use has continued to steadily increase. In my practice alone I am noticing a large uptick in broker-dealer-placed Regulation A offerings, and recently, institutional investor interest...
Clarification regarding non applicability of accounting standard 18cssourabharora
This document clarifies that Accounting Standard 18 regarding related party transactions is not applicable to the company. It lists 8 categories of enterprises to which the standard applies, including those with listed securities, in the process of listing, banks, financial institutions, insurance companies, and those with over Rs. 50 crores in turnover or Rs. 10 crores in borrowings. As the company does not fall under any of these categories, it is not required to disclose related party transactions per Accounting Standard 18 in its financial filings.
Related Party Transaction Policy And The SubsidiariesAtishNayar
Related party transaction is a transfer of resources, services or obligations between a company and a related party, regardless of whether a price is charged. A transaction with a related party shall be construed to include single transaction or a group of transactions in a contract.
Objectives & Agenda :
To understand the concept of ICDS and the rationale for introducing ICDS, its applicability and its commencement year. To analyse each and every ICDS and draw up a comparative analysis of ICDS and Accounting Standards (AS). Finally, to know the relevant disclosure of ICDS in tax audit report.
The document provides a summary of key aspects of various Indian Accounting Standards (Ind AS). It discusses the objectives, requirements and differences compared to previous Indian GAAP/ IFRS of various Ind AS like Ind AS 1 on presentation of financial statements, Ind AS 2 on inventories, Ind AS 7 on statement of cash flows, Ind AS 8 on accounting policies etc. For each Ind AS, it highlights important principles, disclosure requirements, and carve outs or differences between Ind AS and corresponding IFRS.
The document summarizes the key changes introduced in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which came into effect in December 2015. Some of the major changes include more stringent corporate governance requirements for listed companies, mandatory registration of share transfer agents with SEBI, enhanced disclosure obligations for events and financial results, restrictions on reclassification of promoters, and new provisions regarding dividend payments, preservation of documents, and responsibilities of stock exchanges. The regulations aim to consolidate various listing requirements for different types of securities into a single document to improve transparency and protect investor interests.
The document summarizes key changes and amendments related to the Companies Act 2013 between March and April 2021. Some important changes include amendments to Schedule III regarding additional disclosures for borrowings, investments, loans to related parties, crypto currency transactions etc. The Companies (Audit and Auditors) Amendment Rules 2021 require auditors to check for audit trails in accounting software. The CSR rules were also amended to allow research on COVID-19 vaccines as CSR spend and to define implementing agencies for CSR activities.
The document discusses the impact of adopting Indian Accounting Standards (Ind AS) for automobile companies. It covers key areas like revenue recognition, provisions, hedging, securitizations, deferred tax, embedded derivatives, product development costs, and property, plant and equipment. The overview section explains the transition process to Ind AS, including the requirement for an explicit compliance statement, accounting policy choices, and preparation of an opening Ind AS balance sheet. It also discusses exemptions available, such as the use of deemed cost for property valuations and relief from restating cumulative translation differences.
SEC registration statements are the most efficient and reliable method for a private company to...obtain public company status. Using a registration statement, companies provide transparency to investors and avoid the risks of reverse merger transactions. This blog post addresses some of the most common questions we are asked about SEC registration statements and and the going pubic process.
Andrew Duffy is a graphic designer based in Ireland. The portfolio document showcases his work for clients such as Hot Press magazine, Nádúr Organics, and various music and event posters. It includes logos, branding, magazine layouts, packaging, websites, and large format graphics he created for display stands. The document demonstrates Duffy's range of design skills and styles for print, digital media, and environmental graphics.
The document provides an overview of Ind-AS 108 on operating segments. It discusses key aspects such as identifying the chief operating decision maker (CODM), operating segments, determining reportable segments, and required disclosures. The core principle is that an entity must disclose information to enable users to evaluate the nature and financial effects of its business activities and economic environment. It outlines the application process including identifying the CODM and operating segments, applying quantitative thresholds to determine reportable segments, and required disclosures on segments, products/services, geographical information, and major customers.
The document discusses key aspects of the SEBI Takeover Code including:
- Definitions of shares and control under the code
- Threshold limits that trigger open offer and disclosure requirements
- Exemptions available for inter-se transfers between certain categories
- Recent changes allowing extra creeping acquisition limit of 5% and requiring disclosure of pledged shares
- Conditions for seeking relaxation from open offer provisions under certain circumstances
This presentation clarifies the provisions of SEBI Takeover Code including exemptions and creeping acquisition provisions. In addition to this, it gives an anlaysis of recent amendment in regulations and judicial pronouncements made under these regulations.
Financial reporting obligations under SEC Rule 701 for private companies that...Azhar Qureshi
As companies remain private longer and continue growing, they often pass the $5 million threshold for the aggregate sales or issuances of securities to employees and other covered persons within a 12-month period, thus triggering the requirement under SEC Rule 701 to provide financial statements and other disclosures to participants in the offering. We are finding that companies may not be aware of the financial reporting obligations under Rule 701 and may not want or be able to provide, even confidentially, the required information to offering participants for competitive reasons. Our Technical Line highlights what private companies need to do to comply with the financial reporting requirements under Rule 701.
Presentation on industry perspective of listing regulations by CS Ahalada Rao V janyandkavi
This document discusses key aspects of SEBI's (Listing Obligation and Disclosure Requirements) Regulations, 2015 from an industry perspective. Some key points discussed include:
- The regulations consolidate various listing compliance provisions, apply to all types of securities listed, and expand disclosure and transparency coverage.
- Notable changes include transforming listing obligations from contractual to legal requirements and increasing penalties for non-compliance.
- Some regulations are principles-based rather than rules-based, requiring compliance with both the letter and spirit of the law.
- There are both similarities and contradictions with the Companies Act, 2013 regarding definitions, timelines, and financial reporting.
- New concepts introduced include definitions for material subsid
What are the salient features of CFSS, 2020 and LLP Settlement Scheme, 2020?DVSResearchFoundatio
OBJECTIVE
In order to make a fresh start on a clean state, Ministry of Corporate Affairs (MCA) vide circulars issued in March, 2020 has taken certain alleviative measures by introducing the Companies Fresh Start Scheme, 2020. Further, to promote ease of doing business, MCA has given relaxation in additional fees with respect to filing of pending documents with MCA by defaulting LLPs by introducing LLP Settlement Scheme, 2020. These Schemes act as relief to defaulting Companies / LLPs by mitigating their financial burden and giving them an opportunity to make a fresh start. In this webinar, we shall understand the salient features of these Schemes including their objective, applicability and the effect of immunity.
Supplement on revised schedule vi 110512Pooja Jain
This document provides an introduction and overview of the revised Schedule VI format for financial statements that was introduced in 2011 to harmonize disclosure requirements with accounting standards.
Key highlights include:
- The revised format prescribes a vertical presentation for the balance sheet and statement of profit and loss.
- Assets and liabilities must be classified as current or non-current and presented separately.
- Additional line items and disclosures are required, such as separate presentation of tangible and intangible assets.
- Detailed comparisons are provided between the old and revised Schedule VI formats.
- The general instructions for the revised format are outlined.
Annual IFRS update delivered by Paul Rhodes to partners and managers group at Crowe Soberman LLP.
Topics covered are two of the big shiny new standards: Financial Instruments IFRS 9; Revenue IFRS 15 plus an update of other standards changes
The document discusses the Foreign Account Tax Compliance Act (FATCA) and its three pillars: classification, reporting, and withholding. It provides details on how financial institutions are required to classify accounts as U.S. or foreign, individuals as U.S. persons or not, and entities as foreign financial institutions, non-financial foreign entities, or excepted entities. It also outlines reporting obligations such as reporting on U.S. accounts annually to the IRS. [END SUMMARY]
This document outlines various SEBI regulations regarding corporate governance reporting requirements for listed companies in India. It discusses regulations related to quarterly corporate governance reports, intimation of board meetings regarding financial results, publication of financial results and audit reports, payment of listing fees, and disclosure of shareholding by persons holding over 25% voting rights and by promoters. Key requirements include filing corporate governance reports within 15 days of the quarter's closure, intimating stock exchanges of board meetings to discuss financial results, publishing results in newspapers, and disclosing shareholding changes within 7 days of the financial year's closure.
ASSESMENT OF THE IMPACT OF IND AS on TelcosHARIT MANKAD
The document discusses the impact of adopting Indian Accounting Standards (Ind AS) for telecom companies in India. Some of the key areas that will be impacted for telecom companies include:
1) Accounting for revenue, spectrum licenses, indefeasible rights of use, property and equipment.
2) Accounting for deferred tax assets and liabilities.
3) Adoption of Ind AS 101 provides exemptions from retrospective application, including the use of fair value as deemed cost for property, plant and equipment.
4) Preparation of an opening Ind AS balance sheet as of the transition date and provision of comparative information will be required.
Regulation A- On November 17, 2016, the SEC Division of Corporation Finance issued three new Compliance and Disclosure Interpretations (C&DI) to provide guidance related to Regulation A. Since the new Regulation A came into effect on June 19, 2015, its use has continued to steadily increase. In my practice alone I am noticing a large uptick in broker-dealer-placed Regulation A offerings, and recently, institutional investor interest...
Clarification regarding non applicability of accounting standard 18cssourabharora
This document clarifies that Accounting Standard 18 regarding related party transactions is not applicable to the company. It lists 8 categories of enterprises to which the standard applies, including those with listed securities, in the process of listing, banks, financial institutions, insurance companies, and those with over Rs. 50 crores in turnover or Rs. 10 crores in borrowings. As the company does not fall under any of these categories, it is not required to disclose related party transactions per Accounting Standard 18 in its financial filings.
Related Party Transaction Policy And The SubsidiariesAtishNayar
Related party transaction is a transfer of resources, services or obligations between a company and a related party, regardless of whether a price is charged. A transaction with a related party shall be construed to include single transaction or a group of transactions in a contract.
Objectives & Agenda :
To understand the concept of ICDS and the rationale for introducing ICDS, its applicability and its commencement year. To analyse each and every ICDS and draw up a comparative analysis of ICDS and Accounting Standards (AS). Finally, to know the relevant disclosure of ICDS in tax audit report.
The document provides a summary of key aspects of various Indian Accounting Standards (Ind AS). It discusses the objectives, requirements and differences compared to previous Indian GAAP/ IFRS of various Ind AS like Ind AS 1 on presentation of financial statements, Ind AS 2 on inventories, Ind AS 7 on statement of cash flows, Ind AS 8 on accounting policies etc. For each Ind AS, it highlights important principles, disclosure requirements, and carve outs or differences between Ind AS and corresponding IFRS.
The document summarizes the key changes introduced in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which came into effect in December 2015. Some of the major changes include more stringent corporate governance requirements for listed companies, mandatory registration of share transfer agents with SEBI, enhanced disclosure obligations for events and financial results, restrictions on reclassification of promoters, and new provisions regarding dividend payments, preservation of documents, and responsibilities of stock exchanges. The regulations aim to consolidate various listing requirements for different types of securities into a single document to improve transparency and protect investor interests.
The document summarizes key changes and amendments related to the Companies Act 2013 between March and April 2021. Some important changes include amendments to Schedule III regarding additional disclosures for borrowings, investments, loans to related parties, crypto currency transactions etc. The Companies (Audit and Auditors) Amendment Rules 2021 require auditors to check for audit trails in accounting software. The CSR rules were also amended to allow research on COVID-19 vaccines as CSR spend and to define implementing agencies for CSR activities.
The document discusses the impact of adopting Indian Accounting Standards (Ind AS) for automobile companies. It covers key areas like revenue recognition, provisions, hedging, securitizations, deferred tax, embedded derivatives, product development costs, and property, plant and equipment. The overview section explains the transition process to Ind AS, including the requirement for an explicit compliance statement, accounting policy choices, and preparation of an opening Ind AS balance sheet. It also discusses exemptions available, such as the use of deemed cost for property valuations and relief from restating cumulative translation differences.
SEC registration statements are the most efficient and reliable method for a private company to...obtain public company status. Using a registration statement, companies provide transparency to investors and avoid the risks of reverse merger transactions. This blog post addresses some of the most common questions we are asked about SEC registration statements and and the going pubic process.
Andrew Duffy is a graphic designer based in Ireland. The portfolio document showcases his work for clients such as Hot Press magazine, Nádúr Organics, and various music and event posters. It includes logos, branding, magazine layouts, packaging, websites, and large format graphics he created for display stands. The document demonstrates Duffy's range of design skills and styles for print, digital media, and environmental graphics.
Chrissi Hernandez-Letherer has over 30 years of experience in retail management, marketing, public relations, and nonprofit work. She has held leadership roles at various retailers like Chico's, Pottery Barn, and Bow Wow Blues. Additionally, she has volunteered extensively with organizations like the Junior League of Albuquerque, Explora Science Center, and Albuquerque Museum Foundation, taking on roles like chairman, president, and committee member. Hernandez-Letherer received a Bachelor's degree in University Studies from the University of New Mexico, where she was involved in her sorority and student government.
Regulation A+ allows companies to raise capital through public stock offerings. Upon qualifying with the SEC, companies can offer and sell stock. To obtain a stock ticker symbol and public trading, companies must find a sponsoring market maker to file Form 211 with FINRA. Sponsoring market makers are regulated by the SEC and FINRA and cannot charge fees for filing Form 211. They must submit Form 211 to apply for a trading symbol and respond to FINRA comments. For the first 30 days after approval, only the sponsoring market maker can quote the company's stock.
More and more issuers going public opt for a direct public offering. In a direct public offering management sells shares of the company’s stock directly to investors, rather than through the efforts of an underwriter. Going public with a direct public offering eliminates costs and risks associated with a reverse merger transaction. Private companies conducting a direct public offering should consider the pointers below to ensure a successful and cost-effective going public transaction.
Companies can solicit investor interest for a potential Regulation A+ offering, both before and after the filing of their Form 1-A offering statement with the SEC. The issuer’s solicitation materials used after the Form 1-A offering statement is publicly filed, must be accompanied by a preliminary offering circular or provide a URL where the preliminary offering statement can be obtained. Additionally, materials used to solicit investors must be filed as exhibits to the Form 1-A offering statement.
This document provides an overview of Regulation A+, including who is eligible and not eligible, the tier options (Tier 1 and Tier 2), required SEC reporting, and how Issuer Direct can assist with Reg A+ filings. Tier 1 allows raises up to $20M and has basic disclosure requirements but no audits, while Tier 2 allows up to $50M and preempts state laws, both with 30% refill limits. Issuer Direct handles all Reg A+ filings and provides additional services like document formatting and submission.
This document summarizes SEC reporting obligations for public companies. It explains that publicly traded companies must file periodic reports with the SEC including annual 10-K reports, quarterly 10-Q reports, and current 8-K reports. It also discusses requirements for smaller reporting companies, including scaled disclosure requirements and extended filing deadlines. Failure to comply with SEC reporting obligations can result in enforcement actions and restrictions on shareholders' ability to sell securities.
Securities & Capital Markets Insights: Regulation A PlusLexisNexis
Regulation A+ modernizes the offering process and provides an important capital-raising alternative for private companies by exempting certain small capital-raising efforts from Securities Act registration requirements. It establishes two tiers - Tier 1 allows offerings up to $20 million and Tier 2 allows up to $50 million. Tier 2 offerings have additional ongoing filing obligations but are exempt from state securities law registration. Regulation A+ eases the burden for small public offerings and provides a meaningful option for smaller companies to raise capital other than through private offerings or IPOs.
A publicly traded company that has a class of securities registered under Section 12 of the Exchange Act or is subject to Section 15(d) must comply with SEC reporting requirements. This includes filing annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports for material events on Form 8-K. Smaller reporting companies have scaled disclosure obligations and extended deadlines to file certain reports. Failure to comply with SEC reporting requirements can result in enforcement actions and restrict the ability of shareholders to sell securities.
Alternatives to Registration Chart May 1, 2015Frances Scott
1. Accredited investors include certain institutions, directors, executives, general partners, and natural persons meeting certain income or net worth thresholds. For natural persons, net worth is calculated excluding primary residence, and debt on primary residence incurred in last 60 days is excluded unless for acquisition of residence.
2. Non-exclusive safe harbors for verifying natural person accredited investor status include reviewing tax forms and obtaining income certification, or reviewing statements of assets/liabilities and credit report plus written representations of all liabilities. Third party certification from specified professionals is also allowed.
3. The document provides a chart comparing various exemptions from securities registration requirements, including key details on offering limits, solicitation rules, disclosure requirements, res
Presentation delivered by Brian Korn, Partner at Manatt, Phelps & Phillips, LLP at FinFair 2015
According to Brian Korn, “Reg A+ ushers in a new type of quasi-public offering that breaks the classic dichotomy of registered public offering or private placement. It is also a novel opportunity for small business lending platforms to raise capital from both accredited and non-accredited investors without becoming fully registered public companies.” In this presentation, Korn shows how Reg A+ is being utilized to create payment-dependent notes and engineer new retail fixed-income products.
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549.pdfSohraarman
There are competitors operating self service businesses in all of the markets in which we operate. In some markets, there are numerous competitors, oftenoperating in close proximity to our operations. We try to differentiate our business by the quality of the inventory and the size and cleanliness of the property. Wealso differentiate our business from our competitors through our app, which allows customers to receive daily push notifications when vehicles in which they haveidentified an interest are placed into their favorite yards. In addition to allowing customers to see our available inventory, the app also allows customers to inputsearch parameters, including for specific parts, and the year, make, and model of the vehicle, to identify the population of vehicles that might be available fromwhich to pull compatible parts. We do not consider retail chains that focus on the do-it-yourself market to be our direct competitors, as there is limited overlap inthe products that we sell.
The Ministry of Corporate Affairs has amended Schedule III of the Companies Act 2013, which takes effect from April 1, 2021. The amendments increase transparency and disclosure requirements for financial statements. Key changes include requiring ageing schedules for trade receivables and payables, additional disclosure on property, plant and equipment, regulatory information, and certain ratio disclosures. Companies will need to update their financial reporting processes and internal controls to comply with the new guidelines.
Solution Manual Advanced Accounting 9th Edition by Baker Chapter 14Saskia Ahmad
The document discusses SEC reporting requirements for public companies. It provides answers to multiple-choice questions covering topics such as the legal authority of the SEC, securities acts of 1933 and 1934, SEC forms like 10-K and 8-K, registration statements, and the Foreign Corrupt Practices Act. It also includes solutions to cases analyzing objectives of securities acts, roles of the SEC and FASB, information in proxy statements, and required disclosures in Form 10-Ks.
This document discusses key information reporting requirements and changes for 2016, including:
- Form 1098 reporting now requires property address, outstanding mortgage principal, and origination date.
- Form 1099-MISC due date for non-employee compensation in Box 7 changed to January 31, 2017.
- Mergers and acquisitions information reporting must be addressed in agreements, and successor entities may combine predecessor reporting in some cases.
- Substantial penalties apply for failure to file correct and timely information returns. Reasonable cause can sometimes waive penalties.
Smaller Reporting Companies vs. Emerging Growth Companies- The topic of reporting requirements and distinctions between various categories of reporting companies has been prevalent over the past couple of years as regulators and industry insiders examine changes to the reporting requirements for all companies, andqualifications for the various categories of scaled disclosure requirements. As I’ve
written about these developments, I have noticed inconsistencies in the treatment of smaller reporting companies and emerging growth companies in ways that are likely the result of poor drafting or unintended consequences...
The document summarizes the key reporting requirements for auditors under the Companies (Auditor's Report) Order, 2015 (CARO). It outlines 20 matters that must be addressed in the audit report, including verification of fixed assets, inventory, loans, deposits, statutory dues, accumulated losses, default or guarantee of loans, usage of loans, and reporting of any fraud. Certain companies are exempt from CARO, including banking, insurance, not-for-profit, and some private companies based on size criteria. CARO is applicable to financial years beginning April 10, 2015.
The document summarizes the key reporting requirements for auditors under the Companies (Auditor's Report) Order, 2015 (CARO). It outlines 20 matters that must be addressed in the auditor's report, including fixed assets, inventory, loans, deposits, statutory dues, accumulated losses, default/guarantees on loans, use of loans, and fraud. Certain companies are exempt from CARO, such as banking, insurance, not-for-profit, and some private companies based on size criteria. The order is applicable from April 10, 2015.
The SEC regulates financial reporting and disclosures of public companies. It was given authority by the Securities Acts of 1933 and 1934 to require companies to register securities and make periodic financial disclosures. The SEC oversees registration statements, reviews financial filings like the annual 10-K, and enforces regulations around proper financial reporting, disclosures, and governance. Major forms companies use for registration and reporting include the S-1, 10-K, 10-Q, and 8-K. Key requirements for public companies outlined in the Sarbanes-Oxley Act of 2002 include CEO/CFO certification of financial reports, management assessment of internal controls, and auditor attestation of the assessment.
Economic Substance Reassessment in UAE.pdfFiyona Nourin
The UAE Ministry of Finance has published new templates for filing economic substance notifications and reports according to recent changes to regulations. All UAE businesses must re-file notifications through the Ministry's portal within 12 months of their financial year end, including those that had already filed. The new templates require additional details on company branches, ownership, and exemptions status. Businesses must also provide financial information and regulatory authorities for activities, and can include additional documentation to demonstrate substance. Failure to comply with the new regulations can result in penalties.
This document discusses accounting for events after the reporting period according to Ind AS 10. It defines adjusting and non-adjusting events and how they should be treated. Adjusting events provide evidence of conditions that existed at the end of the reporting period and require adjustment to amounts recognized in financial statements. Non-adjusting events indicate conditions that arose after the reporting period and do not result in adjustment, but require disclosure if important to users. The document provides examples to illustrate accounting for adjusting versus non-adjusting events.
This document is a Form 10-Q quarterly report filed by fuboTV Inc. with the SEC for the quarter ended September 30, 2020. It includes fuboTV's condensed consolidated financial statements and notes. Some key details:
- Revenues for the quarter were $61.2 million, up significantly year-over-year, mainly from subscriptions. However, operating loss was $302.2 million due to large impairment charges.
- Total assets were $799.3 million as of September 30, 2020, up from $368.2 million as of December 31, 2019, mainly due to acquisitions.
- Net loss for the quarter was $274.1 million
This document is a Form 10-Q quarterly report filed by fuboTV Inc. with the SEC for the quarter ended September 30, 2020. It includes fuboTV's condensed consolidated financial statements and notes. Some key details:
- Revenues for the quarter were $61.2 million, up significantly year-over-year, mainly from subscriptions. However, operating loss was $302.2 million due to large impairment charges.
- Total assets were $799.3 million as of September 30, 2020, up significantly from $368.2 million as of December 31, 2019, mainly due to acquisitions.
- Net loss for the quarter was $274.1
This document is a registration statement filed with the SEC to register shares of common stock for resale by the selling stockholder, RDW Capital, LLC. The registration statement relates to a securities purchase agreement between Force Protection Video Equipment Corp. and RDW Capital, whereby RDW Capital invested a total of $462,000 in Force Protection through three convertible promissory notes. If RDW Capital elects to convert the notes, up to 2,415,000 shares of common stock would be issuable to RDW Capital. The proceeds from the sale of shares by RDW Capital will be retained by RDW Capital, while Force Protection will bear the costs associated with the registration process.
Regulation A+ expands existing Regulation A. Existing Regulation A provides an existing exemption from registration for smaller issuers of securities. Regulation A+ offerings can be used in combination with direct public offerings and initial public offerings as part of a Going Public Transaction allowing the issuer to avoid the risks of reverse merger transactions.
The EB-5 investor visa program is becoming more popular since Rule 506 (c) became law allowing issuers to advertise their offerings to foreign investors seeking U.S. residency. As with any investment proper due diligence is crucial. The Securities and Exchange Commission’s (“SEC”) Office of Investor Education and Advocacy and U.S. Citizenship and Immigration Services (“USCIS”) have issued recent warnings to foreign investors regarding the fraudulent use of the EB-5 program.
The Depository Trust and Clearing Corporation (“DTCC”), through its subsidiaries, provides clearing, settlement and information services for securities. DTCC’s subsidiary, the Depository Trust Company (“DTC”) was created to improve efficiencies and reduce risk in the clearance and settlement of securities transactions. Not all securities are eligible to be settled through DTC. DTC Eligibility has become an often unexpected burden for companies in going public transactions.
Investor relations or stock promotion involves the dissemination of information about a public company to increase its stock price and/or trading volume.
The person who publishes this information is sometimes referred to as a “Stock Promoter”, “Investor Relations Provider” or “Stock Tout”.
The EB-5 investor visa program is becoming more popular since Rule 506 (c) became law allowing issuers to advertise their offerings to foreign investors seeking U.S. residency. As with any investment proper due diligence is crucial. The Securities and Exchange Commission’s (“SEC”) Office of Investor Education and Advocacy and U.S. Citizenship and Immigration Services (“USCIS”) have issued recent warnings to foreign investors regarding the fraudulent use of the EB-5 program.
The Depository Trust and Clearing Corporation (“DTCC”), through its subsidiaries, provides clearing, settlement and information services for securities. DTCC’s subsidiary, the Depository Trust Company (“DTC”) was created to improve efficiencies and reduce risk in the clearance and settlement of securities transactions. Not all securities are eligible to be settled through DTC. DTC Eligibility has become an often unexpected burden for companies in going public transactions.
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UnityNet World Environment Day Abraham Project 2024 Press ReleaseLHelferty
June 12, 2024 UnityNet International (#UNI) World Environment Day Abraham Project 2024 Press Release from Markham / Mississauga, Ontario in the, Greater Tkaronto Bioregion, Canada in the North American Great Lakes Watersheds of North America (Turtle Island).
ZKsync airdrop of 3.6 billion ZK tokens is scheduled by ZKsync for next week.pdfSOFTTECHHUB
The world of blockchain and decentralized technologies is about to witness a groundbreaking event. ZKsync, the pioneering Ethereum Layer 2 network, has announced the highly anticipated airdrop of its native token, ZK. This move marks a significant milestone in the protocol's journey, empowering the community to take the reins and shape the future of this revolutionary ecosystem.
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2. Regulation A+
Regulation A+ expands existing Regulation A. Existing Regulation A
provides an existing exemption from registration for smaller issuers of
securities. Regulation A+ offerings can be used in combination with direct
public offerings and initial public offerings as part of a Going Public
Transaction.
Regulation A+ simplifies the process of obtaining the seed
stockholders required by the Financial Industry Regulatory Authority
while allowing the issuer to raise initial capital.
When Is Regulation A+ Effective?
Regulation A+ is effective on June 19, 2015.
3. Can All Companies Use Regulation A+?
No. Regulation A+ offerings can only be conducted by companies that are
domiciled in and have their principal place of business in the United States
or Canada. As such, foreign issuers may not conduct Regulation
A+ offerings and must locate an alternative exemption for their
unregistered offering.
What Securities Can Be Registered On
Form 1-A Under Regulation A+?
Regulation A+ is limited to warrants and convertible equity securities.
4. How MuchCan I RaiseWith RegulationA+?
Tier 1, is available for offerings of securities 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 is available, for offerings of
securities 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.
Can The Company’s Existing Shareholders
Register Shares In A Regulation A+ Offering?
Yes. For a Tier 1 offering, secondary sales are limited to $6 million in a 12-
month period. For Tier 2 offerings, secondary sales are limited to $15 million
in a 12-month period. Additionally, secondary sales at the time of an issuer's
first Regulation A offering and within 12 months thereafter cannot exceed 30
percent of the aggregate offering price of that particular offering and for
affiliates only, the $6 million and $15 million annual limitations on secondary
sales continue indefinitely.
5. Who Can Invest In A Regulation A+
Offering?
Both accredited and non-accredited investors can participate in Regulation
A+ offerings. In a Tier 2 Offering, if the issuer does not become listed on a
national exchange, non-accredited investors may invest the greater of 10%
of their income or net worth (exclusive of principal residence), whichever is
greater.
If a company lists on a national exchange immediately upon
commencement of its offering, there are no limitations on how much may
be invested by non-accredited investors in the offering.
There is no cap on the amounts an accredited investor may invest in either
Tier 1 or Tier 2.
6. Are Regulation A+ Shares Restricted
Securities?
Shares sold in a Regulation A+ offering are not “restricted securities”. As
such, resales by non-affiliates are not subject to transfer restrictions.
Resales by affiliates (other than registered resales or secondary sales
under Regulation A+) are subject to the limitations of Rule 144, other
than the holding period requirement.
7. Do I Have To File Reports With The SEC
After My Regulation A+ Offering Is
Approved?
• Yes. You must file reports specifically designed for Regulation A+.
Issuers conducting Regulation A, Tier 1 offerings must file a Form 1-Z
within 30 days after the offering is completed or terminated. Form 1-A
requires information about the amount of securities qualified and sold,
as well as the price, fees, and net proceeds.
• Issuers conducting Regulation A, Tier 2 offering must report the same
information on Form 1-Z or, depending on when the offering is
terminated, in their annual report on Form 1-K. Issuers in Regulation A,
Tier 2 offerings become subject to ongoing SEC reporting obligations.
8. What Disclosures Are Required In A
Form 1-A Offering Statement?
The Regulation A+ Form 1-A offering statement has three parts: Part I,
which requires basic issuer information such as the details about the
security being offered, the jurisdictions where the securities will be
offered, and recent sales of unregistered securities. Part II, requires the
business, management, financial statement, and other substantive
disclosures. Part III, contains exhibits and related documents.
Are Regulation A+ Filings Submitted On
EDGAR?
Yes. All Regulation A+ filings must be made through the SEC’s electronic
filings system, known as EDGAR.
9. What SEC Periodic Reporting Obligations
Imposed Apply To Tier 2 Issuers?
Tier 2 issuers becomes subject to Regulation A reporting obligations if
certain conditions are met.
These include: (i) that the securities of each class covered by the Form 1-
A offering statement be held of record by less than 300 persons (1,200
persons for banks and bank holding companies), (ii) offers and sales under
the Form 1-A offering statement are not ongoing, and (iii) the issuer has
complied with its ongoing reporting obligations.
10. What Are The Ongoing Reporting
Obligations For Tier 2 Issuers?
Regulation A+ ongoing requirements for Tier 2 issuers include: (i) annual
reports on new Form 1-K, which will include the same information
required in a Form 1-A, and Regulation A offering circular other than the
offering-specific information; (ii) semiannual reports on new Form 1-SA
which includes financial statements and an MD&A; (iii) current information
reports on the new Form 1-U which reports “fundamental changes,” and
other specific events including bankruptcy or receivership, non-reliance on
previously issued financial statements, audit report or interim review,
changes in control, departure of certain executive officers and unregistered
sales of 10% or more of outstanding equity securities; and (iv) depending
on the financial statements included in the Form 1-A and the timing until
the next annual or semiannual report, financial reports on new Forms 1-K
and 1-SA are required for periods where there are gaps in the financial
information.
11. Do My Financial Statements Have To Be
Audited?
For Tier 1 Regulation A+ offerings, no audit is required. For Tier 2
offerings, Audited Annual Financial Statements must be provided by the
Company’s independent auditor. Note the auditor does not have to
registered with the Public Company Accounting Oversight Board.
What Periods Are Required To Be
Audited?
Financial statements must be dated not more than nine months before the
date of Regulation A+ filing or qualification, with the most recent annual
or interim balance sheet not older than nine months. If interim financial
statements are required, they must cover a period of at least six months.
12. Can A Tier 2 Issuer Become A Reporting
CompanyUnder The ExchangeAct By Filing A
Registration Statement On Form8-A InsteadOf
Form10?
Yes, a Tier 2 issuer can use Form 8-A to register a class of securities under
the Exchange Act concurrently with the qualification of a Tier 2 offering?
Can A Company Suspend Its Regulation A+
Reporting Requirements?
Yes. A company can suspend its ongoing reporting obligations after the fiscal
year in which its Form 1-A offering statement is qualified if it has filed an
annual report for that fiscal year using Form 1-Z.
13. Are Issuers In Tier 2 Offerings Exempt
From Section 12(g) Reporting?
Securities issued in a Tier 2 offering are exempt from the Exchange Act
registration requirements of Section 12(g) if and for so long as the issuer
remains subject to, and is current in (as of its fiscal year end) its Regulation
A periodic reporting obligations, provided the following additional
conditions are also met:
• the issuer has engaged a transfer agent that is appropriately registered
with the SEC; and
• the issuer has a public float of less than $75 million (or, in the absence of
a public float, annual revenues of less than $50 million) (similar to the
"smaller reporting company" qualifications).
14. Do I Have To Register My Regulation A+
Offering With State Regulators?
Regulation A+ also provides for the preemption of state securities law
registration statement requirements 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 of the North American Securities Administrators Association
(NASAA). Companies should remember that states retain authority to:
• require the filing of any documents filed with the SEC “for notice purposes
and payment of fees”;
• enforce filing and fee requirements by suspending offerings within a given
state; and
• investigate and bring enforcement actions with respect to fraudulent
securities offerings.
15. Does The Integration Rule Apply To
Regulation A+ Offerings?
Regulation A+ offerings will not be integrated with prior offers or sales of
securities. Subsequent offers or sale will not be integrated with securities
offerings that are:
• registered pursuant to Securities Act, unless the abandoned Regulation A
offering provisions are applicable
• conducted pursuant to Rule 701;
• conducted pursuant to employee benefit plans;
• conducted pursuant to Regulation S;
• conducted pursuant to Regulation Crowdfunding; or
• conducted more than six months after the completion of the Regulation
A offering.
16. Are Bad Actors Banned From Regulation
A+ Offerings?
Yes. Regulation A+ includes bad actor disqualification provisions as
adopted under Rule 506(d) of Regulation D. Regulation A+ added two
additional disqualification triggers.
These are Securities & Exchange Commission cease-and-desist orders for
violations of scienter-based anti-fraud provisions of the federal securities
laws or the registration provisions of Section 5 of the Securities Act and
the final orders and bars of certain state and other federal regulators.
17. What Are The Advantages Of
Regulation A+?
Regulation A+ Offers Numerous Benefits. Among Them Are:
• Because securities sold in
Regulation A+ offerings are
unrestricted, investors and
shareholders have an exist
strategy.
• Issuers can voluntarily become
a full SEC reporting company by
using Form 8-A and list on a
national securities exchange
upon closing of the offering.
• Regulation A+ allows both
accredited and non-accredited
investors to participate creating
a large investor pool.
• State Blue Sky Laws are pre-
empted in Tier 2 offerings.
• Regulation A+ offers two tiers of
offerings providing flexibility to
investors.
• Tier 1 offerings do not require
audited financial statements.
• Disclosure requirements are
scaled down from those
required in an SEC registration
statement.
18. For further information about this securities law Q & A, please
contact Brenda Hamilton, Securities Attorney at 101 Plaza Real South,
Suite 202 North, Boca Raton Florida, (561) 416-8956, or
info@securitieslawyer101.com. This securities law blog post is provided
as a general informational service to clients and friends of Hamilton &
Associates Law Group, P.A. and should not be construed as, and does not
constitute legal advice on any specific matter, nor does this message
create an attorney-client relationship. Please note that the prior results
discussed herein do not guarantee similar outcomes.
Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Going Public Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855
www.SecuritiesLawyer101.com