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.

1. Regulation A+ & Going Public
Regulation A+ Tier 1 & Tier 2 Offerings provide unique
exemptions designed to fit the needs of your small
business.
Using Regulation A+ To Go Public

2. 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

3. 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.

4. 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
the offering is complete.
• Issuers in Regulation A, Tier 1 offerings must file a Form 1-Z within
30 days after he offering is completed or terminated. 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.
• All Regulation A+ filings must be made through the SEC’s EDGAR
database.

5. 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 in Regulation 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.

6. Blue Sky Laws & Regulation A+
• Regulation A+ preempts state registration and
qualification requirements for offerings to “qualified
purchasers,” in Tier 2 offerings.
• Regulation A+ Tier 1 offerings are subject to state
registration and qualification requirements.
• NASAA’s coordinated review program will apply only to
Tier 1 offerings. NASAA’s coordinated review process
for Regulation A offerings streamlines multi-state
review protocols for Regulation A offerings. NASAA’s
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 NASAA’s coordinated review process.

7. 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

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