Regulation A+ Filings

On June 19, 2015, amendments to SEC Regulation A (Regulation A +) will become effective. Members that anticipate participating in Regulation A + offerings must file them with FINRA using the Public Offering System. FINRA has updated the Public Offering System with six new forms that will be available on June 19, coupled with the associated amendments and two new “Deal Characteristics” specific to these offerings.

Added Forms:

1-A, 1-A/A
1-K, 1-K/A
1-SA, 1-SA/A
1-U, 1-U/A
1-Z, 1-Z/A
8-A, 8-A/A

Regulation A+ offerings may be filed confidentially or non-confidentially and should be submitted in the same manner as a Corporate or Investment Program filing. However, in the Deal Characteristics section, you must identify which of the two Tiers applies to the offering:

• Regulation A Tier 1 (offerings up to $20 million in a 12 month period, with no more than $6 million in offers by selling security-holder that are affiliates of the issuer); or
• Regulation A Tier 2 (offerings 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).

In addition, please carefully select whether the offering is the issuer’s initial public offering (IPO) or a follow on offering when filing. The Department recommends that the filing is identified as an IPO unless the issuer is already a reporting company and has previously completed its IPO. If you have questions or need assistance, please contact the Corporate Financing Department at (240) 386-4623.