New Capital Raising Alternatives for Non-SEC Reporting Companies: Regulation A+

Non-SEC Reporting US and Canadian companies may now raise up to $50 million in a 12-month period under an expanded exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) under amendments to Regulation A; often referred to as Regulation A+. The final Regulation A+ rules were published in the Federal Register earlier this week and will become effective on June 19, 2015.

As required by the Jumpstart Our Business Startups Act (the “JOBS Act”) enacted in 2012, the SEC adopted amendments to Regulation A, which historically provided an exemption from the registration requirements of the Securities Act for small public offerings. Prior to the adoption of the amendments, offerings under Regulation A were limited to $5 million in any 12-month period, required significant disclosure and were subject to compliance with state securities or “Blue Sky” laws. As a result, Regulation A offerings were few and far between. Instead, issuers relied on private offering exemptions like Regulation D that do not limit the amount of money that can be raised and have significantly fewer compliance requirements.

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