Life Sciences Quarterly: A View From Washington: What to Expect From the SEC
The amount of capital that companies can raise in a Regulation A (also known as a “Reg A+”) offering increased to $75 million annually, effective as of March 15, 2021. With the new offering limit, Tier 2 Reg A+ offerings,...more
Last month, the U.S. Securities and Exchange Commission (“SEC”) announced it had adopted final rules to amend certain parts of Regulation A promulgated under the Securities Act of 1933 (“Securities Act”). These new rules...more
Commission’s action shows the limited utility of the utility token-security token distinction. Regulator finds that sellers of blockchain-based digital coins cannot dodge securities law by calling the coins “utility...more
Pursuant to Executive Order 13772, the Treasury Department has issued a report that identifies laws, treaties, regulations, guidance, reporting and record keeping requirements, and other government policies that promote or...more
The House Financial Services Committee met on Tuesday, July 25, 2017 and approved four bipartisan bills. Among them, H.R. 2864, the Improving Access to Capital Act, was approved by the Committee by a vote of 59-0....more
As we noted here, the SEC temporarily suspended the Tier 2 Regulation A+ offering of Med-X, Inc. The SEC stated it temporarily suspended the offering because Med-X has not filed its annual report on Form 1-K as required by...more
On March 31, 2017, the SEC Staff published five Compliance and Disclosure Interpretations (C&DIs) relating to Regulation A. ...more
The SEC’s Advisory Committee on Small and Emerging Companies announced its agenda for its upcoming February 15 meeting. The committee will discuss...more
At the 35th Annual Federal Securities Institute, a representative of the Securities and Exchange Commission shared some market data....more
On December 7, 2016, the SEC released a white paper on Regulation A+ offerings titled “Regulation A+: What Do We Know So Far?” The white paper analyzes Regulation A+ offerings conducted from the effective date of Regulation...more
On December 7, 2016, the North American Securities Administrators Association (“NASAA”) proposed a model rule, a model statutory amendment and a Solicitation of Interest Form permitting testing the waters in Tier 1 Regulation...more
On November 17, 2016, the staff of the SEC’s Division of Corporation Finance (the “Staff”) issued four new compliance and disclosure interpretations (“C&DIs”) addressing aspects of offerings under Regulation A and Regulation...more
In the first action of its kind, the SEC has temporarily suspended the Tier 2 Regulation A+ offering of Med-X, Inc. The $15 million continuous offering of common stock was qualified by the SEC on November 3, 2015. ...more
On June 14, 2016, the D.C. Circuit Court of Appeals in Lindeen v. SEC upheld Regulation A+, including the SEC’s definition of “qualified purchaser.” The decision comes after petitioners William F. Gavin and Monica J....more
On January 27, 2016, the Corporation Finance Section of the North American Securities Administrators Association (NASAA) requested comments on a proposed model rule and uniform notice filing form aimed at simplifying the...more
Significant changes to Regulation A, generally referred to as Regulation A+, went into effect on June 19, 2015. Old Regulation A - Regulation A is a previously existing exemption from the registration requirements...more
Amendments to Regulation A adopted by the SEC to comply with a mandate in the JOBS Act took effect on June 19, 2015. Regulation A as amended (often referred to as “Regulation A+”) expands the maximum aggregate amount that...more
Massachusetts and Montana have taken the highly unusual step of suing the SEC over a recent amendment to Regulation A under the Securities Act of 1933. The SEC adopted "Regulation A+" (as the amended regulation is...more
Montana and Massachusetts have filed their first brief in their Regulation A+ challenge. They are not happy because Tier 2 offerings under Regulation A+ preempt state review of the offering. Under the text of the rule Tier 2...more
Since the enactment of the Jumpstart Our Business Startups Act (the “JOBS Act”) in 2012, the Securities and Exchange Commission (“SEC“) has slowly been making its way through the titles to the JOBS Act to promulgate the final...more
The United States Court of Appeals for the District of Columbia has entered a briefing schedule in Montana’s and Massachusetts’ challenge to Regulation A+. The states’ briefs are due August 26, the SEC’s brief is due...more
This spring, the SEC adopted final rules required by the JOBS Act, which some hoped would increase smaller companies’ access to capital. Note, this wasn’t the long-awaited crowdfunding rules, it was the expansion of...more
The SEC has published 11 Compliance and Disclosure Interpretations related to Regulation A+ — numbered 182.01 through 182.11 under Securities Act Rules. Highlights are: - Twitter is allowed for testing the waters! ...more
Perhaps the first Regulation A+ offering document has appeared on EDGAR. According to the documents it is a Tier 2 offering for up to $50,000,000. The offering circular states the offering commenced on June 19, 2015. The...more
On June 16, the Securities and Exchange Commission denied a motion, filed by Monica J. Lindeen, Montana State Auditor, ex officio Commissioner of Securities and Insurance, which sought to stay the effectiveness of new...more